1.1. Approval for Appointing Mr. Ziv Gil as an External Director in the Company

Transcription

1 Below is the immediate report submitted today to the Israeli Securities Authority ("ISA") and the Tel-Aviv Stock Exchange through the ISA's electronic submission system in accordance with the Securities Regulations (Periodic and Immediate Reports), Frutarom Industries Ltd. ("Company") Registration No.: The securities of the Company are listed for trading on the Tel-Aviv Stock Exchange Name: Frutarom 25 HaShaish St., P.O.B , Haifa Tel: , Fax: , November 29, 2016 Israeli Securities Authority Tel Aviv Stock Exchange Ltd. Subject: Immediate Report In accordance with the Securities Regulations (Periodic and Immediate Reports), the Companies Law, , the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in Public Company), and the Companies Regulations (Written Votes and Position Papers), on the Convening of a Special General Meeting of the Shareholders of the Company In accordance with the Securities Regulations (Periodic and Immediate Reports), (hereinafter: "the Reports Regulations"), the Companies Law, (hereinafter: "the Companies Law"), the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in Public Company), (hereinafter: "the Notices Regulations"), and the Companies Regulations (Written Votes and Position Papers), (hereinafter: "the Voting Regulations"), notice is hereby given for an Special General Meeting of the Shareholders of the Company (hereinafter: "the General Meeting") which will convene on Tuesday, January 10, 2017 at 4:00 pm (Israel Standard Time) at the Company s offices at 2 Hamenofim Street, Building A, Herzliya, Israel (hereinafter: "the Company s Offices"). Telephone number for inquiries:

2 1. Items on the Agenda of the Meeting 1.1. Approval for Appointing Mr. Ziv Gil as an External Director in the Company Approval for appointing Mr. Ziv Gil as an external director in the Company for an initial term of three years beginning from the date of the meeting called for by this notice, in accordance with section 239(B) of the Companies Law. Mr. Gil signed a declaration in accordance with sections 224B(a) and 241 of the Companies Law, a copy of which is attached below as Appendix A to this report. Mr. Gil is deemed by the Company s Board of Directors as possessing accounting and financial expertise, in accordance with the Companies Regulations (Conditions and Criteria for Directors with Accounting and Financial Expertise and Directors with Professional Expertise), (hereinafter: "Expertise Regulations"). For information on Mr. Gil, as required under regulation 26 of the Reports Regulations, see Appendix B to this report. In accordance with the decision by the Company s Compensation Committee and Board of Directors (according to Regulation 7 to the Companies Regulations (Rules on Honorarium and Expenses of Outside Directors) ((hereinafter: "Remuneration Regulations"), Mr. Gil shall be entitled for his service as an external director in the Company to annual remuneration and participation remuneration in the amount equal to the fixed amount outlined in the second and third schedules of the Remuneration Regulations in accordance with the Company grade as it shall be from time to time, and this similarly to the other directors serving in the Company. Mr. Gil is entitled to reimbursement of expenses in accordance with the Remuneration Regulations. Also, the Company s Board of Directors and Compensation Committee approved the inclusion of Mr. Gil in the Company s existing insurance arrangement (as it will be from time to time) for all office holders and the granting of an indemnification agreement as is customary in the Company, and all in accordance with the decision by the General Meeting of Company Shareholders on this matter from May 8, 2016 (see the Company s Immediate Reports from March 31, 2016 and May 15, 2016) (hereinafter: "Shareholders Meeting of May 2016") and the Company s compensation policy. It should be noted that for the sake of caution, on November 24, 2016 the Company s Audit Committee decided, based on the Companies Regulations (Matters that Do Not Constitute a Connection), that the existence of an association as described below between the Company and The Phoenix 2

3 Insurance Company Ltd. (hereinafter: The Phoenix ), where Mr. Gil serves as a member of the Investments Committee, is negligible for both the Company and for Mr. Gil and therefore does not constitute an association as defined in section 240(B) of the Companies Law and/or may create a conflict of interest with Mr. Gil s role as an external director in the Company, and this is for the reasons set out as follows. As of this date, the Company (through a subsidiary) is party to two loan agreements with The Phoenix (and other companies in the Phoenix group). The balance of the first loan, at this point of time, is approximately USD 20 million while the balance of the second loan at this point in time is approximately Euro 30 million. The balances of these loans are expected to be repaid by the end of The total of these loans (cumulatively) account for approximately just 3.4% of the Company s total consolidated balance sheet. To the best of the Company s knowledge, The Phoenix Group does not constitute an interested party in the Company as per the definition of this term in the Securities Law, (hereinafter: the Securities Law ). According to information conveyed to the Company, Mr. Gil has served on the Investments Committee of The Phoenix responsible for managing the funds of its members, beginning in This appointment of Mr. Gil is professional and necessitates the absence of a dependent relationship or association. Also, the remuneration paid to Mr. Gil for serving as a member, as stated, of the Investments Committee is annual compensation and fixed amounts in compensation for participating in meetings, in accordance with the decisions of the Director of Capital Markets, Insurance and Savings. To clarify, there are no employer-employee relations between Mr. Gil and the Phoenix Group, there is no other type of association between them, and Mr. Gil s main source of livelihood does not derive from his above-stated service as a member of the Investments Committee Extension of Ms. Dafna Sharir s Term as an External Director in the Company Approval for extending Ms. Dafna Sharir s term as an external director in the Company in accordance with section 239(B) of the Companies Law for a second 3-year term beginning from the date of the General Meeting called for by this notice. Ms. Sharir signed a declaration in accordance with sections 224B(a) and 241 of the Companies Law, a copy of which is attached below as Appendix C to this report. 3

4 Ms. Sharir is deemed by the Company s Board of Directors as possessing accounting and financial expertise, in accordance with the Expertise Regulations. For information on Ms. Sharir, as required under regulation 26 of the Reports Regulations, see Regulation 26 of Part D (Additional Information on the Corporation) to the Company s periodic report for 2015 (issued on March 17, 2016) (hereinafter: the Periodic Report ). These details are correct also at the date of this report except for Ms. Sharir serving also as a director in Gilat Satellite Networks Ltd. In accordance with the decision by the Company s Compensation Committee and Board of Directors (according to Regulation 7 to the Remuneration Regulations), Ms. Sharir shall be entitled for her service as an external director in the Company to annual remuneration and participation remuneration in the amount equal to the fixed amount outlined in the second and third schedules of the Remuneration Regulations in accordance with the Company grade as it shall be from time to time. Ms. Sharir is entitled to reimbursement of expenses in accordance with the Remuneration Regulations. In accordance with the decision of the Company s Board of Directors and Compensation Committee, Ms. Sharir shall continue to be included in the Company s existing insurance arrangement (as it will be from time to time) and to hold the indemnification agreement granted to her in accordance with the decision by the Shareholders Meeting of May 2016 and the Company s compensation policy Approval of the Compensation Policy for the Company s Office Holders in Accordance with Sections 267A and 267B of the Companies Law It is proposed that the compensation policy for Company office holders be approved, in accordance with the provisions of section 267A of the Companies Law, as was unanimously approved by the members of the Company s Compensation Committee and Board of Directors, as outlined below Background: In January 2014 the Company adopted a compensation policy for its office holders in accordance with Sections 267A and 267B of the Companies Law. The stated compensation policy was revised in the framework of the Shareholders Meeting of May 2016 (hereinafter together: the Prior Compensation Policy ). Approaching the elapse of three years from the date of the initial approval of the Prior Compensation Policy, the Company s Compensation Committee and Board of Directors approved, on November 24, 2016 and November 28, 2016 respectively, in accordance with section 267B of the Companies 4

5 Law, a revised compensation policy for Company office holders that is being brought up for approval by the meeting of Company shareholders being called for by this notice in accordance with section 267A of the Companies Law (hereinafter: the Updated Compensation Policy or Compensation Policy ). The Updated Compensation Policy is attached as Appendix D to this report The Updated Compensation Policy was prepared with attention paid to the character of the Company as a global company numbering among the world s 10 top companies in its field, whereby most of its business is conducted outside of Israel and it operates dozens of production plants, sales offices and research and development laboratories throughout the entire world. The policy was also prepared with attention paid to the Company s achievements, to the Company s growth and the boost of the Company s value to its shareholders Overall, the Updated Compensation Policy is based on the terms of the Prior Compensation Policy, including as to the ceiling amounts, cost of employment of office holders and their ancillary benefits, the maximum bonus rates for office holders, the conditions concerning equity-based compensation and the split in the annual bonus between the cash component and the deferred equity-based component, with the main changes as follows: (a) Tightening of the threshold conditions for the President and CEO s eligibility for an annual bonus and the raising the measurable targets for calculating the stated bonus amount, without changing the target based ceiling of the bonus in relation to the Prior Compensation Policy. The adjustments described above are aimed at continuing to link the compensation package to the Company s performance and to continue to properly incentivize the President and CEO, and all with a view towards the long term. In this regard it should be noted that the Prior Compensation Policy and the Updated Compensation Policy include a mechanism for granting bonuses to the Company s President and CEO which is restrictive concerning to what is set concerning this matter is his employment agreement from December 6, 2012 (regarding the threshold condition for eligibility, measurable target amounts for calculating the bonus and the target based bonus ceiling). Therefore, inter alia, on November 28, 2016 the Company s President and CEO notified the members of the Board of Directors (as he also did prior to the adoption of the Prior Compensation 5

6 Policy) of his unconditional consent to subject the terms of his employment agreement, as stated above, to the terms of the Updated Compensation Policy, inasmuch as it shall be approved, and this for the period of the policy and in any case for a period of not more than three years from the date of approval of the Updated Compensation Policy. For further details concerning the employment agreement of the Company s President and CEO, see the Immediate Report issued on June 27, 2013 and Regulation 21 in Part D (Additional Information on the Corporation) of the Periodic Report. (b) Subordination of the bonus ceilings for office holders who report to the Company s President and CEO (based on multiples of monthly salaries), as in the Prior Compensation Policy and without any change therein, as well as in the absolute ceiling amounts. (c) Updating of the conditions of directors and office holders liability insurance frameworks in order to adapt them to the scope of the Company s current and expected activity. (d) Making adjustments in accordance with recent legislative amendments dealing with compensating office holders (including establishing that the Company s President and CEO is entitled to a discretionary bonus not exceeding three of his salaries in gross terms). It should be noted that the updating of the bonus mechanism to office holders subordinate to the Company s President and CEO, such that these may be approved without being based on measurable targets, in accordance with the amendment to the First Schedule A to the Companies Law, was approved by the Shareholders Meeting of May In the course of discussions for formulating the Compensation Policy, the Company s Compensation Committee and Board of Directors examined comparative data, inter alia, in the framework of an external economic study, in relation to relevant public companies. The comparative data included compensation paid to senior office holders in such companies based on 2015 periodic reports. The Company s Compensation Committee and Board of Directors noted that the objective of the comparative study is to obtain solely indicative information and constitutes a single consideration in a range of considerations facing them when weighing the Company s interests and fair and reasonable compensation. 6

7 The Compensation Committee and the Board of Directors also examined the ratio between the cost of employing office holders in the Company and the cost of employing the other Company employees, and in particular the ratios to average wage costs and median wage costs for such Company employees and found that such ratios are reasonable and not expected to have any effect on labor relations in the Company. For details on the above-mentioned ratios, see section 3.3 of the Compensation Policy. Part B Additional Information Concerning the Special General Meeting 2. Manner of Voting The shareholders may vote on decisions that are on the agenda of the meeting as shown above, either in person or by proxy or by written ballot (as described below) or by electronic ballot (as described below). 3. Voting by Proxy 3.1. An appointment letter for appointing a proxy shall be prepared as set out in the Company s Articles of Association The appointment letter (and the power of attorney or other authorization, if any, by which the appointment letter was signed) as well as the proof of ownership of the share (as described below) in the case of an unregistered shareholder or accompanied by a photocopy of the Israeli ID card, passport or certificate of incorporation (in the case of a shareholder registered in the registry of shareholders) must be provided to the Company s offices, such that the appointment letter and its accompanying documentation will arrive at the Company s offices no later than 48 hours prior to the time set for the meeting (unless presented to the chairman of the meeting upon the opening of the meeting at which the person specified in the appointment letter intends to vote, and all subject to the Company s Articles of Association) The above will also apply to any shareholder who is a corporation appointing a person to participate and vote in its place at the General Meeting The appointment letter shall be signed by the shareholder or by the person authorized for such in writing, and if the appointer is a corporation, it shall be signed in such a way that obligates the corporation. The Company may demand that it be delivered approval in writing to its satisfaction regarding the authority of the signers to obligate the corporation. The Company s Corporate Secretary or Board of Directors may, at their discretion, accept an appointment letter worded differently as long as the differences are not material. 7

8 4. Proof of Ownership In accordance with the Companies Regulations (Proving Ownership of a Share in order to Vote at a General Meeting), (hereinafter: Regulations on Proving Share Ownership ), a Company shareholder in whose name a Company share is registered with a member of the stock exchange and the same share is included among the Company shares listed in the Company s registry of shareholders under the name of Registration Co. of United Mizrahi Bank Ltd. (hereinafter: the Member of the Stock Exchange ), and who is interested in voting in the General Meeting, shall provide the Company with proof from the Member of the Stock Exchange with respect to his ownership in the share, at the date of record, in accordance with Form 1 in the schedule attached to the Regulations on Proving Share Ownership. A shareholder whose shares are registered with a member of the stock exchange is entitled to receive the proof of ownership from the Member of the Stock Exchange through whom he holds his shares, at a branch of the Member of the Stock Exchange or delivered to his home by post for just the delivery fee, at his request, as long as the request in this case is submitted in advance to a specific securities account. Also, an unregistered shareholder may instruct that his proof of ownership be conveyed to the Company through the Electronic Voting System. Without derogating from the above, an approved electronic message according to section 44k5 of the Securities Law concerning user data in the Electronic Voting System is equivalent to proof of ownership of a share with regards to every shareholder included in it. 5. Legal Quorum and Adjourned Meeting According to the Company s Articles of Association, two or more shareholders, present in person, by proxy or by ballot upon the opening of the General Meeting, and holding shares constituting thirty three and one third percent or more of the total voting rights attached to the shares that are outstanding at that point in time shall constitute a legal quorum for holding the General Meeting. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting shall stand adjourned to the same day the following week, at the same hour and place, or any other time and place as the Board of Directors may designate in a notice to the shareholders. The requisite quorum at an adjourned General Meeting shall be as follows: One or more shareholders present in person or by proxy who hold at least one share. 8

9 The only matters to be discussed at an adjourned General Meeting shall be those subjects which might have been legally discussed at the originally scheduled General Meeting had there been a legal quorum, and the only resolutions that could be accepted shall be those same type of resolutions which might have been accepted at the originally scheduled General Meeting. 6. The Requisite Majority 6.1. The requisite majority at the General Meeting for approving resolutions specified in sections 1.1 and 1.2 of Part A above (concerning each external director separately) is a majority of all votes by shareholders in attendance at the meeting, in person or by proxy or by ballot, who are entitled to participate in the voting and did vote in it, as long as one of the following conditions is met: (a) The number of majority votes at the General Meeting includes a majority of total votes belonging to shareholders participating in the vote who are not controlling shareholders of the Company or shareholders with a personal interest in approving the appointment except for a personal interest that is not the result of associations with a controlling shareholder; the total number of such votes by shareholders shall not take into account abstaining votes; section 276 of the Companies Law, mutatis mutandis, shall apply with regards to anyone having a personal interest; (b) The total number of opposing votes among the shareholders mentioned in sub-clause (a) above does not exceed two percent (2%) of the Company s total voting rights The requisite majority at the General for approving the resolution specified in section 1.3 of Part A above is a majority of the votes of the shareholders in attendance at the meeting, in person or by proxy or by ballot, and who are entitled to participate in the voting and did vote in it, as long as one of the following conditions is met: (a) The number of majority votes at the meeting includes a majority of total votes belonging to shareholders participating in the vote who are not controlling shareholders in the Company or have a personal interest in approving the Compensation Policy; the total number of such votes by shareholders shall not take into account abstaining votes; section 276 of the Companies Law, mutatis mutandis, shall apply with regards to anyone having a personal interest; (b) The total number of opposing votes among the shareholders mentioned in sub-clause (a) above does not exceed two percent (2%) of the Company s total voting rights. 9

10 7. Date of record The date for determining the right of a shareholder in the Company to participate and vote in the Special General Meeting, as prescribed by section 182 of the Companies Law, is the end of the day of trading on Wednesday, December 7, 2016 at the Tel-Aviv Stock Exchange (hereinafter: the Date of Record ). 8. Submission of Ballots and Position Papers from the Member of the Stock Exchange 8.1. Voting by ballot In accordance with the Voting Regulations with respect to each one of the resolutions on the agenda, a shareholder may vote at the General Meeting by means of the ballot attached to this report. Voting by ballot shall be done using the second half of the ballot. The shareholder must deliver the ballot (not an electronic ballot) to the Company offices together with proof of ownership of the share (in the case of an unregistered shareholder) or together with a photocopy of their Israel ID card, their passport, or certificate of incorporation (in the case of a shareholder registered in the registry of shareholders), such that it will arrive at the Company s offices no later than four (4) hours before the meeting is convened, i.e. by January 10, 2017 at 12:00 noon. For this purpose, the time of delivery is the time at which the ballot and all accompanying documentation reach the Company offices. The ballot and the position papers, as per their meaning in section 88 of the Companies Law (as far as will be provided), for said meeting can be found on the distribution website of the Israel Securities Authority at: and on the website of the Tel-Aviv Stock Exchange at maya.tase.co.il and on the distribution website of the London Stock Exchange at (hereinafter: the Distribution Websites ). A shareholder is entitled to directly contact the Company and receive from it the text of the ballot and position papers (as far as will be provided). The Member of the Stock Exchange shall send, at no charge, by electronic mail, a link to the text of the ballot and position papers (as far as will be provided) at the Distribution Website, to every shareholder who is not listed in the registry of shareholders and whose shares are registered with the same member of the stock exchange, except if the shareholder notified that he is not interested in this, 10

11 and so long as the notification was given concerning a specific securities account and prior to the Date of Record. The shareholder listed on the registry of shareholders and interested in voting by ballot shall specify his method of voting on the form and deliver this to the Company or send it to the Company via registered mail, together with a photocopy of his Israeli identity card or a photocopy of his passport or a photocopy of the certificate of incorporation, whichever applicable Voting through the Electronic Voting System An unregistered shareholder may also vote by means of a ballot conveyed by the electronic voting system, and this in accordance with the Voting Regulation. After the Date of Record, upon receiving an identification number and access code from the Member of the Stock Exchange and after an identification process, the unregistered shareholder may vote through the electronic system pursuant to Article B of Chapter 7-B of the Securities Law. The address of the electronic voting system as interpreted in section 44K of the Securities Law is In accordance with the Voting Regulations and the provisions of the Israel Securities Authority on this matter, voting by means of the electronic voting system shall be permitted beginning from the Date of Record and up until six (6) hours prior to the convening of the meeting, i.e. by January 10, 2017 at 10:00 am, or an earlier time that will be determined by the Israel Securities Authority provided that this is no more than 12 hours prior to the convening of the meeting ( Time that the System is Locked ). It is hereby clarified that voting by means of the electronic voting system will be subject to change or cancellation until the Time that the System is Locked and it will not be possible to change it through the system after this time Voting by More than One Method Should the shareholder have voted by means of more than one stated method, his later vote shall be counted, whereas the vote of the shareholder himself at the meeting or through a proxy shall be considered later than a vote by ballot or through the electronic voting system Position Papers The final date for Company shareholders to provide the Company with a position paper is ten (10) days prior to the date of the General Meeting, i.e. by Saturday, December 31, 2016 at 4:00 pm. The final day for the Board of Directors to 11

12 produce a response to position papers (as far as will be provided) if and as far as the Board of Directors will choose to submit its response to such position papers is no later than five (5) days prior to the date of the General Meeting,.i.e. by Thursday, January 5, 2017 at 4:00 pm. A shareholder may contact the Company directly and receive from it the text of the ballot and the position papers (as far as will be provided) Notification on Having a Personal Interest A shareholder participating in voting on resolutions included on the agenda shall notify the Company before voting, and if the vote is by a ballot he will indicate in the designated spot on the second part of the ballot, and if the vote is through the electronic voting system he will indicate in the electronic ballot in the designated spot, if he is considered to have a personal interest in the resolution of the agenda being passed, or if not, and he is a controlling shareholder in the Company, an interested party, a senior office holder or an institutional investor (as defined in the Voting Regulations) or if not. Should a shareholder not provide notification as stated, his vote will not be counted. Should a shareholder vote on such a resolution by means of a power of attorney, the holder of the power of attorney shall also notify the Company prior to the voting if he is considered to hold a personal interest in the passing of the resolution on the agenda, if not, and if he is a controlling shareholder in the Company, an interested party, a senior office holder or an institutional investor, as defined in the Voting Regulations. Should the holder of the power of attorney not provide notification as stated, his vote will not be counted. Should such an above-stated controlling shareholder, an interested party, a senior office holder or an institutional investor vote by means of a ballot or through a power of attorney, he will also provide the Company (along with the ballot or power of attorney, as the case may be) the following information: Concerning the shareholder: full name (in Hebrew and in English); ID number and type of ID; place of incorporation (if a corporation); passport-issuing country (if the ID number is a passport number). In addition, concerning the holder of a power of attorney (if the vote is through power of attorney): Full name, ID number and type of ID; passport-issuing country (if the ID number is a passport number). 9. Last Date for Submitting a Request to Include a Subject on the Agenda One or more shareholders with at least one percent of voting rights at the meeting may request that the Board of Directors include a subject on the meeting s agenda, 12

13 and only if the subject is suitable to be discussed at the meeting in accordance with the determination of the Company s Board of Directors (hereinafter: the Added Subject ). Such request by a shareholder to include a subject on the meeting s agenda shall be submitted to the Company within seven (7) days following the calling of the meeting according to this report. Should such a request be submitted, the Added Subjects may be added to the meeting s agenda and their details shall appear on the Distribution Websites of the Israel Securities Authority and others listed above in section 8.1. To be clear, publication of the updated agenda (including the Added Subjects), inasmuch as it is updated, shall not change the Date of Record. 10. Company Representatives for Handling the Immediate Reports Company representatives for handling this reporting are Tali Mirsky, Adv., Global VP Legal Affairs & Corporate Secretary and/or Ronit Aizen, Adv., Legal Counsel, at 2 Hamenofim Street, Herzliya (the Company s offices), tel: ; fax: Viewing the documents A copy of this report with all its appendices may be viewed at the Company s offices from Sunday through Thursday during customary working hours following prior arrangement with Tali Mirsky, Adv. and/or Ronit Aizen, Adv. at: ; and only prior to the convening of the meeting for approving the resolutions on the agenda, and on the website of the Israel Securities Authority and the other Distribution Websites listed above (with their addresses) in section 8.1. Sincerely yours, Frutarom Industries Ltd. Tali Mirsky, Adv. Global VP Legal Affairs & Corporate Secretary. 13

14 APPENDIX B Following is information on Mr. Ziv Gil whose appointment as an external director in the Company is brought for approval on the agenda of the meeting, as per Regulation 26 of the Reports Regulations: Name: Mr. Ziv Gil ID number: Date of birth: July 14, 1964 Address for court correspondence: 37 Hatomer Street, Ramat Hasharon Citizenship: Israeli Membership in Board committees: On his appointment, will be appointed member of the Company s Audit Committee, the Compensation Committee and the Balance Sheet Committee Serving as an external director: Yes Serving as an independent director: Yes Employee in Company or in one of its No subsidiaries, a related company or of an interested party and the role which he fills: Date of beginning to serve as a director: Upon being appointed by the shareholders meeting being called with this report Education: BA in mathematics and economics, Tel Aviv University; MBA, Rotterdam School of Management Employment in past 5 years: Founder and CEO at Rimon Funds and Rimon Advisors List of other companies in he serves as a director: 2010 until now member of the Investment Committee at The Phoenix Insurance Company Ltd.; served as a director at Waterlogic International Family relations with another interested No party in the Company (if any): Accounting and financial expertise Yes under section 92A(12) of the Companies Law: 14

15

16

17

18 SHARIR DAFNA 17 Rabina St. Tel-Aviv 69395, Israel Mobile: (054) WORK EXPERIENCE M&A Advisory services to FAM (A US Asset Management firm) Israel Managed the acquisition of a Monaco based asset management firm (AUM of about $500M). Organized the regulatory, financial and legal due diligence and followed the negotiation till execution; Advised on additional continental acquisitions; M&A Advisory services to the Ofer Group and Israelcorp Israel Full responsibility (including managing the due diligence process, structuring, valuation, negotiation, execution) for several international investments (ranging from $100M to billions of US$) in following areas: Oil drilling; Oil refineries; Shipping and ports; Chemicals; Green energy AMPAL - Senior Vice President Investments Israel Responsible for all investment activities of Ampal. Responsible for MIRS (including board membership) a cellular operator Ampal s largest investment at the time. Responsible for the investments in PSInet Europe and Grapes telecommunication (Italy). Led several successful exits of portfolio companies (e.g., Xacct) AMDOCS - Business development - Director of Mergers and Acquisitions Israel International acquisition transactions Was fully responsible for the acquisition of Clarify (a $200M transaction) and was part of the team that acquired Solect (a $1B transaction) and ITDS ($180M); Equity investments Evaluations of potential investments, financial/business analysis, leading technical review, deal structuring, negotiation and post investment management. Business Development Strategic analysis of market trends and company s positioning in order to enter new regions (e.g., China) or identifying new product that is complimentary to the company (e.g., customer care) Cravath, Swaine & Moore - Tax Department New York Represented multinational companies and major investment and commercial banks in most areas of business activities; developed tax efficient structures; negotiated acquisition agreements; identified cost savings through corporate group restructuring President of the Supreme Court - Law clerk to Judge M. Shamgar Israel EDUCATION 1997 INSEAD, MBA France New York University School of Law, LL.M. (Master in tax law) New York Tel Aviv University School of Law, LL.B. Magna Cum Laude Israel Tel Aviv University School of Economics, BA Economics Israel

19 LANGUAGES English And Hebrew OTHERS Board membership 2016 today: Gilat Satellite Networks Ltd today: Frutarom Industries Inc : Ormat Industries Inc. Admitted to the Bar in Israel (1993) and New York (1994)

20

21

22

23 Ziv Gil 37 Hatomer Street Ramat Hasharon Israel Home: Office: ziv@rimon-funds.com D.O.B. July 14 th, 1964 Married with 4 children Education B.Sc Mathematics & Economics, Tel Aviv University MBA Rotterdam School of Management 1993 Career 2006 Present Founder and CEO, Rimon Funds Rimon Fund is an Equity Investment Partnership Private Investor focusing on public equities CEO and Chief Investment Officer, Dikla Mutual Funds Dikla was the Mutual Fund Company of FIBI (Now owned by Migdal Insurance) Equity Fund Manager, Psagot Mutual Funds Psagot was the Mutual Fund Company of Bank Leumi (now owned by APAX) Technology Analyst, PKN Mutual Funds PKN was the Mutual Fund Company of Bank Hapoalim Other 2010 Present * Member of the Investment Committee Phoenix Insurance Company * Director, Waterlogic International * Member of the Investment Committee Migdal Insurance Pension Fund

24 * Teaching an Investment Course in the MBA program in Tel Aviv University

25 Compensation Policy Frutarom Industries Ltd. (the Company ) 1. General 1.1 This document contains the compensation policy for Company office holders, as defined in section 267A(a) to the Companies Law, 1999 ( Companies Law ). 1.2 The purpose of this document is to set out guidelines regarding the issue and the method for compensation of Company office holders, taking into account principles which will allow the Company to maintain an appropriate balance between the desire to compensate office holders on their performance, to recruit, provide incentive and maintain quality office holders for the long term and the need to ensure that the structure of the compensation is consistent with the Company s business strategy and goals over time while taking into account, inter alia, the Company s risk management policy. 1.3 The Company has determined its compensation policy for office holders according to, inter alia, the following considerations: Promotion of the Company s goals, work plans and policy, with a view towards the long term Creating appropriate incentives for Company office holders, taking into account the Company s risk management policy The size of the Company and nature of its activities With regard to the variable components the office holder s contribution to the achievement of the Company s goals and profit maximization, all with a view towards the long term and in accordance with the office holder s position. 1.4 It should be emphasized that this policy does not award the existing or future office holders in the Company any right to receive any compensation set forth in this Compensation Policy. Office holders serving in the Company presently or in future will be entitled to compensation according to the specific conditions to be prescribed for such office holder and approved by the authorized bodies in the Company, subject to the provisions of law. 1.5 It is further emphasized that although the compensation policy sets ceilings for the various compensation components and therefore, should an office holder receive less compensation than the compensation set out in this policy, this shall not be deemed a deviation from or exception to the Company s compensation policy, and shall not thereby require the approval of the General Meeting as required in the event of approval of conditions of office and employment deviating from the compensation policy.

26 2. Components of the Compensation Package 2.1 The overall compensation for Company office holder will be made up of a number of compensation components (all or some of these): Basic wage or salary Social and ancillary benefits these benefits include, inter alia, pension savings, provisions for severance pay, disability insurance, vacation days, sick leave, recreation pay, travel expenses, advanced study fund savings, company vehicle for work purposes, holiday gifts, participation in the customary welfare and leisure activities for all Company employees, media and newspapers and as customary within the Company from time to time Variable compensation - a cash bonus and equity based bonus (hereinafter jointly referred to as: Annual Bonus ) Variable compensation equity based Termination of office settlement severance pay, adjustment period, advance notice or any other benefit awarded to office holders in connection with termination of employment with the Company. 2.2 Definitions: Basic wage or salary gross wages per month Wage cost basic wage plus social and ancillary benefits in terms of cost to employer Compensation package total cost of compensation in terms of cost to employer, including wage cost, annual bonus and equity based compensation in terms of average value for vesting year Office holder as defined in the Companies Law, including (but subject to the aforementioned definition in the Companies Law) the President and CEO, Executive Vice President or another office holder of similar rank (hereinafter: Executive Vice President ) and Vice President or another office holder of similar rank (hereinafter: Vice President ). 3. Method of Determining Compensation The terms of office and employment of Company office holders will be determined and approved, inter alia, with attention to and taking into account the following principles: 3.1 The education, skills, expertise, professional experience and achievements of the office holder.

27 3.2 The office holder s position, areas of responsibility and previous wage agreements; 3.3 Internal comparison - the ratio between the office holder s compensation to that of other Company employees. In determining office holders terms of office and employment, the Company will examine the average and median wages of the other Company employees, and the impact such gap could have on work relations within the Company. The Compensation Committee and the Board of Directors reviewed said ratios at the time they adopted this compensation policy, and determined that in their estimation said ratios will not harm work relations within the Company. It should be noted that the ratio between the cost of compensation to the President and CEO, Executive Vice Presidents (on average) and Vice Presidents (on average), and the average cost of employment for the other employees of the Company during the same year is 45.8, 7.9 and 4.6 respectively. It should be also be noted that the ratio between the cost of compensation to the President and CEO, Executive Vice Presidents (on average) and Vice Presidents (on average), and the median cost of employment for the other employees of the Company during the same year is 78.5, 13.5 and 7.9 respectively. 3.4 The table below shows the mix of compensation components, in a manner describing the possible range of ratios between components of an overall compensation package for a Company office holder for a given year and fixed compensation components in annual terms: Position Minimal fixed compensation cost Maximum variable compensation cost President and CEO 25% 75% Executive Vice President 35% 65% Vice President 45% 55% 4. Basic Wage 4.1 Basic wage expresses an employee s skills, experience, knowledge he brings to the position, expertise in the area of employment, education, professional authority and the like, taking into account the areas of the employee s responsibility and the demands deriving from such position. 4.2 An office holder s basic wage will be determined during the course of negotiations prior to employment in the Company after reviewing the considerations and parameters set forth in section 3 above. 4.3 The Company s compensation policy states that:

28 4.3.1 The monthly basic wage of the President and CEO of the Company shall not exceed NIS 220 thousand The monthly basic wage of an Executive Vice President shall not exceed NIS 130 thousand The monthly basic wage of a Vice President shall not exceed NIS 60 thousand The maximum basic wage amounts specified above shall be linked to the rate of increase in the consumer price index starting September 10, The Company may, with the approval of the Compensation Committee and the Board of Directors, approve linking of wages for office holders with the rate of increase in the consumer price index. 5. Social and ancillary benefits In addition to the basic wage set forth in section 4 above, the Company may approve office holders receiving social and ancillary benefits on top of the basic wage as set forth below and as may be customary within the Company from time to time: 5.1 Provisions for pensions and disability insurance the Company will pay allowances into a pension and/or directors insurance fund, in accordance with the applicable legal provisions. 5.2 Severance pay the Company may set aside severance pay for office holders into a pension/ directors insurance fund at the office holder s choice in the matter of allowances for pension insurance. In addition, the Company may also set severance pay for the CEO and President of the Company at the rate of 200% of compensation by law. The Company will set aside such allowances, as necessary. 5.3 Study fund the Company may set aside allowances to an advanced study fund, and the cost of the Company s portion will be up to 7.5% of the office holder s wages. 5.4 Vehicle the Company may provide office holders with a personal vehicle and bear maintenance costs as is customary within the Company. 5.5 Communications the Company may bear communications expenses for office holders, such as: mobile phones, landlines and internet. 5.6 Annual vacation office holders will be entitled to at least the minimum of annual vacation leave in accordance with the Annual Vacation Law, and no more than 22 work days a year. Office holder will be entitled to accumulation and redemption of annual vacation day value, as is customary within the Company. Upon termination of employment, office holders are entitled to redeem accrued vacations days subject to utilization of vacation days, as is customary within the Company.

29 5.7 Sick leave office holders will be entitled to be absent from work because of illness as defined by the law, up to a period of 30 days per calendar year. Office holders will be entitled to payment for absence from work on account of illness starting from the first day of absence. 5.8 Recreation pay office holders will be entitled to the recreation pay by law at least, and no more than 14 days per calendar year. 5.9 Exemption, indemnification and insurance for office holders The Company, subject to the approval of organs authorized for such purpose, may grant each director and office holder in the Company and/or companies under its control as may serve from time to time letters of exemption and indemnification (in accordance with provisions of the law and the Company s Articles of Association). In addition, the Company shall be entitled to, at any time during the period of this compensation policy, to purchase, extend and/or renew insurance policies (including run-off insurance) to provide coverage for liability of directors and office holders of the Company and/or companies under its control as may serve from time to time, including for office holders included among the controlling shareholders and the Company s President and CEO, as long as such engagements fulfill the following conditions: the scope of the insurance coverage shall be no lower than USD 100 million (per event and per period of time), subject to the annual premium not exceeding USD 300,000. The conditions of each policy purchased shall confirm with the accepted conditions in the market with regards to the Company, its manner of operations and the types of exposure it faces Reimbursement of expenses all office holders in the Company are entitled to a reimbursement of reasonable expenses actually spent in the performance of their duties, including expenses for participation in meetings, travel abroad, per diem and all hospitality expenses, as against presentation of receipts. The Company may pay office holder s expenses in advance via credit card. Reimbursement of expenses in the case of travel abroad will be performed in accordance with Company policy Miscellaneous the Company may grant office holders ancillary benefits such as: a 13 th salary, gifts for the holidays, participation in leisure and welfare activities as customary within the Company, subscriptions to newspapers and professional literature according to profession, may pay membership fees to professional associations and reimbursement for professional seminars, academic studies, license fees, reimbursement of relocation expenses and other various benefits as may be customary within the Company from time to time Office holders abroad - if an office holder is serving abroad, eligibility for social benefits and ancillaries will be subject to the customary law and accepted practices for office holders of such rank in the country in which they are serving.

30 6. Terms of Termination of Employment 6.1 Advance Notice The Compensation Committee and the Board of Directors may determine the advance notice period for office holders, up to a ceiling as appears in the table below: Position President and CEO Executive Vice President Vice President Advance notice period Up to 6 months Up to 6 months Up to 3 months During the course of the advance notice period, office holders will be required to continue their employment and will be entitled to all conditions of employment without change, unless the Compensation Committee and the Board of Directors decide to release an office holder from this obligation Change of control - the Company may decide in advance, for any office holder, that in the event such office holder s employment is terminated during a period of up to 12 months from the time at which ICC Handels AG's holdings in the Company have fallen below 26%, such office holder will be entitled to his basic wage (not including vacation, sick leave, bonuses and options) for a period of up to 12 months for the CEO of the Company, and up to 6 months for the Executive Vice President, starting from the end of the advance notice period prescribed for them in the employment agreement. In addition, the Company may in such event allow immediate exercise of all options granted to the office holder in the past, even if the vesting period has not yet ended. 6.2 Increased severance office holders are entitled to severance pay as prescribed by law. In addition, as stated in section 5.2, the Company may award the President and CEO increased severance pay. 6.3 Adjustment bonus as a rule, the Company does not award adjustment bonuses to office holders. However, subject to the approval of the Compensation Committee and the Board of Directors, the Company may award an office holder employed over 3 years in the Company a one-time adjustment bonus, in an amount not exceeding 3 months basic wages. Adjustment bonuses will be approved for office holders on the condition that the office holder s leaving the Company is not under circumstances justifying revoking severance pay, and taking into consideration the following parameters: (1) terms of the service and employment of the office holder and the Company s performance during the period in which employment is terminated; (2) the office holder s contribution to the achievement of Company goals and to maximization of profit; and (3) the circumstances under which the office holder is leaving the Company. 7. Annual Bonus Cash and Equity