BEZEQ THE ISRAEL TELECOMMUNICATION CORP. LTD Bezeq The Israeli Telecommunications Corp. Ltd.
(the "Company" or "Bezeq")
March 13, 2024
To:
Israel Securities Authority
Tel Aviv Stock Exchange Ltd.
Notice of a Special and Annual General Meeting of the Company's Shareholders
In accordance with the Companies Law, (the "Companies Law"); the Israel Securities Regulations (Periodic and Immediate Reports), 1970 (the "Reports Regulations"); the Israel Securities Regulations (Private Offering of Securities in a Listed Company), 2000, the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000; and the Companies Regulations (Written Vote and Position Statements), 2005, the Company hereby gives notice of an Annual and Special General Meeting of the Company's shareholders (the "AGM"), to be held on Wednesday, April 17, 2024, at 12:00, at the Company's offices at 7 Hamanor St. Holon, 5th floor (the "Company's Offices").
1.
Summary of items and proposed resolutions on the agenda of the AGM
1.1. Discussion of the Company's financial statements and the Board of Directors' Report on the State of the Company's Affairs for the year ended December 31, 2023. No resolution will be adopted on this item.
1.2. Approval of reappointment of Somekh Chaikin KPMG accounting firm as the Company's auditors for 2024, until the end of the next AGM, and reporting on the fees of the auditor
1.3. Approval of reappointment of the director (who serves as chairman of the board of directors), Tomer Raved, f or an additional term on the Company's board of directors until the end of the next AGM
1.4. Approval of reappointment of the director Darren Glatt, f or an additional term on the Company's board of directors until the end of the next AGM
1.5. Approval of reappointment of the director Ran Fuhrer, f or an additional term on the Company's board of directors until the end of the next AGM
1.6. Approval of reappointment of the independent director David Granot, for a f urther term of office on the Company's board of directors until the end of the next AGM
1.7. Approval of reappointment of the employee director Patrice Taieb, for a further term of office on the Company's board of directors until the end of the next AGM
1.8. Approval of reappointment of Edith Lusky for a f urther (third) term of office of three (3) years as an external director on the Company's board of directors, starting f rom April 26, 2024 until April 25, 2027 (inclusive)
1.9. Approval of reappointment of Tzipi Livni f or a f urther (second) term of office of three (3) years as an external director on the Company's board of directors, starting from April 26, 2024 until April 25,
2027 (inclusive)
1.10. Approval of the appointment of Orit Alster as a director in the Company until the end of the next AGM and approval of the terms of her office
1.11. Approval of the distribution of a dividend
2.
Key points of the proposed decisions and their terms
2.1. Discussion of the Company's financial statements for 2023
2.1.1. Discussion of the Company's financial statements and the Board of Directors' Report on the State of the Company's Affairs for the year ended December 31, 2023, as set out in the Company's Periodic Report for 2023, which is published together with this Notice of the AGM on March 13, 2024 (the "Periodic Report for 2023").
2.1.2.The Company's Periodic Report for 2023 (including the financial statements and the Boardof Directors' Report for that period) is available for review on the distribution website of theIsrael Securities Authority atwww.magna.isa.gov.iland the website of the Tel Aviv Stock Exchange (the "TASE") atwww.maya.tase. co.il.
2.1.3. No vote will be held on this item.
2.2. Reappointment of Somekh Chaikin KPMG accounting firm as the Company's auditors
2.2.1. It is proposed to approve the reappointment of Somekh Chaikin KPMG accounting firm as the Company's auditors until the end of the next AGM. In accordance with the Company's Articles of Association, the board of directors is authorized to determine the auditors' fee. For information about the fees of the Company's auditor for 2023, see the Board of Directors' Report included in the Periodic Report for 2023.
2.2.2. Somekh Chaikin KPMG is one of the leading accounting f irms in Israel. The auditor has many years of experience with the Company and its activities as well as with the companies in the same sector (see below). The partner leading the audit at the f irm has many years of experience in auditing public companies, including in the sector of the Company's activities. The auditing accountant and the parties providing the service on the auditor's behalf have adequate professional ability and experience in public companies for the purpose of providing audit services to the Company, including in view of the inputs invested in the audit and the expertise of the audit team, the understanding of the operating sector, and the ability to identify the material risks and issues and how they are addressed in the audit, the auditing accountant's commitment to the audit quality, and use of expert work and the professional department, if necessary.
2.2.3. In addition, at its meeting of March 5, 2024, the audit committee was satisfied with the renewal of the term of office of the Company's auditor, and determined that the fee paid to the Company's auditor for services in 2023 is reasonable, acceptable, and appropriate for proper audit work.
Additional information about the auditor and the auditor's fees:
The accounting firm has experience in providing services to similar entities: | Yes, Somekh Chaikin KPMG has extensive experience in providing services to Israeli telecommunications companies, as well as to subsidiaries of global telecom entities. |
The firm has an independent professional department: | Yes |
Duration of the firm's relationship with the Company: | Somekh Chaikin has served as the Company's auditors since 1997. |
The auditor complies with the Auditors Regulations which prescribe that an auditor must apply reasonable measures to prevent any conflict of interest or impairment of its independence from the audited company: | Yes |
Partnership with an international accounting firm: | Yes - KPMG International Limited. |
Audit and related fees including tax services related to the audit for 2023 | NIS 3,281 thousand |
Fees for other services for 2023 | NIS 1,457 thousand |
In the past three years, the Company was required to restate its financial statements, including due to errors or material deviations from estimates or assumptions: | No |
In the past three years, the court certified a class action or a derivative action against the Company's auditors in connection with the Company's financial statements: | No |
2.2.4. Proposed resolution: To approve the reappointment of Somekh Chaikin KPMG accounting firm as the Company's auditors until the end of the next AGM
2.3.
Reappointment of the director (who serves as chairman of the board of directors) Tomer Raved for an additional term on the Company's board of directors
2.3.1. It is proposed to reappoint Tomer Raved (who serves as chairman of the board of directors of the Company and the subsidiaries) as a director on the Company's board of directors for an additional term until the end of the next AGM.
2.3.2. The terms of office and employment of Tomer Raved for his service as chairman of the Company's board of directors were approved by the AGM on February 5, 2024, effective f rom January 1, 2024 and they will remain unchanged. For information about the terms of office see the immediate report on the general meeting of February 1, 2024, which is included in this report by way of reference.
2.3.3. Tomer Raved submitted a statement to the Company as required by section 224B of the Companies Law, attached as Appendix A to the Notice of a General Meeting (Hebrew).
2.3.4. For the inf ormation required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2023.
2.3.5. Proposed resolution: To approve the reappointment of the director (who serves as chairman of the board of directors), Tomer Raved, for an additional term on the Company's board of directors until the end of the next AGM
2.4. Reappointment of the director Darren Glatt to an additional term on the Company's board of directors
2.4.1. It is proposed to reappoint Darren Glatt as a director on the Company's board of directors f or an additional term until the end of the next AGM. The terms of Darren Glatt's office will remain unchanged. For f urther inf ormation see section 7 (Regulation 21) of Chapter D of the Periodic Report f or 2023. Darren Glatt is entitled to reimbursement of travel expenses and the insurance arrangements in the Company for directors and officers, and he was granted an exemption from liability and a letter of indemnity, as set out in Note 29.6 to the Company's financial statements for the year ended December 31, 2023, which are attached to the Periodic Report for 2023.
2.4.2. Darren Glatt submitted a statement to the Company as required by section 224B of the Companies Law, attached as Appendix A to the Notice of a General Meeting (Hebrew).
2.4.3. For the inf ormation required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2023.
2.4.4. Proposed resolution: To approve the of reappointment of the director Darren Glatt, for an additional term on the Company's board of directors until the end of the next AGM
2.5. Reappointment of the director Ran Fuhrer to an additional term on the Company's board of directors
2.5.1. It is proposed to reappoint Ran Fuhrer as a director on the Company's board of directors f or an additional term until the end of the next AGM. The terms of Ran Fuhrer's office will remain unchanged. For f urther inf ormation see section 7 (Regulation 21) of Chapter D of the Periodic Report f or 2023. Ran Fuhrer is entitled to reimbursement of travel expenses and the insurance arrangements in the Company for directors and officers, and he was granted an exemption from liability and a letter of indemnity, as set out in Note 29.6 to the Company's financial statements for the year ended December 31, 2023, which are attached to the Periodic Report for 2023.
2.5.2. Ran Fuhrer submitted a statement to the Company as required by section 224B of the Companies Law, attached as Appendix A to the Notice of a General Meeting (Hebrew).
2.5.3. For the inf ormation required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2023.
2.5.4.
Proposed resolution: To approve the of reappointment of the director Ran Fuhrer, for an additional term on the Company's board of directors until the end of the on the Company's board of directors until the end of the next AGM
2.6. Reappointment of the independent director David Granot for an additional term on the Company's board of directors
2.6.1. It is proposed to reappoint David Granot as an independent director on the Company's board of directors for an additional term until the end of the next AGM. The terms of David Granot's office will remain unchanged. For further information see section 7 (Regulation 21) in Chapter D of the Periodic Report for 2023. David Granot is entitled to reimbursement of travel expenses, subject to the law, and the insurance arrangements in the Company for directors and officers, and he was granted an exemption from liability and a letter of indemnity, as set out in Note 29.6 to the Company's financial statements for the year ended December 31, 2023, which are attached to the Periodic Report for 2023.
2.6.2. David Granot submitted a statement to the Company as required by Sections 224B and 249B of the Companies Law, attached as Appendix A to the Notice of a General Meeting (Hebrew), and accordingly he meets the required conditions for classifying him as an independent director1 as set out in Section 240(B) to (F) of the Companies Law.
2.6.3. For the inf ormation required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2023.
2.6.4. Proposed resolution: To approve the of reappointment of the independent director David Granot, for an additional term on the Company's board of directors until the end of the next AGM
2.7. Reappointment of the employee director Patrice Taieb for an additional term on the Company's board of directors
2.7.1.
It is proposed to reappoint Patrice Taieb as an employee director on the Company's board of directors for an additional term until the end of the next AGM. It should be noted that the employee director Patrice Taieb does not receive a f ee f or his office as a director in the Company, and only receives a salary as an employee of the Company. For further information see section 7 (Regulation 21) in Chapter D of the Periodic Report for 2023. Patrice Taieb is entitled to the insurance arrangements in the Company f or directors and of ficers, and he was granted an exemption from liability and a letter of indemnity, as set out
1 For the sake of good order, it should be noted that David Granot and his employers and/or partners and/or relatives and/or companies in which he serves as chairman or CEO and/or companies controlled by him, if relevant, might purchase various telecommunications services from the Company and from other Bezeq Group companies, in the ordinary course of business during his tenure as director The Company's internal compliance plan related to securities laws establishes the Company's policy regarding agreements that do not constitute a business relationship for purposes of the definition of a "relationship", for all the external and independent directors in the Company. In addition, in 2023, there were no purchases of communication services constituting a business relationship. Moreover, David Granot instructed his related parties that he will not be involved in or informed of any purchase of such communication services for those related parties.
in Note 29.6 to the Company's f inancial statements f or the year ended December 31, 2023, which are attached to the Periodic Report for 2023.
2.7.2. Patrice Taieb submitted a statement to the Company as required by section 224B of the Companies Law, attached as Appendix A to the Notice of a General Meeting (Hebrew).
2.7.3. For the inf ormation required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2023.
2.7.4. Proposed resolution: To approve the reappointment of the employee director, Patrice Taieb, f or an additional term on the Company's board of directors until the end of the next AGM
2.8.
Reappointment of the external director Edith Lusky for an additional (third) term of three (3) years as an external director on the Company's board of directors
2.8.1. It is proposed to reappoint Edith Lusky as an external director on the board of directors of the Company, for an additional (third) term of three (3) years, starting f rom April 26, 2024 until April 25, 2027 (inclusive).
2.8.2. The terms of office of Edith Lusky as an external director on the Company's board of directors remain unchanged, as set out below:
2.8.2.1. Annual compensation and participation in a meeting at the "maximum amount"
f or an external director as set out in the Compensation Regulations, based on the rating of the Company, as it will be from time to time, and according to her expertise, including reimbursement of travel expenses in accordance with the law
2.8.2.2. Edith Lusky was granted a letter of indemnity and exemption from liability in the Company's standard wording (for further information see Note 29.6 to the Company's f inancial statements f or the year ended December 31, 2023, which are attached to the Periodic Report for 2023).
2.8.2.3. Edith Lusky is entitled to be included in the D&O liability arrangements, under standard terms in the Company.
2.8.3. Edith Lusky submitted a statement to the Company as required under Sections 224B and 241 of the Companies Law, attached as part of Appendix A to the Notice of a General Meeting (Hebrew), declaring that she has the required qualifications for appointing her as an external director as set out in Section 240(B) to (F) of the Companies Law, and accordingly she meets the required conditions for classifying her as an external director. 2
2.8.4. For the inf ormation required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2023.
2.8.5. Proposed resolution: Reappointment of the external director Edith Lusky f or an additional (third) term of three (3) years and the terms of her office
2.9.
Reappointment of the external director Tzipi Livni for an additional (second) term of three
(3) years as an external director on the Company's board of directors
2.9.1. It is proposed to reappoint Tzipi Livni as an external director on the board of directors of the Company, for an additional (second) term of three (3) years, starting from April 6, 2024 until April 25, 2027 (inclusive).
2.9.2. The terms of office of Tzipi Livni as an external director on the Company's board of directors remain unchanged, as set out below:
2.9.2.1. Annual compensation and participation in a meeting at the "maximum amount"
f or an external director as set out in the Compensation Regulations, based on the rating of the Company, as it will be from time to time, and according to her expertise, including reimbursement of travel expenses in accordance with the law
2.9.2.2. Tzipi Livni was granted a letter of indemnity and exemption f rom liability in the Company's standard wording (for further information see Note 29.6 to the Company's f inancial statements f or the year ended December 31, 2023, which are attached to the Periodic Report for 2023).
2.9.2.3. Tzipi Livni is entitled to be included in the D&O liability arrangements, under standard terms in the Company.
2.9.3. Tzipi Livni submitted a statement to the Company as required under Sections 221 and 241 of the Companies Law, attached as part of Appendix A to the Notice of a General Meeting (Hebrew), declaring that she has the required qualifications for appointing her as an
2
For the sake of good order, it should be noted that Edith Lusky and her employers and/or partners and/or relatives and/or companies in which she serves as chairperson or CEO and/or companies controlled by her, if relevant, might purchase various telecommunications services from the Company and from other Bezeq Group companies, in the ordinary course of business during her tenure as a director. The Company's internal compliance plan related to securities laws establishes the Company's policy regarding agreements that do not constitute a business relationship for purposes of the definition of a "relationship", for all the external and independent directors in the Company. In addition, in 2023, there were no purchases of communication services constituting a business relationship. Moreover, Edith Lusky instructed her related parties that she will not be involved in or informed of any purchase of suc h communication services for those related parties.
external director as set out in Section 240(B) to (F) of the Companies Law and accordingly she meets the required conditions for classifying her as an external director. 3
2.9.4. For the inf ormation required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2023.
2.9.5. Proposed resolution: Reappointment of the external director Tzipi Livni f or an additional (second) term of three (3) years as an external director on the Company's board of directors and the terms of her office
2.10. Appointment of Orit Alster as a director in the Company
2.10.1. It is proposed to approve the appointment of Orit Alster as a director in the Company's until the end of the next AGM.
2.10.2. Orit Alster will be entitled to the following terms:
2.10.2.1. Annual compensation and participation in a meeting at the "maximum amount" f or an external director as set out in the Compensation Regulations, based on the rating of the Company, as it will be from time to time, and according to her expertise, including reimbursement of travel expenses
2.10.2.2. A letter of indemnity and exemption from liability in the Company's standard wording (for further information see Note 29.6 to the Company's financial statements f or the year ended December 31, 2023, which are attached to the Periodic Report for 2023).
2.10.2.3. Orit Alster is entitled to be included in the D&O liability arrangements, under standard terms in the Company.
2.10.3. Orit Alster submitted a statement to the Company as required by Section 224B of the
Companies Law, attached as part of Appendix A to the Notice of a General Meeting (Hebrew).
3
For the sake of good order, it should be noted that Tzipi Livni and her employers and/or partners and/or relatives and/or companies in which she serves as chairman or CEO and/or companies controlled by her, if relevant, might purchase various telecommunications services from the Company and from other Bezeq Group companies, in the ordinary course of business during her tenure as a director. The Company's internal compliance plan related to securities laws establishes the Company's policy regarding agreements that do not constitute a business relationship for purposes of the definition of a "relationship", for all the external and independent directors in the Company. In addition, in 2023, there were no purchases of communication services constituting a business relationship. Moreover, Tzipi Livni instructed her related parties that she will not be involved in or informed of any purchase of such communication services for those related parties.
2.10.4. Below is inf ormation about Orit Alster in accordance with Sections 26 and 36B(a)(10) of the Report Regulations:
Identity no: | 059618587 |
Date of birth: | April 4, 1965 |
Address for delivery of court notices: | 7 Habanim Street, Ramat Hasharon |
Citizenship: | Israeli |
Membership on board committees: | No |
Independent director or an external director as these terms are defined in the Companies Law, accounting and financial expertise or professional competence, and an expert external director: | Director with accounting and finance expertise |
Employee of the Company, a subsidiary, associate, or interested party: | No |
Date of appointment: | April 1, 2024, subject to the approval of the Company's AGM |
Education: | BA in Economics - Tel Aviv University MBA Business Administration - specializing in finance and accounting - Tel Aviv University LLB - Tel Aviv University |
Employment over the past five years: |
|
Relative of an interested party: | No |
2.10.5. Proposed resolution: To approve the appointment of Orit Alster as a director in the
Company until the end of the next AGM and to approve the terms of her office;
2.11. Dividend distribution
2.11.1. The board of directors recommends the approval of the distribution of a cash dividend to the Company's shareholders amounting to NIS 374 million (which is 70% of the half -year prof it after tax based on the Company's consolidated financial statements (f or t he second half of 2023)), representing as at the date of the notice of convening a General Meeting NIS 0.1351721 per ordinary share of NIS 1 par value of the Company (the "Share"), and 13.51721% of the Company's issued and paid-up share capital (the "Dividend"). The actual amount of the Dividend per share to be paid will be based on the number of shares in the Company's issued and paid-up share capital as at the end of the trading day of April 30, 2024. The record date and the ex-date will be May 1, 2024, and the payment date will be May 9, 2024.
2.11.2. The Company's board of directors assessed the Company's compliance with the tests set out in Section 302 of the Companies Law − the profit test and the solvency test, and determined that the Company meets these tests, as described below.
2.11.2.1. Regarding the profit test - based on the Company's financial statements as at December 31, 2023, the dividend distribution meets the profit test. The board of directors was presented with the distributable retained earnings accumulated in the last two years, amounting to NIS 1,257 million, and the proposed dividend was f ound to meet the profit test (meaning - the Dividend is being paid out of distributable profits).
2.11.2.2. Regarding the solvency test - the board of directors assessed, among other things, the Company's projected cash flows and the financing sources available to it f or repayment of its existing and future obligations, and for payment of the Dividend. In these contexts, the board of directors also assessed the cash and cash equivalents and the amount of credit that the Company estimates is available to it.
As part of the solvency examination, the board of directors also considered the consequences of the Dividend payment on the Company's financial position and liquidity, and on the Company's existing structure of operations, including its effect on the Company's investment plans, capital structure and leverage (including its credit rating).
In this regard, the board of directors was presented with the position of the Company's management that according to which the Dividend payment will not have a negative effect on the Company's operations and investments, as required for maintaining its business position and competitiveness, or the Company's compliance with the solvency test. The board of directors also reviewed the Company's cash flow forecasts (and a sensitivity analysis performed on these forecasts for cases of unexpected significant deterioration in the Company's business) and assessed its financial robustness and ability to
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Bezeq The Israel Telecommunication Corporation Ltd. published this content on 13 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 02:18:06 UTC.
