Israel : Special General Meeting 27.12.2021Open link in a new window

This is an English convenience translation of the original Hebrew version. In case of any discrepancy,

the binding version is the Hebrew original

	Israel Corporation Ltd.
	Registrar's Number: 520028010
	Form T460
	(Public)
	Date of Transmission: 21/11/2021
	Reference: 2021-01-168939
To:	To:
The Securities Authority	The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il	www.tase.co.il

Immediate Report of a Meeting

Regulation 36B (a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate

Reports), 5730 - 1970

Explanation: In the event that one of the items on the agenda of the meeting is the approval of a transaction with a controlling shareholder or the approval of an extraordinary proposal, then Form T133 or T138, accordingly, should first be filled in, and, subsequently, a report pursuant to this form is also required.

Is it possible to vote using the electronic voting system: Yes

Note: Selecting this field is possible only for foreign corporations (which are not registered in Israel) and for corporations whose securities are not listed for trading. Use of the voting system will require the corporation to process all of the votes that have been received through this system.

The corporation hereby announces: The convening of a meeting.

Note: In the event of any change in the date of the Meeting (whether moving forward or postponing) please select "postponement of the Meeting" or "postponement by court order" or "postponement to an unknown date".

The reference number of the previous announcement of the Meeting is ______, which was convened on ________.

The cause of postponement or cancellation is ________________.

Explanation: Please refer to the reference number of the previous announcement of the convening or postponement of the Meeting.

1. Type of security: Share
   Name of the entitling security: Israel Corporation 1 NIS
   The number of the security on the Stock Exchange that entitles the holder thereof to participate in the meeting is: 576017
   The record date for determining the entitlement to participate and vote at the meeting is: November 28, 2021.
   Note: If a Meeting is required on more than one security number, please report Form T460 for each additional security, separately. Reports that specify additional numbers of securities will require the sending of an amending report.
2. On the date of: November 21, 2021
   It was resolved to convene a Special General Meeting ,
   that will be held on Monday, December 27, 2021, at 10:00 a.m.
   at the address: At the Company's offices or by using means of communications (in view of the limitations set in order to prevent the spread of COVID). Details in the Report Convening the Meeting.

3. On the agenda:

Explanation: Numbering the subjects on the agenda shall be in accordance with their order of appearance in the Report Convening the Meeting, if attached as a file.

The subjects/ resolutions which shall be brought at the general meeting:

1.

The subject/ the resolution and the details thereof:

It is proposed to approve an amendment to the terms of the capital compensation for Mr. Yoav Doppelt, the Company's CEO, in accordance with the description of the main terms and conditions as set forth in Sections 2 and 3 of the Report Convening the Meeting.

Summary of the Text of the Proposed Resolution: "To approve an amendment to the terms of the capital compensation for Mr. Yoav Doppelt, as the Company's CEO, in accordance with the description of the main terms and conditions as set forth in the Report Convening the Meeting."

Declaration: No suitable field exists for classification.

Note: A value from this table determines the text of the shareholder's declaration in the electronic voting system. For the exchange table, please click here.

Reference of the previous report regarding approval of a private placement (Form T138): ______

No transaction between the Company and a controlling shareholder thereof as stated in Sections 275 and 320(f) of the Companies Law.

Reference of the previous report in the matter (Form T133): _____________

Explanation of the section of the Companies Law or of the Securities Law or any other law for the approval of the resolution:

The updating of the terms and conditions of office and employment of the CEO, in deviation from the Compensation Policy, in accordance with Section 272(c1)(2) of the Companies Law.

Explanation: In the event of a transaction with a controlling shareholder which does not suit any

of the fields in the table showing the sections of the law, please select the field "Declaration: No suitable field exists for classification" and select "Yes" transaction with a controlling shareholder.

Solely in the event of a Debenture Meeting or in the event of a non-controlling shareholder transaction, and if there is no suitable field in the table, please explain and specify the relevant sections of the law by virtue of which the resolution is required.

Does the matter require the disclosure of a connection or other characteristic of the voting shareholder: Yes

Note: It is possible to select these fields only if "Declaration: No suitable field exists for classification" was marked in the previous table and it is not a transaction between the Company and the controlling shareholder thereof.

Are you a controlling shareholder or do you have a personal interest in the approval of this resolution?

In the event of a Debenture Meeting

It has been decided that another interest exists: ________

Please specify the other interest _________

Note: The details of the other interest determine the text of the declaration which will be included in the electronic voting system. Please phrase a question to which the answer will be in the form of "Yes"/"No". The question will appear in the voting system next to the resolution that is on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option of adding details when the answer is "Yes".

Request for additional details from the holders:

It has been decided to require additional details from the holders: No.

Specification regarding the additional details that are required from the holders or regarding the manner of convening the meetings (in case of a meeting according to [Section] 350): _________

Note: This field determines the text of the requirement for additional details which will be included in the electronic voting system. The voter will have the option of adding more details in a text box.

• Amendment of the disclosure.
• Minor change or a change that only entitles the Company as compared with the text of the resolution as specified in the previous report.
• Removed from the agenda.
• The item was discussed at a previous meeting.
• An item was changed / A new item was added to the agenda by a court order.
• An item was changed / A new item was added to the agenda pursuant to Regulation 5B of the Companies Regulations (Notice and Announcement of General Meetings and Class Meeting at a Public Company and the Addition of a Subject to the Agenda), 5760- 2000.
• A new item was added to the agenda after the record date due to a technical error, as detailed: _________

Explanation: After the record date, it is not possible to make an amendment to the resolution, except for an amendment to the terms and conditions of the transaction that benefits the Company or a minor modification. Moreover, after the record date, it is not possible to add new items to the agenda, except by way of a court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.

This resolution on the agenda is put to a vote.

The majority required for approval is not a simple majority as specified in the attached report.

Will the controlling shareholders' holding percentage confer on the controlling shareholder the required majority to pass the proposed resolution? No.

2.

The subject/ the resolution and the details thereof:

It is proposed to approve an amendment to the terms of the capital compensation in the Company's Compensation Policy, as per the draft of the amendment attached to this Report as Appendix A, as set forth in Sections 2 and 4 of the Report Convening the Meeting.

Summary of the Text of the Proposed Resolution: "To approve an amendment to the terms of the capital compensation in the Company's Compensation Policy, as per the draft attached as Appendix A to the Report Convening the Meeting, as set forth in the Report Convening the Meeting."

Declaration: No suitable field exists for classification.

Note: A value from this table determines the text of the shareholder's declaration in the electronic voting system. For the exchange table, please click here.

Reference of the previous report regarding approval of a private placement (Form T138): ______

No transaction between the Company and a controlling shareholder thereof as stated in Sections 275 and 320(f) of the Companies Law.

Reference of the previous report in the matter (Form T133): _____________

Explanation of the section of the Companies Law or of the Securities Law or any other law for the approval of the resolution:

The updating of the Compensation Policy, in accordance with Section 267A of the Companies

Law.

Explanation: In the event of a transaction with a controlling shareholder which does not suit any

of the fields in the table showing the sections of the law, please select the field "Declaration: No suitable field exists for classification" and select "Yes" transaction with a controlling shareholder.

Solely in the event of a Debenture Meeting or in the event of a non-controlling shareholder transaction, and if there is no suitable field in the table, please explain and specify the relevant sections of the law by virtue of which the resolution is required.

Does the matter require the disclosure of a connection or other characteristic of the voting shareholder: Yes

Note: It is possible to select these fields only if "Declaration: No suitable field exists for classification" was marked in the previous table and it is not a transaction between the Company and the controlling shareholder thereof.

Are you a controlling shareholder or do you have a personal interest in the approval of this resolution?

In the event of a Debenture Meeting

It has been decided that another interest exists: ________

Please specify the other interest _________

Note: The details of the other interest determine the text of the declaration which will be included in the electronic voting system. Please phrase a question to which the answer will be in the form of "Yes"/"No". The question will appear in the voting system next to the resolution that is on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option of adding details when the answer is "Yes".

Request for additional details from the holders:

It has been decided to require additional details from the holders: No.

Specification regarding the additional details that are required from the holders or regarding the manner of convening the meetings (in case of a meeting according to [Section] 350): _________

Note: This field determines the text of the requirement for additional details which will be included in the electronic voting system. The voter will have the option of adding more details in a text box.

• Amendment of the disclosure.
• Minor change or a change that only entitles the Company as compared with the text of the resolution as specified in the previous report.
• Removed from the agenda.
• The item was discussed at a previous meeting.
• An item was changed / A new item was added to the agenda by a court order.
• An item was changed / A new item was added to the agenda pursuant to Regulation 5B of the Companies Regulations (Notice and Announcement of General Meetings and Class Meeting at a Public Company and the Addition of a Subject to the Agenda), 5760- 2000.
• A new item was added to the agenda after the record date due to a technical error, as detailed: _________

Explanation: After the record date, it is not possible to make an amendment to the resolution, except for an amendment to the terms and conditions of the transaction that benefits the Company or a minor modification. Moreover, after the record date, it is not possible to add new items to the agenda, except by way of a court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.

This resolution on the agenda is put to a vote.

The majority required for approval is not a simple majority as specified in the attached report.

Will the controlling shareholders' holding percentage confer on the controlling shareholder the required majority to pass the proposed resolution? No.

The Report Convening the Meeting is attached herewith: הפיסאןומיז.isa.pdf

4. Attached herewith is/are:

4.1 A file that contains the text of the Voting Form/Position Statement: The file name is:

העבצהבתכ-בחפסנisa.pdf

Yes The text of the Voting Form

No Position Statements

Explanation: Should a Voting Form and/or Position Statement be attached, it is necessary to ascertain that they have been drawn up in accordance with the Companies Regulations (Voting in Writing and Position Statements), 5765-2005. The Company is required to collect together all of the position statements (as construed in Section 88 of the Companies Law, in a single file) in which the date of the publication of the statement will be specified, as well as from whom it was received, and a reference to the relevant page of the consolidated file.

4.2 A file that contains declarations of the candidates / other related documents:

לומגתהתוינידמל9ףיעסאחפסנisa.pdf

• No__ The declaration of the candidate to serve as a director of the corporation
• No__ The declaration of an independent director
• No__ The declaration of an external director
  ______ The declaration of the appointment of a representative to the board of representatives
  ______ An amended deed of trust
  ______ A request for the approval of a creditors' arrangement pursuant to Section 350
  ______ Other__________

Hyperlink to the voting system website, where you can vote: The voting system

Explanation: Shareholders who are entitled to vote using the system will receive the details to access the system from the Stock Exchange members.

1. The quorum for holding of the Meeting: See attached report.
2.  In the absence of a quorum, the adjourned meeting shall be held on January 3, 2022, at 10:00 a.m,.

at the address: At the Company's offices or by using means of communications (in view of the limitations set in order to prevent the spread of COVID). Details in the Report Convening the Meeting.

 In the absence of a quorum, the Meeting shall not be held.

7. The place and the times where it shall be possible to inspect any proposed resolution whose text has not been presented in full in the details of the agenda, above, is:

At the offices of Israel Corporation Ltd., 23 Aranha St., Millennium Tower, Tel Aviv, by prior arrangement and subject to the limitations set in order to prevent the spread of COVID, on Sundays through Thursdays, between 9:00 a.m. - 4:00 p.m., by prior arrangement on Phone number: 03-6844500.

General Meeting Reference No.: __________

Note: The General Meeting Reference Number is the reference number of the preliminary report. In the preliminary report on the meeting, this field remains empty.