Only shareholders of record at the close of business on November 22, 2010
(the "RECORD DATE") are entitled to vote at the Meeting. At the close of
business on the Record Date, 13,573,679 Ordinary Shares were outstanding and
eligible for voting at the Meeting. Each shareholder of record is entitled to
one vote for each Ordinary Share held on all matters to come before the Meeting.
Copies of the Company's audited financial statements for the fiscal year
ended December 31, 2009, together with the report of the auditors thereon and
the complete copy of the proposed resolutions, will be available at the Meeting
as well as each day between December 19, 2010 until December 23, 2010, between
the hours of 9:00 a.m. - 5:00 p.m. at the Company's offices in 4 Nahal Harif
Street, Northern Industrial Zone, Yavne 81106 Israel.
To the extent you would like to state your position with respect to any of
the proposals described in this proxy statement, in addition to any right you
may have under applicable law, pursuant to regulations under the Israeli
Companies Law, you may do so by delivery of a notice to the Company's offices
located at 4 Nahal Harif Street, Northern Industrial Zone, Yavne 81106 Israel,
not later than December 1, 2010. Our Board of Directors may respond to your
notice not later than December 5, 2010.
Following the Meeting, one or more shareholders holding, at the Record
Date, at least 678,684 Ordinary Shares, which represent approximately five
percent (5%) of the total voting rights of the Company, which are not held by
controlling shareholders of the Company, may review the Proxy Cards submitted to
the Company at Company's offices during business hours.
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THESE PROXY AND PROXY CARD SHALL ALSO SERVE AS A VOTING DEED
(KTAV HATZBA'A) ASSUCH TERM IS DEFINED UNDER THE COMPANIES LAW.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of November 22, 2010, the number of
Ordinary Shares beneficially owned by each shareholder known to the Company to
own more than 5% of the Ordinary Shares. The information presented in the table
is based on 13,573,679 Ordinary Shares outstanding as of November 22, 2010.
NUMBER OF PERCENTAGE OF
ORDINARY SHARES ORDINARY
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
Willi Food Investments Ltd. ("WILLI FOOD") (1) 7,171,737 52.84%
Joseph Williger (1)(2) 7,181,022 (2) 52.90%
Zwi Williger (1)(2) 7,731,256 (2) 56.96%
All directors and officers as a group (2 persons) 7,740,541 (2) 57.03%
(1) Willi Food's securities are traded on the Tel Aviv Stock Exchange. The
principal executive offices of Willi Food are located at 4 Nahal Harif St.,
Northern Industrial Zone, Yavne, 81106 Israel. The business address of each
of Messrs. Joseph Williger and Zwi Williger is c/o the Company, 4 Nahal
Harif St., Northern Industrial Zone, Yavne, 81106 Israel.
(2) Includes 7,171,737 Ordinary Shares owned by Willi Food. Messrs. Zwi
Williger and Joseph Williger serve as directors and executive officers of
Willi Food and of the Company.
All of the shareholders of the Company (including Willi Food) have the same
number of votes for each ordinary share held. Accordingly, the major shareholder
of the Company, Willi Food, does not have voting rights that are different from
those of the Company's other shareholders. The Company believes that, as of
November 22, 2010, 6,401,942 Ordinary Shares (approximately 47.16% of its
outstanding Ordinary Shares) were held by persons who were not officers,
Directors or the owners of 10% of the Company's outstanding Ordinary Shares. As
of November 22, 2010, there were 19 holders of Ordinary Shares of record
registered with a United States mailing address, including banks, brokers and
nominees. These holders of record, including a part of the Company's shares held
by Willi Food through brokers, represented approximately 53% of the total
outstanding Ordinary Shares. Because these holders of record include banks,
brokers and nominees, the beneficial owners of these Ordinary Shares may include
persons who reside outside the United States.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
The Board of Directors has proposed that the following persons, all of whom
are incumbent Directors, be re-elected as Directors to serve in such office
until the next Annual General Meeting of shareholders, and until their
respective successors have been duly elected: (i) Joseph Williger, (ii) Zwi
Williger and (iii) Haim Gertel. Such nominees are to serve together with Mr.
Ariel Herzfeld, who serves as an External Director of the Company and Ms. Talma
Barbash Knoller, who is nominated to be elected as an External Director at the
Meeting. Unless authority to do so is withheld, it is intended that proxies
solicited by the Board of Directors will be voted for the election of the
persons nominated. If any nominee is unable or unwilling to serve, which the
Board of Directors does not anticipate, the persons named in the proxy will vote
for another person in accordance with their best judgment.
The following information with respect to each person nominated and
recommended to be elected as Director is based upon the records of the Company
and information furnished to it by the nominee.
JOSEPH WILLIGER, age 53, has served as the Chief Executive Officer (or
general manager) and a Director of the Company since its inception in January
1994. He has also served as a Chairman of the Company's subsidiaries, W.F.D.
(Import, Marketing and Trading) Ltd. ("W.F.D."),Gold Frost Ltd. ("Gold Frost")
and Y.L.W Baron International Trading Ltd ("Baron"), since November 1996, April
2001and February 2007, respectively. Mr. Williger has also served as a Director
and as chairman of the Board of Willi Food, the controlling shareholder of the
Company, since December 1992 and June 1994, respectively. Mr. Williger has
served as Director of Titanic Food Ltd. ("Titanic"), a company he owns together
with Mr. Zwi Williger, since April 1990. Mr. Williger attended Bar-Ilan
University in Israel and Nortrige University in Los Angeles. Mr. Williger is the
brother of Zwi Williger, Chief Operating Officer and Chairman of the Board of
Directors of the Company.
ZWI WILLIGER, age 55, has served as the Chief Operating Officer and
Chairman of the Company since January 1997, and from inception of the Company to
January 1997 as a Director and Manager of Marketing Development of the Company.
Mr. Williger has also served as a Director of the Company's subsidiaries,
W.F.D., Gold Frost, Baron and Shamir since November 1996, April 2001, February
2007 and January 2008 respectively. Mr. Williger has also served as a Director
of Willi Food since December 1992. Mr. Williger served as Director of Titanic
since April 1990. Mr. Williger attended Fresno University in California. Zwi
Williger is the brother of Joseph Williger, Chief Executive Officer and a
Director of the Company.
HAIM GERTAL, age 74, has served as Director of the Company since August
2010. Mr. Gertal is a member of the Audit Committee of the Company. From 1979 to
1999, Mr. Gertal was the general manager of Hanetz Import Export Ltd., a
subsidiary of Shuferal Ltd, the biggest supermarket chain in Israel, whose main
business is concentration in the import segment for Shufersal and distribution
network operation. From 1954 to 1979, he served in the IDF and retired as a
colonel). Mr. Gertal was trained in logistics system management. Inter alia, Mr.
Gertal commanded over the logistic center for the IDF. Mr. Gertal received his
degree in Economy, Political Science and Sociology (B.A.) from the Bar-Ilan
University, Israel.
AUDIT COMMITTEE
The Company's Ordinary Shares are listed for quotation on the Nasdaq Capital
Market, and the Company is subject to the rules of the Nasdaq Capital Market
applicable to listed companies. Under the current Nasdaq rules, a listed company
is required to have an audit committee consisting of at least three independent
Directors, all of whom are financially literate and one of whom has accounting
or related financial management expertise. Haim Gertel and Ariel Herzfeld
qualify as independent Directors under the current Nasdaq requirements and are
members of the Audit Committee. At the Meeting, the shareholders will be asked
to nominate Ms. Tamara Barbash Knoller as an External Director. Under applicable
SEC and Nasdaq requirements, our audit committee is directly responsible for the
appointment, compensation and oversight of our independent auditors.
The responsibilities of the audit committee under the Israeli Companies Law
include identifying irregularities in the management of the company's business
and approving related party transactions as required by law.
INDEPENDENT DIRECTORS
The Company is a "Controlled Company" within the meaning of the Nasdaq
rules since more than 50% of its voting power is held by Willi Food. As a
Controlled Company, the Company is exempt from certain Nasdaq independence
requirements, such as the requirement that a majority of the Board of Directors
be independent and the rules relating to independence of Directors approving
nominations and executive compensation.
Each of the director nominees has notified the Company that he or she
complies with all requirements under the Israeli Companies Law for serving as a
director.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, that each of Joseph Williger, Zwi Williger and Haim Gertel be,
and hereby is, elected to hold office as a Director of the Company until the
close of the next Annual General Meeting."
The affirmative vote of the holders of a majority of the Ordinary Shares
represented at the Meeting in person or by proxy and voting thereon is necessary
for approval of this resolution.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL NO. 1.
PROPOSAL NO. 2 RE-APPOINTMENT OF INDEPENDENT AUDITORS
At the Meeting, the shareholders will be asked to approve the reappointment
&of Deloitte Touche Tohmatsu - Brightman, Almagor, Zohar & Co. CPA (ISR),
Independent Accountants ("DELOITTE"), as independent auditors of the Company for
the year ending December 31, 2010 and for the period until the next Annual
General Meeting of the Company's shareholders, and to authorize the Board of
Directors, upon recommendation of the Audit Committee, to determine their
remuneration. Deloitte served as the Company's independent auditors for the year
ended December 31, 2009.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, to approve the appointment of Deloitte Touche Tohmatsu -
Brightman, Almagor, Zohar & Co. CPA (ISR), Independent Accountants, as
independent auditors of the Company for the year ending December 31, 2010 and
for the period until the next Annual General Meeting of the Company's
shareholders, and to authorize the Board of Directors, upon recommendation of
the Audit Committee, to determine their remuneration."
The affirmative vote of the holders of a majority of the Ordinary Shares
represented at the Meeting in person or by proxy and voting thereon is necessary
for approval of this resolution.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL NO. 2
PROPOSAL NO. 3 NOMINATE MISS TALMA BARBASH KNOLLER AS AN EXTERNAL
DIRECTOR FOR A PERIOD OF THREE YEARS
Under the Companies Law, Israeli companies whose shares have been offered
to the public in or outside of Israel are required to appoint at least two
external directors to serve on their board of directors. In addition, each
committee of the board of directors entitled to exercise any powers of the board
is required to include at least one external director. The audit committee must
include all the external directors.
A person may not serve as an external director if at the date of the
person's appointment or within the prior two years the person, or his or her
relatives, partners, employers or entities under the person's control, have or
had any affiliation with us or any entity controlling, controlled by or under
common control with us. Under the Companies Law, "affiliation" includes an
employment relationship, a business or professional relationship maintained on a
regular basis or control or service as an office holder, excluding service as a
director intended to be external director on an initial public offering.
A person may not serve as an external director if that person's position or
other business activities create, or may create a conflict of interest with the
person's service as an external director or may otherwise interfere with the
person's ability to serve as an external director. If at the time any external
director is appointed, all members of the board are the same gender, then the
external director to be appointed must be of the other gender.
The Companies Law provides for an initial three-year term for an external
director which may be extended for additional three-year terms.
External directors may be compensated only in accordance with regulations
adopted under the Companies Law. The regulations provide three alternatives for
cash compensation to external directors: a fixed amount determined by the
regulations, an amount within a range set in the regulations, or an amount that
is equal to the average compensation to other directors who are not controlling
shareholders of the company or employees or service providers of the company or
its affiliates. A company also may issue shares or options to an external
director at the average amount granted to directors who are not controlling
shareholders of the company or employees or service providers of the company or
its affiliates. Cash compensation at the fixed amount determined by the
regulations does not require shareholder approval. Compensation determined in
any other manner requires the approval of the company's audit committee, board
of directors and shareholders.
Compensation of external directors must be determined prior to their
consent to serve as an external director. Ms. Knoller's compensation will be as
all other Directors of the company.
An external director is prohibited from receiving any other compensation,
directly or indirectly, in connection with his or her service.
The Board of Directors has proposed to elect Talma Barbash Knoller as an
External Director and as a member of the Audit Committee, to serve in such
office for a period of three consecutive years. Ms. Barbash Knoller is to serve
together with Mr. Ariel Hertzfeld, who serves as an External Director of the
Company. It is the intention of the parties named in the proxy to vote for the
nomination of Ms. Barbash Knoller. Ms. Barbash Knoller would replace Ms. Etti
Cohen, who has served as an External Director since December 2007.
The following information with respect to Ms. Barbash Knoller is based upon
the information furnished to the Company by Ms. Barbash Knoller.
TALMA BARBASH KNOLLER, age 52, is a Certified Public Accountant (Isr.). Ms.
Barbash Knoller serves as a member of BOD and Investments, Comptrollers and
Solvency committees in Shlomo Insurance Company Ltd. Between 2007 and 2010, Ms.
Barbash Knoller served as business development officer and financial manager of
Naama Naot Ltd., an affiliate of the Shamrock group. Between 1996 and 2007 Ms.
Barbash Knoller served as Chief Comptroller of Gmul Investment Company Ltd.
(public holding company). Ms. Barbash Knoller earned her BA degree in accounting
and BA in Economy and Statistics from the Tel-Aviv University, Israel.
Ms. Barbash Knoller has notified the Company that she complies with (i) all
the requirements under the Israeli Companies Law for serving as an External
Director, and (ii) all the requirements under applicable Nasdaq rules for
serving as an independent Director. In addition, the Board of Directors' has
determined that Ms. Barbash Knoller satisfies the conditions of "accounting and
financial expertise" under the Companies Law.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, that Ms. Talma Barbash Knoller be, and hereby is, nominated to
hold office as an External Director of the Company for a three-year term in
accordance with the provisions of the Companies Law."
The affirmative vote of the holders of a majority of the Ordinary Shares
represented at the Meeting in person or by proxy and voting thereon is necessary
for approval of this resolution, provided that either (i) such majority includes
at least one third (1/3) of the total votes of shareholders who are not
"Controlling Shareholders" (as defined in the Israel Companies Law), or anyone
on their behalf, participating in the voting in person or by proxy (with
abstentions not taken into consideration in counting the above-referenced
shareholder votes), or (ii) the total number of shares of non-Controlling
Shareholders mentioned in (i) above that vote against such resolution does not
exceed one percent of the aggregate voting rights in the Company. Shareholders
are required to indicate whether they are a Controlling Shareholder for their
vote to be counted.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL NO. 3
COMPANIES LAW REQUIREMENTS REGARDING EXTERNAL DIRECTORS
We are subject to the provisions of the Israeli Companies Law, 1999 which
requires that we have at least two External Directors. See Proposal No. 3 above
for a description of certain persons that may not serve as External Directors
under the Companies Law. Until the lapse of two years from termination of
office, a company may not engage an External Director to serve as an office
holder and cannot employ or receive services from that person, either directly
or indirectly, including through a corporation controlled by that person.
Under the Companies Law, at least one of the external directors is required
to have Accounting and Financial Expertise and the other External Directors are
required to have Professional Expertise. A director has "Professional Expertise"
if he or she satisfies one of the following:
(i) the director holds an academic degree in one of these areas: economics,
business administration, accounting, law or public administration;
(ii) the director holds an academic degree or has other higher education,
all in the main business sector of the company or in a relevant area for the
board position; or
(iii) the director has at least five years' experience in one or more of
the following (or a combined five years' experience in at least two or more of
these: (a) senior management position in a corporation of significant business
scope; (b) senior public office or senior position in the public sector; or (c)
senior position in the main business sector of the company.
The above qualifications do not apply to external directors appointed prior
to January 19, 2006. However, an external director may not be appointed to an
additional term unless: (i) such director has "Accounting and Financial
Expertise"; or (ii) he or she has "Professional Expertise", and on the date of
appointment for another term there is another external director who has
"Accounting and Financial Expertise" and the number of "Accounting and Financial
Experts" on the board of directors is at least equal to the minimum number
determined appropriate by the board of directors.
REVIEW OF THE FINANCIAL STATEMENTS OF THE COMPANY, AUDITORS' REPORT AND
DIRECTORS' REPORT
The Company will distribute at the Meeting the Financial Statements, the
Auditors' Report and the Directors' Report for the fiscal year ended December
31, 2009, and will present to the Company shareholders certain highlights
thereof.
INFORMATION ABOUT THE COMPANY
Copies of the Company's audited financial statements for the fiscal year
ended December 31, 2009, together with the report of the auditors thereon and
the complete copy of the proposed resolutions, will be available for public
inspection each day between December 19, 2010 until December 23, 2010, between
the hours of 9:00 a.m. - 5:00 p.m. at the Company's offices in 4 Nahal Harif
Street, Northern Industrial Zone, Yavne 81106 Israel.
A copy of the Company's Financial Statements for the year ended December
31, 2009, together with the report of the auditors thereon, is available upon
request by writing to Ms. Ety Sabach, G. Willi-Food International Ltd., 4 Nahal
Harif Street, Northern Industrial Zone, Yavne 81106 Israel.
Dated: November 24, 2010
By Order of the Board of Directors
JOSEPH WILLIGER, CHIEF EXECUTIVE OFFICER
PROXY CARD FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
G. WILLI-FOOD INTERNATIONAL LTD.
December 27, 2010
Please date, sign, and mail your proxy card in the envelope provided as
soon as possible.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of G. WILLI-FOOD INTERNATIONAL LTD. (the "Company")
does hereby appoint Messrs. Joseph Williger and Zwi Williger, and each of them
severally, each with full power of substitution and revocation, to vote, as
designated below, all of the Ordinary Shares of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company, to be held at the offices of the Company, 4 Nahal Harif Street,
Northern Industrial Zone, Yavne 81106 Israel, on December 27, 2010 at 4:00 p.m.,
and at any adjournment thereof, upon:
1. A) Re-election of Mr. Joseph Williger as a Director of the Company, to hold
office subject to the Company's Articles of Association and the Israeli
Companies Law.
FOR [_] AGAINST [_] ABSTAIN [_]
B) Re-election of Mr. Zwi Williger as a Director of the Company, to hold
office subject to the Company's Articles of Association and the Israeli
Companies Law.
FOR [_] AGAINST [_] ABSTAIN [_]
C) Re-election of Mr. Chaim Gertel as a Director of the Company, to hold
office subject to the Company's Articles of Association and the Israeli
Companies Law.
FOR [_] AGAINST [_] ABSTAIN [_]
2. To approve the re-appointment of Deloitte Touche Tohmatsu - Brightman,
Almagor, Zohar & Co. CPA (ISR) as the Company's independent auditors for
the year ending December 31, 2010, and for the period until the next Annual
General Meeting of the Company's shareholders, and to authorize the Board
of Directors, upon recommendation of the Audit Committee, to determine
their remuneration.
FOR [_] AGAINST [_] ABSTAIN [_]
3. To appoint Ms. Talma Barbash Knoller as an External Director of the Company
for a period of three years.
FOR [_] AGAINST [_] ABSTAIN [_]
Are you a controlling shareholder in the Company, or acting on behalf of
such a controlling shareholder? (Please note: if you do not mark either Yes
or No, your shares will not be voted for Item 3).
YES [_] NO [_]
THE ORDINARY SHARES REPRESENTED BY THIS PROXY CARD, WHEN EXECUTED, WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO OTHER
DIRECTION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE
ADOPTION OF PROPOSALS 1 AND 2, BUT NOT FOR PROPOSAL 3. TO THE EXTENT PERMITTED
BY LAW AND APPLICABLE STOCK EXCHANGE REQUIREMENTS, THE PROXIES ARE AUTHORIZED IN
THEIR DISCRETION TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Annual Meeting of Shareholders and Proxy Statement, and hereby revokes any
proxy or proxies heretofore given:
Date: _________________________________
Signature: ____________________________
Signature: ____________________________
(PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ABOVE. IF SHARES ARE OWNED IN JOINT
NAMES, EACH JOINT OWNER MUST SIGN. IF SIGNING AS EXECUTOR, ADMINISTRATOR,
TRUSTEE, ATTORNEY OR GUARDIAN, OR AS AN OFFICER OF A CORPORATION OR GENERAL
PARTNER OF A PARTNERSHIP, PLEASE ALSO GIVE YOUR FULL TITLE)
PLEASE SIGN AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
