Only shareholders of record at the close of business on November 28, 2007
(the "Record Date") are entitled to vote at the Meeting. At the close of
business on the Record Date, 10,267,893 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, 2006 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 16, 2007 until December 24, 2007, 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 81224 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 81224 Israel,
not later than December 9, 2007. Our Board of Directors may respond to your
notice not later than December 14, 2007.
Following the Meeting, one or more shareholders holding, at the Record
Date, at least 513,394 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) AS SUCH 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 28, 2007, the number of
Ordinary Shares beneficially owned by (i) each shareholder known to the Company
to own more than 5% of the Ordinary Shares and (ii) all Directors and officers
as a group: The information presented in the table is based on 10,267,893
Ordinary Shares outstanding as of November 28, 2007.
NUMBER OF
ORDINARY SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED ORDINARY SHARES
---------------- ------------------ ---------------
Willi Food Investments Ltd. ("Willi Food") (1) 6,366,312 62.00%
(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, 81224 Israel.
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 28, 2007, 3,901,581 Ordinary Shares (approximately 38.00% of its
outstanding Ordinary Shares) were held by persons who are not officers,
Directors or the owners of 10% of the Company's outstanding Ordinary Shares. As
of November 28, 2007, there were 21 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 67% 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) Rachel Bar-Ilan. Such nominees are to serve together with Mr.
Ariel Herzfeld, who serves as an External Director of the Company and together
with Ms. Etty Cohen who is nominated to be appointed 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 is supplied by the Board of Directors of the
Company with respect to each person nominated and recommended to be elected as
Director, based upon the records of the Company and information furnished to it
by the nominee.
JOSEPH WILLIGER, age 50, 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.") and Gold Frost Ltd. ("Gold
Frost"), since November 1996 and April 2001, 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 received his
academic education in economics from Bar-Ilan University in Israel and in
Business Management from 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 52, 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.
and Gold Frost, since November 1996 and April 2001, 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.
RACHEL BAR-ILAN, age 49, has served as Director of the Company since May
2001. Ms. Bar-Ilan is a member of the Audit Committee of the Company. Since
2005, she has been the general manager of ORTHOBAR Company, a privately owned
company established in 2002, which provides medical services and orthopedic
equipment to hospitals, institutes, emergency medical care center and private
clinics and patients. From 1999 to 2004, Ms. Bar-Ilan managed the marketing and
application of medical laboratory instrumentation in medical laboratories of
Medtechnica Ltd., a company publicly traded on the Tel Aviv Stock Exchange. From
1994 to 1999, Ms. Bar-Ilan worked for Agentec Ltd., where she has been in charge
of the marketing and application of medical instrumentation in the chemical
field. Ms. Bar-Ilan received her degree in Medical Science (M.Sc.) from the
Technion - Israel Institute of Technology in Haifa, 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. Rachel Bar-Ilan, Shai
Bazak and Ariel Herzfeld qualify as independent Directors under the current
Nasdaq requirements, and are members of the Audit Committee. Shai Bazak will
serve as an independent Director until December 31, 2007. On December 31, 2007,
at the Meeting, the shareholders will be asked to appoint Ms. Etty Cohen as an
independent Director to the Board of Directors and to the Audit Committee. 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.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, that each of Joseph Williger, Zwi Williger and Rachel
Bar-Ilan 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 & Co. CPA (ISR), Independent
Accountants, ("Deloitte") as independent auditors of the Company for the year
ending December 31, 2007 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. A
representative of Deloitte will attend the Meeting and will respond to
appropriate questions. Deloitte served as the Company's independent auditors for
the year ended December 31, 2006.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, to approve the appointment of Deloitte & Touche -
Brightman, Almagor & Co. CPA (ISR), Independent Accountants, as
Independent Auditors of the Company for the year ending December 31, 2007
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 TO APPROVE THE DIRECTOR'S AND OFFICERS' INSURANCE POLICY
At the Meeting, the Shareholders will be asked to approve the director's
and officers' insurance policy for the period August 1, 2007 - July 31, 2008 at
an annual premium of USD 60,000 for a coverage of up to USD 10,000,000, and to
authorize the Board Of Directors to approve the yearly renewal of such
director's and officers' insurance policy without requiring the additional
approval of a General Meeting, so long as the annual premium for such coverage
does not exceed USD 80,000. The Audit Committee of the Company and the Board of
Directors of the Company have already approved this proposal. The director's and
officers' insurance policy will cover the incumbent Directors and officers of
the Company as well as directors and officers of the Company that will be
appointed in the future from time to time
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, to approve the director's and officers' insurance policy
for the period August 1, 2007 - July 31, 2008, at an annual premium of USD
60,000 for a coverage of up to USD 10,000,000, and to further approve the
yearly renewal of such director's and officers' insurance policy, up to an
annual premium of USD 80,000, without needing to obtain the additional
approval of a 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. 3
PROPOSAL NO. 4 TO NOMINATE MISS ETTY COHEN 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.
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 Etty Cohen as an External
Director and as a member of the Audit Committee, to serve in such office for a
period of three consecutive years. It is the intention of the parties named in
the proxy to vote for the election of Ms. Cohen. Ms. Cohen would replace Mr.
Shai Bazak.
The following information with respect to Ms. Cohen is based upon the
information furnished to the Company by Ms. Cohen.
ETTY COHEN, age 39, is an attorney at Law (Israel). Ms. Cohen serves as the
Deputy Manager of Analyst Underwriting & Issue Ltd. Prior to that, Ms. Cohen
served as the VP Marketing & Merchandising of Office Depot. Ms. Cohen also
served as a Marketing Manager of Partner communication Ltd. Ms. Cohen was
responsible for the Marketing and Tariff Strategy. Ms. Cohen has a great amount
of networking in the Capital and Finance Market, investors wise and corporate.
Ms. Cohen has an LL.B from the College of Management, Rishon Lezion, Israel, and
a B.A. in political science from the Hebrew University of Jerusalem, Israel.
To the best of the Board of Directors' knowledge Ms. Cohen qualifies the
conditions of (i) an External Director under the Companies Law; (ii)
"professional expertise" under the Companies Law, as described above and (iii)
an independent Director under applicable Nasdaq rules.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, that Ms. Etty Cohen be, and is hereby, elected to hold
office as an External Director of the Company for a three-year term in
accordance with the provisions of the Companies Law commencing on the end
of the Meeting."
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for the election
of the aforementioned nominee, provided that either (i) such a majority includes
at least a third of the total votes of shareholders, who are not Controlling
Shareholders of the Company (as defined under the Companies Law), participating
at the voting in person or by proxy (votes abstaining shall not be taken into
account in counting the above-referenced shareholder votes); or (ii) the total
number of shares of the non-Controlling shareholders that are voted against such
proposal does not exceed one percent (1%) of the total voting rights in the
Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR PROPOSAL NO. 4
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, 2006, and will present to the Company shareholders certain highlights
thereof. In accordance with applicable Israeli law, at the Meeting, the
directors' representative will answer appropriate questions relating to the
above mentioned statements and reports.
INFORMATION ABOUT THE COMPANY
Copies of the Company's audited financial statements for the fiscal year
ended December 31, 2006 together with the report of the auditors thereon and the
complete copy of the proposed resolutions shall be available for public
inspection each day between December 16, 2007 until December 24, 2007, 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 81224 Israel.
A copy of the Company's Financial Statements for the year ended December
31, 2006 together with the report of the auditors thereon, will be available
upon request by writing to Mr. Yaron Levy, G. Willi-Food International Ltd., 4
Nahal Harif Street, Northern Industrial Zone, Yavne 81224 Israel.
OTHER MATTERS
The Board of Directors knows of no other matters to come before the meeting
other than the matters referred to in the Notice of Meeting of Shareholders.
However, if any other matters which are not now known to the Board should
properly come before the Meeting, the proxy will be voted upon such matters in
accordance with the best judgment of the person voting the proxy.
Dated: November 28, 2007 By Order of the Board of Directors
JOSEPH WILLIGER, CHIEF EXECUTIVE OFFICER
G. WILLI-FOOD INTERNATIONAL LTD. THIS PROXY
IS SOLICITED FROM HOLDERS OF THE ORDINARY SHARES
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 each of them
severally, each with full power of substitution and revocation, to vote all of
the Ordinary Shares of the Company which the undersigned is entitled to vote at
the Annual Meeting and the Special Meeting of Shareholders of the Company, to be
held on December 31, 2007, and at any adjournment thereof, upon:
1. A) 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) 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) Election of Ms. Rachel Bar-Ilan 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. Re-appointment of Deloitte Touche - Brightman, Almagor & Co. CPA (ISR) as
the Company's Independent Auditors for the year 2007, to serve 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 approve the director's and officers' insurance policy for the period
August 1, 2007 - July 31, 2008, and to further approve the yearly renewal
of such director's and officers' insurance policy without needing to seek
the approval of a General Meeting.
FOR [_] AGAINST [_] ABSTAIN [_]
4. To nominate Ms. Etty Cohen as an External Director of the Company for a
period of three years.
FOR [_] AGAINST [_] ABSTAIN [_]
And in their discretion with respect to any other matter that may properly be
presented at the Annual General Meeting or any adjournment thereof.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDERS. IF NO OTHER DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3, 4.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Annual Meeting and Special 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 PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS NECESSARY IF MAILED IN THE UNITED STATES.
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