UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Retalix Ltd.
------------
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 per share
---------------------------------------------
(Title of Class of Securities)
M8215W109
---------
(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 27, 2009
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. M8215W109
1 NAME OF REPORTING PERSON: Menora Mivtachim Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,384,314 Ordinary Shares**
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER: 1,384,314 Ordinary Shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,314 Ordinary Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):5.76%***
14 TYPE OF REPORTING PERSON: HC
* See Item 3.
** See Item 5.
*** Based on 24,019,167 ordinary shares of the Issuer issued and outstanding as
of November 19, 2009, obtained from the Issuer's Schedule 14D-9 filed
October 26, 2009 and Form 6-K filed November 19, 2009, filed with the
Securities and Exchange Commission on November 23, 2009.
2
CUSIP No. M8215W109
1 NAME OF REPORTING PERSON: Menora Mivtachim Insurance Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 380,816 Ordinary Shares**
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER: 380,816 Ordinary Shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
380,816 Ordinary Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.58%***
14 TYPE OF REPORTING PERSON: IC
* See Item 3.
** See Item 5.
*** Based on 24,019,167 ordinary shares of the Issuer issued and outstanding as
of November 19, 2009, obtained from the Issuer's Schedule 14D-9 filed
October 26, 2009 and Form 6-K filed November 19, 2009, filed with the
Securities and Exchange Commission on November 23, 2009.
3
CUSIP No. M8215W109
1 NAME OF REPORTING PERSON: Menora Mivtachim Pensions Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 886,175 Ordinary Shares**
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER: 886,175 Ordinary Shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
886,175 Ordinary Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.69%***
14 TYPE OF REPORTING PERSON: EP
* See Item 3.
** See Item 5.
*** Based on 24,019,167 ordinary shares of the Issuer issued and outstanding as
of November 19, 2009, obtained from the Issuer's Schedule 14D-9 filed
October 26, 2009 and Form 6-K filed November 19, 2009, filed with the
Securities and Exchange Commission on November 23, 2009.
4
CUSIP No. M8215W109
1 NAME OF REPORTING PERSON: Menora Mivtachim Finance Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 117,323 Ordinary Shares**
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER: 117,323 Ordinary Shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
117,323 Ordinary Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.49%***
14 TYPE OF REPORTING PERSON: HC
* See Item 3.
** See Item 5.
*** Based on 24,019,167 ordinary shares of the Issuer issued and outstanding as
of November 19, 2009, obtained from the Issuer's Schedule 14D-9 filed
October 26, 2009 and Form 6-K filed November 19, 2009, filed with the
Securities and Exchange Commission on November 23, 2009.
5
CUSIP No. M8215W109
1 NAME OF REPORTING PERSON: Menora Mivtachim Gemel Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 99,139 Ordinary Shares**
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER: 99,139 Ordinary Shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
99,139 Ordinary Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.41%***
14 TYPE OF REPORTING PERSON: EP
* See Item 3.
** See Item 5.
*** Based on 24,019,167 ordinary shares of the Issuer issued and outstanding as
of November 19, 2009, obtained from the Issuer's Schedule 14D-9 filed
October 26, 2009 and Form 6-K filed November 19, 2009, filed with the
Securities and Exchange Commission on November 23, 2009.
6
CUSIP No. M8215W109
1 NAME OF REPORTING PERSON: Menora Mivtachim Mutual Funds Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 46,678 Ordinary Shares**
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER: 46,678 Ordinary Shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
46,678 Ordinary Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.19%***
14 TYPE OF REPORTING PERSON: EP
* See Item 3.
** See Item 5.
*** Based on 24,019,167 ordinary shares of the Issuer issued and outstanding as
of November 19, 2009, obtained from the Issuer's Schedule 14D-9 filed
October 26, 2009 and Form 6-K filed November 19, 2009, filed with the
Securities and Exchange Commission on November 23, 2009.
7
Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D relates to the ordinary share, par value
NIS 1.0 per ordinary share (the "Ordinary Shares") of Retalix Ltd. (the
"Issuer"), an Israeli company whose principal executive offices are located at
10 Zarhin Street Ra'anana 4300, Israel.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Menora Mivtachim Holdings Ltd.
("Menora Holdings"), Menora Mivtachim Insurance Ltd. ("Menora Insurance"),
Menora Mivtachim Finance Ltd. ("Menora Finance"), Menora Mivtachim Pensions
Ltd. ("Mivtachim Pensions"), Menora Mivtachim Gemel Ltd. ("Menora Gemel")
and Menora Mivtachim Mutual Funds Ltd. ("Menora Mutual Funds"). Such
entities are collectively referred to in this Statement as the
"Reporting Persons."
Menora Holdings is a holding company incorporated under the laws of the
State of Israel, whose shares are traded on the Tel Aviv Stock Exchange. 61.9%
of Menora Holding's outstanding shares and are held, directly and indirectly, by
Mr. Menahem Gurevitch and 38.1% of the outstanding shares of Menora Holdings are
held by the public. The address of Menora Holdings' principal office is Menora
House, 115 Allenby Street, Tel Aviv 61008, Israel.
Menora Insurance is a company incorporated under the laws of the State
of Israel. 100.0% of Menora Insurance's outstanding shares are held by Menora
Holdings. Menora Insurance's principal business is insurance. The address of
Menora Insurance's principal office is Menora House, 115 Allenby Street, Tel
Aviv 61008, Israel.
Menora Finance is a holding company incorporated under the laws of the
State of Israel. 100% of Menora Finance's outstanding shares are held by Menora
Holdings. The address of Menora Finance's principal office is Menora House, 115
Allenby Street, Tel Aviv 61008, Israel.
Mivtachim Pensions is a pension fund established in accordance with the
laws of the State of Israel. 100% of Mivtachim Pensions' outstanding shares are
held by Menora Insurance. The address of Mivtachim Pensions' principal office is
Shaa'r Hair Tower, 7 Jabotinsky Street, Ramat Gan 52136, Israel.
Menora Gemel is a company incorporated under the laws of the State of
Israel. 100% of Menora Gemel's outstanding shares are held by Menora Finance.
Menora Gemel's principal business is the management of provident funds. The
address Menora Gemel's principal office is Menora House, 115 Allenby Street, Tel
Aviv 61008, Israel.
Menora Mutual Funds is a company incorporated under the laws of the
State of Israel. 100% of Menora Mutual Funds' outstanding shares are held by
Menora Finance. Menora Mutual Funds' principal business is the management of
mutual funds. The address of Menora Mutual Funds' principal office is Menora
House, 115 Allenby Street, Tel Aviv 61008, Israel.
The name, business address and present principal occupation or
employment of Mr. Menahem Gurevitch, the controlling shareholder of Menora
Holdings, and each of the executive officers and directors of the Reporting
Persons, and the name of any corporation or other organization in which such
employment is conducted, are set forth on Schedule 1 hereto.
During the last five years, none of the Reporting Persons and, to the
best of the Reporting Person's knowledge, Mr. Menahem Gurevitch and any of the
directors and executive officers of the Reporting Persons named on Schedule 1
hereto, has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which proceeding it, he or she was or is subject to a judgment, decree or final
order either enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws, or
finding any violation with respect to such laws.
8
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
During the past 60 days, Menora Mivtachim Pensions purchased an
aggregate of 354,238 Ordinary Shares of the Issuer in a series of transactions.
The total amount of funds used to purchase the 354,238 Ordinary Shares was
approximately $4,601,898.
During the past 60 days, Menora Mutual Funds purchased an aggregate of
26,653 Ordinary Shares of the Issuer in a series of transactions. The total
amount of funds used to purchase the 26,653 Ordinary Shares was approximately
$327,628.
During the past 60 days, Menora Mivtachim Gemel purchased an aggregate
of 78,834 Ordinary Shares of the Issuer in a series of transactions. The total
amount of funds used to purchase the 78,834 Ordinary Shares was approximately
$981,768.
All of the funds used for the purchases of the Issuer's shares reported
in this Statement were derived from the investment accounts of Menora Mivtachim
Pensions, Menora Mivtachim Gemel and Menora Mutual Funds.
Item 4. Purpose of Transaction.
----------------------
The Ordinary Shares purchased by the Reporting Persons during the past
60 days were purchased for portfolio investment purposes. The Reporting Persons
currently do not have any plan or proposal, which relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plan or proposal to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter or by-laws or other actions
which may impede the acquisition of control of the Issuer by any
person;
(h) a class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The Ordinary Shares of the Issuer reported in this Statement as
beneficially owned by the Reporting Persons are held for members of the public
through, among others, provident funds, mutual funds, pension funds and
insurance
9
policies, which are managed by Menora Insurance, Menora Pensions, Menora
Finance, Menora Gemel and Menora Mutual Funds, all of which are wholly-owned
subsidiaries of Menora Holdings, each of which operates under independent
management and makes independent voting and investment decisions. Consequently,
this Statement should not be construed as an admission by the Reporting Persons
that any of them is the beneficial owner of any of the Ordinary Shares of the
Issuer covered by this Statement.
(b) Menora Holdings and Menora Insurance have shared power to vote or
direct the vote and the shared power to dispose or direct the disposition of an
aggregate 380,816 Ordinary Shares of the Issuer held of record by Menora
Insurance, which constitute approximately 1.6% of the outstanding Ordinary
Shares of the Issuer.
Menora Holdings, Menora Insurance and Mivtachim Pensions have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 886,175 Ordinary Shares of the Issuer held of record by
Mivtachim Pensions, which constitute approximately 3.69% of the outstanding
Ordinary Shares of the Issuer.
Menora Holdings and Menora Finance have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the
117,323 Ordinary Shares of the Issuer held of record by Menora Finance, which
constitute approximately 0.5% of the outstanding Ordinary Shares of the Issuer.
Menora Holdings, Menora Finance and Menora Gemel have shared power to
vote or direct the vote and the shared power to dispose or direct the
disposition of the 99,139 Ordinary Shares of the Issuer held of record by Menora
Gemel, which constitute approximately 0.4% of the outstanding Ordinary Shares of
the Issuer.
Menora Holdings, Menora Finance and Menora Mutual Funds have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 46,678 Ordinary Shares of the Issuer held of record by Menora
Mutual Funds, which constitute approximately 0.2% of the outstanding Ordinary
Shares of the Issuer.
The foregoing percentages are based on 24,019,167 ordinary shares of
the Issuer issued and outstanding as of November 19, 2009, obtained from the
Issuer's Schedule 14D-9 filed October 26. 2009 and Form 6-K filed November 19,
2009, filed with the Securities and Exchange Commission on November 23, 2009.
(c) The following table sets forth all the transactions in the Ordinary
Shares effected by Menora Mutual Funds during the past sixty days. All such
transactions were open market purchases effected on the Tel Aviv Stock Exchange.
Date of Purchase (Sales) by Number of Ordinary
Menora Mutual Funds Shares Purchased (Sold) Price Per Share*
------------------- ----------------------- ----------------
Nov 16, 2009 11,169 $12.66
Nov 17, 2009 2,457 $12.75
Nov 25, 2009 2,000 $13.09
Nov 26, 2009 2,734 $12.55
Dec 6, 2009 7,293 $12.73
Dec 9, 2009 1,000 $11.57
The following table sets forth all the transactions in the Ordinary Shares
effected by Menora Mivtachim Gemel during the past sixty days. All such
transactions were open market purchases effected on the Tel Aviv Stock Exchange.
Date of Purchase (Sales) by Number of Ordinary
Menora Mivtachim Gemel Shares Purchased (Sold) Price Per Share*
---------------------- ----------------------- ----------------
Dec 21, 2009 3,600 $11.47
Dec 22, 2009 345 $11.53
Dec 23, 2009 44,220 $12.23
Dec 24, 2009 30,259 $12.90
Dec 27, 2009 410 $12.99
10
The following table sets forth all the transactions in the Ordinary Shares
effected by Menora Mivtachim Pensions during the past sixty days. All such
transactions were open market purchases effected on the Tel Aviv Stock Exchange.
Date of Purchase (Sales) by Number of Ordinary
Menora Mivtachim Pensions Shares Purchased (Sold) Price Per Share*
------------------------- ----------------------- ----------------
Nov 3, 2009 20,935 $11.39
Dec 24, 2009 87,940 $12.9
Dec 27, 2009 178,000 $13.27
Dec 31, 2009 67,363 $12.87
- ----------
*The U.S. dollar price of shares purchased on the TASE is determined by dividing
the price of an ordinary share in New Israeli Shekels by the representative
exchange rate of the New Israeli Shekel against the U.S. dollar on the same
date. The prices do not include broker's commissions.
Except for the foregoing transactions, none of the Reporting Persons
nor, to the knowledge of the Reporting Persons, any of the persons on Schedule
1, have effected any transactions in the Ordinary Shares during the past 60
days.
(d) Except as set forth on this Statement, none of the Reporting
Persons nor, to the knowledge of the Reporting Person, any of the persons listed
on Schedule 1, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares reported above in
this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
-----------------------------------------
None.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 - Joint Filing Agreement
11
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: Jan 3, 2010
MENORA MIVTACHIM HOLDINGS LTD.
By: /s/Ari Kalman By: /s/Yoni Tal
------------- -----------
Name: Ari Kalman Name: Yoni Tal
Title: Deputy Managing Director Title: Chief Investment Officer
MENORA MIVTACHIM INSURANCE LTD.
By: /s/Ari Kalman By: /s/Yoni Tal
------------- -----------
Name: Ari Kalman Name: Yoni Tal
Title: Chief Executive Officer Title: Deputy Managing Director
and Investment Division
Manager
MENORA MIVTACHIM PENSIONS LTD.
By: /s/Yacov Rozen By: /s/Rami Armon
-------------- -------------
Name: Yacov Rozen Name: Rami Armon
Title: Chief Executive Officer Title: Chief Investment Officer
MENORA MIVTACHIM FINANCE LTD.
By: /s/Yehuda Ben Assayag By: /s/Yoni Tal
--------------------- -----------
Name: Yehuda Ben Assayag Name: Yoni Tal
Title: Chairman of the Board of Directors Title: Director
MENORA MIVTACHIM GEMEL LTD.
By: /s/Itai Yaakov By: /s/Yacov Rozen
-------------- --------------
Name: Itai Yaakov Name: Yacov Rozen
Title: Chief Executive Officer Title: Chairman of the Board of
Directors
MENORA MIVTACHIM MUTUAL FUNDS LTD.
By: /s/Ronen Avigdor By: /s/Avi Sternschuss
---------------- ------------------
Name: Ronen Avigdor Name: Avi Sternschuss
Title: Chief Executive Officer Title: Chairman of the Board of
Directors
12
Schedule 1
List of Officers and Directors
Menora Mivtachim Holdings Ltd.
Other Present Principal
Occupation or Employment (if
Name Position at Reporting Person applicable) Business Address
- ---- ---------------------------- ----------- ----------------
Menahem Gurevitch Director and Chief Executive *
Officer
Ari Kalman Deputy Managing Director *
Gedalia Doron Chairman of the Board of Directors 4 Uri St., Tel Aviv, Israel
Shlomo Milo Director 14 Tsamarot St., Herzlia,
Israel
Jacob Segal Director 62 Pinkas St., Tel Aviv,
Israel
Bar Cochva Ben-Gera Director 16 Keren Hyesod, Rishon
Lezion, Israel
Shmuel Schwartz Internal Auditor *
Yoni Tal Chief Investment Officer *
Shai Kompel Chief Financial Officer *
- ------------------
* The business address is that of Menora Holdings Ltd., The address of
Menora Holdings' principal office is Menora House, 115 Allenby Street, Tel Aviv
61008, Israel.
Menora Mivtachim Insurance Ltd.
Other Principal Occupation
Name Position at Reporting Person or Employment (if applicable) Business Address
- ---- ---------------------------- ----------------------------- ----------------
Menahem Gurevitch Chairman of the Board of Directors *
Gedalia Doron Director 4 Uri St., Tel Aviv, Israel
Shlomo Milo Director 14 Tsamarot St., Herzlia,
Israel
Jacob Segal Director 62 Pinkas St., Tel Aviv,
Israel
Kviateck Uri Director 8 Oppenhaimer St.,
Tel Aviv, Israel
Ari Kalman Director and Chief Executive Officer *
Eran Grifel Director C.E.O - Menora Mivtachim *
Real Estate Ltd
Bar Cochva Ben-Gera Director 16 Keren Hyesod, Rishon
Lezion, Israel
Orly Yarkony Director 2 Dov Hoz st, Tel Aviv
Yoni Tal Deputy Managing Director and *
Investment Division Manager
Shai Kompel Deputy Managing Director and *
Accounting Division Manager
Menachem Harpaz Deputy Managing Director and *
Non-life Division Manager
Shmuel Schwartz Internal Auditor *
Yehuda Grossman Information and Technology Division *
Manager
Dr. Avraham Levenglick Assistant General Manager and Chief
Actuary *
Gershon Gurevitch V.P Logistics and Properties *
Yehuda Ben Assayag Deputy Managing Director and Life *
Insurance Division Manager
Ronen Kaufman Deputy Managing Director and Human *
Resources Division Manager
- -------------
* The business address is that of Menora Mivtachim Insurance Ltd. The address
of Menora Insurance's principal office is Menora House, 115 Allenby Street,
Tel Aviv 61008, Israel.
13
Menora Mivtachim Pensions Ltd.
Other Principal Occupation
Name Position at Reporting Person or Employment (if applicable) Business Address
- ---- ---------------------------- ----------------------------- ----------------
Menahem Gurevitch Chairman of the Board of Directors *
Ari Kalman Director *
Shmuel Slavin Director 6 Vissman' St.,
Jerusalem, Israel
Tzipi Samet Director 13 Hatavor St., Mevaseret
Zion, Israel
Eran Grifel Director C.E.O - Menora Mivtachim *
Real Estate Ltd
Yoram Belizovski Director 86 Levi Eshkol St., Tel
Aviv, Israel
Gedalia Doron Director 4 Uri St., Tel Aviv, Israel
Hezi Zaieg Director C.E.O Israel Investment 28 H'ham H'tsarfati St.,
Center in Investment - Ramat Gan, Israel
Ministry of Indusatry Trade
& Labor
Yacov Rozen Chief Executive Officer *
Motti Dahan Chief Operation and Service Officer *
Nir Chats Legal Advisor and General Counsel *
Yeshayahu Orzitzer Chief Actuary *
Guy Krieger Chief Product and Development Officer *
Israel Ezra Chief Financial Officer *
Eli Hillel Chief Audit Executive *
Rami Armon Chief Investment Officer *
Ronny Shilo Division Human Resources and *
Administrative Manager
Eyal Azmon Marketing Manager *
- ------------------
* The business address is that of Menora Mivtachim Pensions Ltd. The address of
Mivtachim Pensions' principal office is Shaa'r Hair Tower, 7 Jabotinsky
Street, Ramat Gan 52136, , Israel.
14
Menora Mivtachim Finance Ltd.
Other Principal Occupation
Name Position at Reporting Person or Employment (if applicable) Business Address
- ---- ---------------------------- ----------------------------- ----------------
Ari Kalman Director *
Yoni Tal Director *
Shai Kompel Director *
Eran Grifel Director C.E.O - Menora Mivtachim Real *
Estate Ltd
Yacov Rozen Director *
Yehuda Ben Assayag Chairman of the Board of Directors *
- ------------------
* The business address is that of Menora Mivtachim Finance Ltd. The address of
Menora Finance's principal office is Menora House, 115 Allenby Street, Tel
Aviv 61008, Israel.
Menora Mivtachim Gemel Ltd.
Other Principal Occupation
Name Position at Reporting Person or Employment (if applicable) Business Address
- ---- ---------------------------- ----------------------------- ----------------
Yacov Rozen Chairman of the Board of Directors *
Guy Krieger Director *
Yehuda Director *
Ben
Assayag
Guy Iluz Director *
Tzipi Samet Director 13 Hatavor St., Mevaseret
Zion, Israel
Hezi Zaieg Director C.E.O Israel Investment 28 H'ham H'tsarfati St.,
Center in Investment - Ramat Gan, Israel
Ministry of Indusatry Trade &
Labor
Yossi Gordon Director C.E.O Association of 31 Meshek, Aminadav, Israel
Constractors and Builders in
Israel
Itai Yaakov Chief Executive Officer *
- ------------------
* The business address is that of Menora Mivtachim Gemel Ltd. Menora Gemel's
principal business is the management of provident funds. The address Menora
Gemel's principal office is Menora House, 115 Allenby Street, Tel Aviv 61008,
Israel.
15
Menora Mivtachim Mutual Funds Ltd.
Other Principal Occupation
Name Position at Reporting Person or Employment (if applicable) Business Address
- ---- ---------------------------- ----------------------------- ----------------
Avi Sternschuss Chairman of the Board of Directors *
Moshe Kiali Director *
Hayim Levi Director Professor at the University 12 Hshahar St., Jerusalem,
of Jerusalem Israel
Eitan Barak Director 3 Kehilat Pozna, Tel Aviv,
Israel
Anat Bavitz Director C.P.A 11After St., Tel Aviv,
Israel
Ronen Avigdor Director and Chief Executive *
Officer
- ------------------
* The business address is that of Menora Mivtachim Mutual Funds Ltd. The
address of Menora Mutual Funds' principal office is Menora House, 115 Allenby
Street, Tel Aviv 61008, Israel.
16