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The Registrant’s Notice of an Annual General Meeting of Shareholders and Proxy Statement for its Annual General Meeting of Shareholders.
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2.
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Proxy card for use in connection with the Registrant’s Annual and Extraordinary General Meeting of Shareholders.
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OPTIBASE LTD.
(the “Registrant”) By: /s/ Amir Philips —————————————— Amir Philips Chief Executive Officer |
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Very truly yours,
Alex Hillman,
Executive Chairman of the Board of Directors
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AS A FOREIGN PRIVATE ISSUER, WE ARE EXEMPT FROM THE RULES UNDER THE SECURITIES EXCHANGE ACT RELATED TO THE FURNISHING AND CONTENT OF PROXY STATEMENTS. THE CIRCULATION OF THIS PROXY STATEMENT SHOULD NOT BE TAKEN AS AN ADMISSION THAT WE ARE SUBJECT TO THOSE PROXY RULES.
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By Order of the Board of Directors,
Alex Hillman,
Executive Chairman of the Board of Directors
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Name of Beneficial Owner
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No. of Ordinary Shares
Beneficially Owned(1)
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Percentage of Ordinary Shares Beneficially Owned
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The Capri Family Foundation (2)
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3,796,284
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73.03
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%
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Shareholding of all directors and officers as a group (8 persons)(3)
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282,240
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5.35
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%
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(1) |
Number of shares and percentage ownership is based on 5,198,361 ordinary shares outstanding as of November 12, 2018. Such number excludes: (i) 17,895 ordinary shares held by us or for our benefit. Beneficial ownership is determined in accordance with rules of the SEC and includes voting and investment power with respect to such shares. Shares subject to options that are currently exercisable or exercisable within 60 days of November 12, 2018 are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding and to be beneficially owned for the purpose of computing the percentage ownership of any other person. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The shares beneficially owned by the directors include the ordinary shares owned by their family members to which such directors disclaim beneficial ownership.
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(2) |
The information is accurate as of March 18, 2015, and based on Amendment No. 6 to Schedule 13D filed with the SEC on March 18, 2015, by The Capri Family Foundation. According to such Amendment No. 6 to Schedule 13D, Capri directly owns 3,796,284 of our ordinary shares. The core activity of Capri is the holding of investments. In addition, the beneficiaries of Capri are the children of Mr. Tom Wyler, the Chief Executive Officer of our subsidiary, Optibase Inc.
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(3) |
Includes 159,225 ordinary shares, 46,640 ordinary shares held by a trustee for the benefit of our directors and executive officers under our 2006 Plan, which have vested on November 12, 2018 or within 60 days thereafter and 76,375 ordinary shares issuable upon exercise of options exercisable within 60 days of November 12, 2018. Other than Shlomo (Tom) Wyler, all of our directors or executive officers hold less than 1% of our shares.
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NOMINEES
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YEAR FIRST BECAME DIRECTOR
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PRINCIPAL OCCUPATION OR
EMPLOYMENT
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PERCENTAGE OF BENEFICIAL
OWNERSHIP OF SHARES(1)
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Alex Hillman
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2002
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Executive Chairman of the Board of Directors of the Company and Partner in an Israeli accounting firm
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1.2% (2)
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Danny Lustiger (*)
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2009
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President and Chief Executive Officer of Cupron Scientific Inc.
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0.1% (3)
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Reuwen Schwarz
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2014
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Independent Contractor Providing Services to the Company and Real Estate Manager for a Private Company
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-
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SERVING EXTERNAL DIRECTORS
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YEAR FIRST BECAME DIRECTOR
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PRINCIPAL OCCUPATION OR
EMPLOYMENT
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PERCENTAGE OF BENEFICIAL
OWNERSHIP OF SHARES(1)
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Orli Garti-Seroussi (*)
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2008
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Independent Business Consultant and serves as Director in the Israel Electricity Company and the Israel Public Broadcast Corporation. In addition, serves as an external director of Apio (Africa) Ltd. and of Gamatronic Ltd.
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0.1% (4)
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Chaim Labenski (*)
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2010
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Independent Investor
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- (5)
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(1) |
See note 1 to the "Beneficial Ownership of Securities by Certain Beneficial Owners and Management" above. Based on information provided to the Company by the directors, the persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable.
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(2) |
Including 41,850 options and 16,800 restricted shares that are currently exercisable or exercisable within 60 days as of November 12, 2018.
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(3) |
Including 633 options and 4,000 restricted shares that are currently exercisable or exercisable within 60 days as of November 12, 2018.
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(4) |
Including 4,800 restricted shares that are currently exercisable or exercisable within 60 days as of November 12, 2018.
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(5) |
Including 2,400 restricted shares that are currently exercisable or exercisable within 60 days as of November 12, 2018.
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(*) |
Member of the Company’s Audit Committee and the Company's compensation committee (the "Compensation Committee").
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"RESOLVED, that the re-election of Messrs. Hillman, Lustiger and Schwarz as directors of the Company, as presented to the shareholders, be, and same hereby is, approved."
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"RESOLVED, that the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global as the Company’s independent auditors for the fiscal year ending on December 31, 2018, and the authorization of the Board of Directors, upon the recommendation of the Audit Committee, to determine the remuneration of said auditors in accordance with the volume and nature of their services to the Company, and as presented to the shareholders, be, and same hereby are, approved."
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By Order of the Board of Directors,
Alex Hillman,
Executive Chairman of the Board of Directors
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1. |
I hereby give my consent to serve as a Director of the Company, which is a public company incorporated in Israel, and whose shares are traded on the Nasdaq Global Market and on the Tel Aviv Stock Exchange.
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2. |
I am qualified to serve as a director of the Company pursuant to the requirements of Sections 225 – 227 of the Law with regard to restrictions on the appointment of a minor, legally incompetent and restrictions due to prior convictions or administrative law enforcement committee decision, or bankruptcy. These Sections, as in effect as of the date hereof, are attached hereto as Annex A, and are integral parts of this decleration.
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3. |
I am aware of the duty of notice which I am subject to pursuant to Section 227A of the Law and I will fulfill them as required. This Section, as in effect as of the date hereof, is attached hereto as Annex A.
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4. |
I hereby declare that I have the necessary skills and the ability to devote the appropriate amount of time in order to perform the role of a director of the Company with respect to the Company's special needs and its size.
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5. |
I have the following academic degrees:
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1976 - University of Tel Aviv: B.A in Accounting
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1976 - University of Tel Aviv: B.A in Economics
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6. |
The documentation evidencing the aforesaid degrees is attached hereto as Annex B and is an integral part of this declaration.
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7. |
I have work experience as specified in my CV, attached hereto as Annex C. The documentation evidencing these positions is attached hereto as Annex D.
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8. |
My other positions or affairs do not create, or are liable to create, any conflict of interest with my position as a Director of the Company, nor will they harm my ability to serve as a Director of the Company.
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9. |
I hereby undertake to fulfill all the requirements provided by law for a director. I shall fulfill my duty in the best possible way and for the benefit of the Company. Should a concern arise that I will be aware of and/or that will be brought to my attention, pursuant to which I will no longer fulfill one or more of the requirements and/or the declarations set forth above, or should there be a concern that I have breached my duty of loyalty towards the Company (as defined under Section 254 of the Law), I shall notify the Company's Board immediately, in accordance with Section 227A of the law as set forth in Annex A to this declaration.
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10. |
I am not serving as an external director in another company that one of the external directors of the Company serves as a director in that other company.
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11. |
I am aware that my declaration herein shall serve the Company in considering whether I qualify to serve as a director of the Company and in particular whether I fulfill the conditions and criteria established in accordance with the Law, and that this declaration shall be kept in the Company's registered office and shall be open for inspection by any person and shall be published in the Company's public reports.
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12. |
This is my name, this is my signature and the facts stated above are true and correct.
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Alex Hillman | 051133460 | /s/ Alex Hillman | ||
Name
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I.D.
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Signature
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1. |
I hereby give my consent to serve as a Director of the Company, which is a public company incorporated in Israel, and whose shares are traded on the Nasdaq Global Market and on the Tel Aviv Stock Exchange.
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2. |
I am qualified to serve as a director of the Company pursuant to the requirements of Sections 225 – 227 of the Law with regard to restrictions on the appointment of a minor, legally incompetent and restrictions due to prior convictions or administrative law enforcement committee decision, or bankruptcy. These Sections, as in effect as of the date hereof, are attached hereto as Annex A, and are integral parts of this decleration.
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3. |
I am aware of the duty of notice which I am subject to pursuant to Section 227A of the Law and I will fulfill them as required. This Section, as in effect as of the date hereof, is attached hereto as Annex A.
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4. |
I hereby declare that I have the necessary skills and the ability to devote the appropriate amount of time in order to perform the role of a director of the Company with respect to the Company's special needs and its size.
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5. |
I have the following academic degrees:
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Magister (MA), University of Economics and Business Administration Vienna, Austria
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6. |
The documentation evidencing the aforesaid degrees is attached hereto as Annex B and is an integral part of this declaration.
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7. |
I have work experience as specified in my CV, attached hereto as Annex C. The documentation evidencing these positions is attached hereto as Annex D.
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8. |
My other positions or affairs do not create, or are liable to create, any conflict of interest with my position as a Director of the Company, nor will they harm my ability to serve as a Director of the Company.
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9. |
I hereby undertake to fulfill all the requirements provided by law for a director. I shall fulfill my duty in the best possible way and for the benefit of the Company. Should a concern arise that I will be aware of and/or that will be brought to my attention, pursuant to which I will no longer fulfill one or more of the requirements and/or the declarations set forth above, or should there be a concern that I have breached my duty of loyalty towards the Company (as defined under Section 254 of the Law), I shall notify the Company's Chairman of the Board immediately, in accordance with Section 227A of the law as set forth in Annex A to this declaration.
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10. |
I am not serving as an external director in another company that one of the external directors of the Company serves as a director in that other company.
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11. |
I am aware that my declaration herein shall serve the Company in considering whether I qualify to serve as a director of the Company and in particular whether I fulfill the conditions and criteria established in accordance with the Law, and that this declaration shall be kept in the Company's registered office and shall be open for inspection by any person and shall be published in the Company's public reports.
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12. |
This is my name, this is my signature and the facts stated above are true and correct.
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Rouven Schwarz | P 3525616 | /s/ Rouven Schwarz | ||
Name
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Passport No.
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Signature
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1. |
I hereby give my consent to serve as an Independent Director of the Company, which is a public company incorporated in Israel, and whose shares are traded on the Nasdaq Global Market and on the Tel Aviv Stock Exchange.
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2. |
I am aware of the requirements of the Law with regard to the service of an Independent Director, the service period, termination of service, membership in the Company's committees, etc., and that this declaration shall be kept in the Company's registered office and shall be open for inspection by any person and shall be published in the Company's public reports.
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3. |
I am qualified to serve as a director of the Company pursuant to the requirements of Sections 225 – 227 of the Law with regard the restrictions on the appointment of a minor, legally incompetent and restrictions due to prior convictions, administrative law enforcement committee decision or bankruptcy. These Sections, as in effect as of the date hereof, are attached hereto as Annex A and are an integral part of this decleration and, as of the date hereof, do not apply to me and/or with respect to me.
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4. |
I am aware of the duty of notice which I am subject to pursuant to Sections 227A and 245A of the Law and I will fulfill them as required. These Sections, as in effect as of the date hereof, are attached hereto as Annex A.
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5. |
I hereby declare that I have the necessary skills and the ability to devote the appropriate amount of time in order to perform the role of an Independent Director of the Company, as detailed as follows.
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6. |
I have the accounting and financial expertise, in accordance with the Companies Regulations (Conditions and Tests for a Director having Accounting and Financial Expertise and a Director having Professional Qualifications), 5766-2005, (hereinafter: the "Companies Regulations"). The Companies Regulations, as in effect as of the date hereof, are attached hereto as Annex B and is an integral part of this declaration.
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7. |
I have the following academic degrees:
2004 – Stanford University, CA. Graduate School of Business - Executive program for growing companies. 2001 – Tel Aviv University - Advanced study diploma for Executive Directors in Public corporations 1993-1996 – Tel Aviv University - MBA in Finance and International Management 1992-1993 – Tel Aviv University - Advance studies in accounting 1989-1992 – Tel Aviv University - B.A. in Accounting and Economics |
8. |
My business experience is as detailed in the CV attached hereto as Annex D. The documentation evidencing these positions is attached hereto as Annex E.
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9. |
Please mark X in the applicable box:
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Neither I, nor my Relatives, my partner, my employer, who I am subordinate to directly or indirectly, nor any entity of which I am a controlling shareholder, have, or within the past two years prior to the appointment date had (1) any Relationship with the Company, its controlling shareholder at the Appointment Date, or with any Other Entity, or (2) any business or professional relationships with the Company, its controlling shareholder at the Appointment Date, or with any Other Entity, even if such relationships are not of an ordinary nature, excluding de minimis relationships.
For the purpose of this section-
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I have, or within the past two years prior to the appointment date had, minor business or professional relationships with the Company, which have commenced prior to my appointment date as an Independent Director and which do not constitute a "Relationship" under the Companies Regulations (Matters that do Not Constitute a Relationship), 5767-2006 (hereinafter "Relationship Regulations"). The relevant Sections of the Relationship Regulations, as in effect as of the date hereof, are attached hereto as Annex F and are an integral part of this declaration. The aforesaid Relationships are as follows1: ________________________________________________________________.
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10. |
My other positions or affairs do not create, or are liable to create, any conflict of interest with my position as an Independent Director of the Company or constrain my ability to serve as an Independent Director of the Company.
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11. |
I am not a director of a company which has an external director who is a director of the Company.
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12. |
I am not an employee of the Israeli Securities Authority and/or the Tel Aviv Stock Exchange.
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13. |
I am not a Relative of the Company's controlling shareholder.
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14. |
I have not obtained any compensation, directly or indirectly due to my service as a director of the Company, in addition to the compensation and reimbursement of their expenses which I entitled to, as a result of my service as an Independent Director of the Company. For this purpose, consideration shall not include exemption, undertaking to indemnify, indemnity or insurance.
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I hereby undertake to fulfill all the requirements provided by law, for a director in general and for an Independent Director in particular, and to fulfill my duty in the best possible way and for the benefit of the Company. Should a concern arise that I will be aware of and/or that will be brought to my attention, pursuant to which I will no longer fulfill one or more of the requirements and/or the declarations set forth above, or should there be a concern, that I have breached my duty of loyalty towards the Company (as defined under Section 254 of the Law), I shall immediately notify the Company's Chairman of the Board.
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16. |
I am aware that under the Law, neither I, nor my spouse and my children, shall be able to serve as an officer of the Company, to be employed by the Company or to provide it with professional services, in exchange for any consideration, whether directly or indirectly, including through a corporation under my control, unless two years have elapsed since the termination of my services as an Independent Director of the Company, and regarding any Relative who is not my spouse or my children - unless one year has elapsed since the aforesaid termination of my service.
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17. |
I do not serve as a director of the Company for more than 9 years in a row.
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18. |
I do not serve as the Company's Chairman of the Board.
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19. |
I am not employed by the Company, the Company's controlling shareholder or other corporation controlled by the Company's controlling shareholder.
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20. |
I do not provide any services on a permanent basis, to the Company, to its controlling shareholder or other corporation controlled by the Company's controlling shareholder; in addition, my main source of subsistence is not associated with the controlling shareholder.
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21. |
I am aware that my declaration herein, shall be raised in front of the Company prior to the Annual General Meeting which on its agenda is the nomination of the Company's directors and which shall serve the Company for considering whether I qualify to serve as an Independent Director of the Company and in particular whether I fulfill the conditions and criteria of the Companies Regulations and the Relationship Regulations.
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22. |
I hereby acknowledge and agree, that, subject to the approval of the general meeting of the shareholders of the Company, I shall receive compensation as further detailed in Annex G, and that I shall not be entitled to any further compensation from the Company with respect to my services as an Independent Director.
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23. |
This is my name, this is my signature and the facts stated above are true and correct.
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Danny Lustiger | 022963763 | /s/ Danny Lustiger | ||
Name
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I.D.
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Signature
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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Dated: ___________, 2018 |
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(Signature of Stockholder)
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(Signature of Stockholder)
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Please sign exactly as your name(s) appears on your stock certificate. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When the proxy is given by a corporation, it should be signed by an authorized officer.
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