Fox- Wizel Ltd.
Co. no. 51- 215760- 3
6 Hahermon St. Airport City
Proxy Statement
-First Part-
According to the Companies Regulations (Proxy Statements and Position Notices), 5766 – 2005
(hereinafter the “Regulations”)
1. Name of the Company: Fox – Wizel Ltd.
2. Type of meeting and location of the meeting: A special general meeting of the
shareholders of the Company. the Company shall take place on Thursday the 28th of
May 2015 at 13:00 (hereinafter: the “Meeting”) at the Company’s offices at 6 Hahermon
St. Airport City (hereinafter: the “Company’s Offices”).
3. Details of the issues on the agenda in respect to which it is possible to vote by means
of a proxy statement:
It is proposed to approve the extension of the period of service of Mr. Israel Maimon for
a third term as external director in the Company’s board of directors, for a period of 3
years starting from the end of his second term, on the 10th of June 2015 to the 10th of
June 2018 (hereinafter: the “Additional Term”).
Mr. Israeli Maimon signed a statement according to which he meets the terms required
for appointing him as external director in the Company according to the provisions of
sections 241 (a) of the Companies Law and that he meets the terms required for
appointing him as director, in accordance with the provisions of section 224B of the
Companies Law, and he has even declared that the restrictions set forth in sections 226,
226A and 227 of the Companies Law do not exist with respect to him.
Mr. Israel Maimon is an external director in the Company starting from June 2009 and a
member in the audit committee, the committee for approving the financial statements
and the remuneration committee (chairman).
For additional details regarding Mr. Israel Maimon as required according to regulation
26 and 36B (a) (10) of the Statement Regulations the Company refers to regulation 26 in
the additional details chapter regarding the Company in the periodical statement for
2014 that was published on the 25th of March 2015, reference no.: 2015- 01 – 060838.
The statement of Mr. Israel Maimon is attached hereto as appendix A of the Meeting
Summons Statement.
4. A review of the full version of the issues on the agenda: It is possible to review the
immediate statement summoning this meeting and the proxy statement in the
Company’s offices, during customary work hours and with advance coordination with
Shahar Rania, the Chief Financial Officer at telephone 03- 9050100 and at the internet
site of the Securities Authority whose electronic address is www.magna.isa.gov.il
(hereinafter the “Distribution Site”).
5. The majority required for adopting the resolution:
The majority required for adopting the resolution which is set forth in section 3 above is
as mentioned in section 239 (b) of the Companies Law according to which one of the
following must exist:
(a) The count of the majority of votes in the general meeting of those participating in
the vote shall include the majority of all the shareholders’ votes who are not
controlling shareholders in the Company or who do not have a personal interest in
approving the appointment except for a personal interest that is not a result of the
controlling shareholder’s connections; In a count of all the votes of these
shareholders the votes of the abstainers shall not be taken into account; the
provisions of section 276 shall apply to whoever has a personal interest in the vote,
mutatis mutandis.
(b) The total votes of those objecting out of the shareholders mentioned in paragraph
(a) shall not exceed a two percent of all the voting rights in the Company.
6. This proxy statement shall be valid only if an ownership certificate of an unregistered
shareholder is attached or with respect to a registered shareholder1, a photocopy of his
identity certificate, passport or corporate certificate has been attached. The proxy
statement with these documents enclosed must be furnished to the Company up to 72
hours before the vote.
7. The Company does not allow voting by means of the internet.
8. The Company’s address for delivering proxy statements and position notices: The
Company’s offices; 6 Hahermon St. Airport City.
9. The last date for furnishing position notices to the Company: 8th of May 2015.
1
A shareholder that is not registered is whoever a share is registered in his favor at a stock exchange
member and that same share is included among the shares registered in the Shareholders Registry in the
name of the Nominee Company.
10. The last date for furnishing a response of the board of directors to the position notices:
13th of May 2015.
11. The address of the distribution site and the internet site of the Tel Aviv Stock Exchange
Ltd. where the proxy statements and position notices are located:
The distribution site: http://www.magna.isa.gov.il/
The internet site of the Tel Aviv Stock Exchange Ltd: http://maya.tase.co.il
12. Shareholders are entitled to receive ownership certificates at the branch of the stock
exchange member or by post, if this has been requested. A request in this matter shall
be given in advance to a certain securities account.
13. An unregistered shareholder is entitled to receive by electronic mail without
consideration a link to the version of the proxy statement and position notice at the
distribution site from a member of the stock exchange through which he holds his
shares, unless he has notified the stock exchange that he is not interested in receiving a
link as mentioned or that he is interested in receiving proxy statements in the mail in
consideration for payment; a notice regarding proxy statements shall also apply with
respect to receiving position notices.
14. One shareholder or more that holds at the effective time shares in the amount
constituting five percent or more of the total voting rights in the Company, and whoever
holds such percentage as mentioned, out of the total voting rights that are not held by
the controlling in the Company as defined in section 268 of the Companies Law, is
entitled to review the proxy statements as set forth in regulation 10 of the Regulations.
The quantity of shares that constitutes 5% of the total voting rights in the Company (not
fully diluted) is 663,352 ordinary shares of the Company. A quantity of shares that
constitutes 5% of the total voting rights in the Company (not fully diluted) that are not
held by the controlling shareholder in the Company, as the term is defined in section
268 of the Companies Law is 328,107 ordinary shares of the Company.
15. A shareholder shall note his vote with respect to the issue on the agenda in the second
part of the proxy statement.
Fox- Wizel Ltd.
Co. no. 51- 215760- 3
6 Hahermon St. Airport City
Proxy Statement
-Second Part-
Name of the Company: Fox- Wizel Ltd.
Company’s address (for delivering and sending proxy statements): 6 Hahermon St., Airport City
Company number: 51- 215760- 3
Meeting time: Thursday, 28th of May 2015, at 13:00 o’clock.
Type of meeting: Special meeting of the Company’s shareholders
The effective date: 28th of April 2015.
Details of the shareholders:
1. Name of the shareholder: _____________________.
2. Identity certificate no.: ____________________
If the shareholder has no Israeli identity certificate –
Passport no: _________________ ,The country where it was issued: ____________
Valid until: ________________
If the shareholder is a corporation –
Corporation no. : _________________ Country of incorporation: _______________
Notice of the identity of the voter in accordance with the instructions of the Securities
Authority regarding the vote of interested parties, senior officers and institutional bodies in
the meeting: (mark √ in the appropriate place in the table).
Institutional investor
2
3
Interested party2
Senior officer3
I am not one of these
bodies
As defined in section 1 of the Securities Law, 5728- 1968 (hereinafter: the “Securities Law”)
As defined in section 37 (d) of the Securities Law
The manner of the vote: (mark √ in the appropriate place in the table).
Issues on the agenda
The vote4
For
Section 3


Against
Are you among the
controlling shareholders in
the Company or do you have
a personal interest in
approving the appointment
as a result of connections
with the controlling
shareholder
abstained Yes
No
The approval
of Mr. Israel
Maimon for
a third term
as external
director in
the
Company’s
board of
directors
This proxy statement is valid only with an ownership certificate for shareholders that
hold shares through a member of the stock exchange (according to section 177 (1) of
the Companies Law).
The proxy statement is valid with a photocopy of the identity certificate/ passport/
certificate of incorporation for shareholders that are registered in the Company’s
shareholders registry.
The following are details with respect to me being a controlling shareholder/ having a personal
interest:
______________________________________________________________________________
______________________________________________________________________________
_______________________
Date
4
Not marking shall be considered as refraining from voting
_______________________
Signature