Only shareholders of record at the close of business on July 30, 2009 (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, 2008, 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 August 23, 2009 until August 27, 2009, 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 August 13, 2009. Our Board of Directors may respond to your
notice not later than August 18, 2009.
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 July 30, 2009, 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 10,267,893 Ordinary Shares outstanding as of July 30, 2009.
NUMBER OF PERCENTAGE OF
ORDINARY SHARES ORDINARY
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
---------------- --------- ---------
Willi Food Investments Ltd. ("WILLI FOOD") (1) 7,122,137 69.36%
Joseph Williger (1)(2) 7,208,292 (2) 70.20%
Zwi Williger (1)(2) 7,666,369 (2) 74.66%
All directors and officers as a group (2 persons) 7,752,524 (2) 75.50%
(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 7,122,137 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 July
30, 2009, 3,145,756 Ordinary Shares (approximately 30.64% 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 July 30, 2009,
there were 20 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 69% 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 Ms.
Etty Cohen, who serves as an External Director of the Company and together with
Mr. Ariel Herzfeld who is nominated to be re-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 52, 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 54, 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.
RACHEL BAR-ILAN, age 51, 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, Etty
Cohen 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 re-elect Mr. Ariel Herzfeld 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 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, Zohar & Co. CPA (ISR),
Independent Accountants ("DELOITTE"), as independent auditors of the Company for
the year ending December 31, 2009 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, 2008.
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, 2009 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 RE-ELECT MR. ARIEL HERZFELD AS AN EXTERNAL DIRECTOR FOR A
PERIOD OF THREE YEARS
The Board of Directors has proposed to re-elect Mr. Ariel Herzfeld as an
External Director for an additional term of three years. Mr. Herzfeld has served
as an External Director since August 30, 2006 and his term will expire on August
30, 2009. Mr. Herzfeld is to serve together with Ms. Etty Cohen, who serves as
an External Director of the Company. 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 person 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 Mr. Herzfeld is based upon the
records of the Company and information furnished to it by Mr. Herzfeld.
Ariel Herzfeld, 54, has served as an external director since August 30,
2006. Mr. Herzfeld is a senior partner in the Israeli CPA firm, M. Herzfeld &
Co. and in Herzfeld-Cohen Management Services where he served in auditing,
consulting and managing services, including in information-systems projects to a
wide variety of private and public organizations. Mr. Herzfeld also served as a
director (including a member of the audit committee) in Crystal Consumer
Products Ltd., a prominent Israeli importer of appliances that is traded in the
Tel-Aviv Stock Exchange. Mr. Herzfeld was the managing partner in charge of the
audit-force nominated by the Israeli Parliamentary Investigation Commission for
locating and restoring of property for Holocaust victims in Bank Hapoalim B.M
(one of the largest banks in Israel). Mr. Herzfeld earned his BA degree from the
University of Denver in Colorado in 1978 and his MBA, majoring in Information
Systems Analysis, from the Ono Academic College, in 2005. Mr. Herzfeld is a
Certified Public Accountant (Isr.) and Certified Systems Analyst (Isr.).
Mr. Herzfeld has notified the Company that he 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 Mr. Herzfeld 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 Mr. Ariel Herzfeld be, and hereby is, re-elected to hold
office as an External Director of the Company for an additional 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. Under the Companies Law,
a person may not be appointed as an External Director if he or his relative,
partner, employer or any entity under his control has or had during the two
years preceding the date of appointment any affiliation with the company, any
entity controlling the company or any entity controlled by the company or by
this controlling entity. The term affiliation includes: an employment
relationship, a business or professional relationship maintained on a regular
basis, control, and service as an office holder. No person can serve as an
External Director if the person's position or other business creates, or may
create, conflicts of interest with the person's responsibilities as an External
Director. 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, 2008, 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, 2008, 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 August 23, 2009 until August 27, 2009, 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, 2008, together with the report of the auditors thereon, will be available
upon request by writing to Ms. Ety Sabach, 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: July 30, 2009
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.
September 1, 2009
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 81224 Israel, on September 1, 2009 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 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. 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, 2009, 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. Re-election of Mr. Ariel Herzfeld as an External Director of the Company
for a second three year term .
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.
