Copies of the Company's audited financial statements for the fiscal year
ended December 31, 2007, 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 14, 2008 until December 17, 2008, 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 2, 2008. Our Board of Directors may respond to your
notice not later than December 7, 2008.
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 17, 2008, 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 November 17, 2008.
NUMBER OF
ORDINARY SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED ORDINARY SHARES
---------------- ------------------ ---------------
Willi Food Investments Ltd. ("WILLI FOOD") (1 [6,922,694] [67.42]%
(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 17, 2008, 3,345,199 Ordinary Shares (approximately 32.58% 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 November 17, 2008, there were 22 hol ders 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 and Ms. Etty Cohen, who serve as External Directors 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
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 51, 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 53, 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 50, 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. 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, Zohar & Co. CPA (ISR),
Independent Accountants ("DELOITTE"), as independent auditors of the Company for
the year ending December 31, 2008 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, 2007.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, to approve the appointment of Deloitte & Touche - Brightman,
Almagor, Zohar & Co. CPA (ISR), Independent Accountants, as Independent Auditors
of the Company for the year ending December 31, 2008 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
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, 2007, 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, 2007, 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 December 14, 2008 until December 17, 2008, 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, 2007, 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: November 17, 2008
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.
December 24, 2008
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 December 24, 2008 at 4:00 p.m.,
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 Tohmatsu - Brightman, Almagor, Zohar &
Co. CPA (ISR) as the Company's Independent Auditors for the year ending
December 31, 2008, 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 [_]
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. 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.