Israel : Convening of a Special General Shareholders Meeting 13.7.2022- English verOpen link in a new window

This is an English convenience translation of the original Hebrew version. In case of any

discrepancy, the binding version is the Hebrew original

	Israel Corporation Ltd.
	Registrar's Number: 520028010
	Form T460
	(Public)
	Transmission via Magna: 06/06/2022
	Reference: 2022-01-070144
To:	To:
The Securities Authority	The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il	www.tase.co.il

Immediate Report of a Meeting

Regulation 36B (a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate

Reports), 5730 - 1970

Explanation: In the event that one of the items on the agenda of the meeting is the approval of a transaction with a controlling shareholder or the approval of an extraordinary proposal, then Form T133 or T138, accordingly, should first be filled in, and, subsequently, a report pursuant to this form is also required.

Is it possible to vote using the electronic voting system: Yes

Note: Selecting this field is possible only for foreign corporations (which are not registered in Israel) and for corporations whose securities are not listed for trading. Use of the voting system will require the corporation to process all of the votes that have been received through this system.

Link to the voting system website, where you can vote: The voting system

Explanation: Shareholders who are entitled to vote using the system will receive the details to access the system from the Stock Exchange members.

The corporation hereby announces: The convening of a meeting.

Note: In the event of any change in the date of the Meeting (whether moving forward or postponing) please select "Postponement of the Meeting" or "Postponement by court order" or "Postponement to an unknown date".

The reference number of the previous announcement of the Meeting is ______, which was convened on ________.

The cause of postponement or cancellation is ________________.

Explanation: Please refer to the reference number of the previous announcement of the convening or postponement of the Meeting.

1. Type of security: Share

Name of the entitling security: Israel Corporation 1 NIS

The number of the security on the Stock Exchange that entitles the holder thereof to participate in the meeting is: 576017

The record date for determining the entitlement to participate and vote at the meeting is: June 13, 2022.

Note: If a Meeting is required on more than one security number, please report Form T460 for each additional security, separately. Reports that specify additional numbers of securities will require the sending of an amending report.

1. On the date of: June 6, 2022
   It was resolved to convene a Special General Meeting _______________
   that will be held on Wednesday, July 13, 2022, at 10:00 a.m.
   at the address: By using means of communications (in view of the limitations to prevent the spread of COVID-19).
   [phone]/ Participant's Code No. 84840656175 #.
2. On the agenda:
   Explanation: Numbering the items on the agenda shall be in accordance with their order of appearance in the Report Convening the Meeting, if attached as a file.
   The items/ resolutions which shall be brought at the general meeting:

1.

The item/ the resolution and the details thereof:

Approval of the updated Compensation Policy for the Company's Officers. For further details on this matter, see Section 2 of the Report attached hereto.

Summary of the Text of the Proposed Resolution: "To approve the updated Compensation Policy for the Company's Officers, as per the draft attached as Appendix A to this Report, as stated in the Report Convening the Meeting."

Approval of the Compensation Policy pursuant to Section 267A(a) of the Companies Law.

Note: A value from this table determines the text of the shareholder's declaration in the electronic voting system. For the exchange table, please click here.

Reference of the previous report regarding approval of a private placement (Form T138): ______

No transaction between the Company and a controlling shareholder thereof as stated in Sections 275 and 320(f) of the Companies Law.

Reference of the previous report in the matter (Form T133): _____________

Explanation of the section of the Companies Law or of the Securities Law or any other law for the approval of the resolution: _____________

Explanation: In the event of a transaction with a controlling shareholder which does not suit any

of the fields in the table showing the sections of the law, please select the field "Declaration: No suitable field exists for classification" and select "Yes" transaction with a controlling shareholder.

Solely in the event of a Debenture Meeting or in the event of a non-controlling shareholder transaction, and if there is no suitable field in the table, please explain and specify the relevant sections of the law by virtue of which the resolution is required.

Does the matter require the disclosure of a connection or other characteristic of the voting shareholder: ______

Note: It is possible to select these fields only if "Declaration: No suitable field exists for classification" was marked in the previous table and it is not a transaction between the Company and the controlling shareholder thereof.

__________________

In the event of a Debenture Meeting

It has been decided that another interest exists: ________

Please specify the other interest _________

Note: The details of the other interest determine the text of the declaration which will be included in the electronic voting system. Please phrase a question to which the answer will be in the form

of "Yes"/"No". The question will appear in the voting system next to the resolution that is on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option of adding details when the answer is "Yes".

Request for additional details from the holders:

It has been decided to require additional details from the holders: No.

Specification regarding the additional details that are required from the holders or regarding the manner of convening the meetings (in case of a meeting according to [Section] 350): _________

Note: This field determines the text of the requirement for additional details which will be included in the electronic voting system. The voter will have the option of adding more details in a text box.

• Amendment of the disclosure.
• Minor change or a change that only entitles the Company as compared with the text of the resolution as specified in the previous report.
• Removed from the agenda.
• The item was discussed at a previous meeting.
• An item was changed / A new item was added to the agenda by a court order.
• An item was changed / A new item was added to the agenda pursuant to Regulation 5B of the Companies Regulations (Notice and Announcement of General Meetings and Class Meeting at a Public Company and the Addition of an Item to the Agenda), 5760- 2000.
• A new item was added to the agenda after the record date due to a technical error, as detailed: _________

Explanation: After the record date, it is not possible to make an amendment to the resolution, except for an amendment to the terms and conditions of the transaction that benefits the Company or a minor modification. Moreover, after the record date, it is not possible to add new items to the agenda, except by way of a court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.

The resolution on the agenda is brought to be voted on.

The type of the majority required for approval is not a simple majority, as set forth in the Report Convening the Meeting, attached hereto.

Will the controlling shareholder's holding percentage of the corporation's shares confer on the controlling shareholder the required majority to pass the proposed resolution? No.

2.

The item/ the resolution and the details thereof:

Approval of the updated terms of office and employment of Mr. Yoav Doppelt, as the Company's CEO. For further details on this matter, see Section 3 of the Report attached hereto.

Summary of the Text of the Proposed Resolution: "To approve the terms of office and employment of Mr. Yoav Doppelt, as the Company's CEO, as stated in the Report Convening the Meeting".

Transaction with a CEO in connection with his terms of office and employment, pursuant to Section 272(c1)(1) of the Companies Law

Note: A value from this table determines the text of the shareholder's declaration in the electronic voting system. For the exchange table, please click here.

Reference of the previous report regarding approval of a private placement (Form T138): ______

No transaction between the Company and a controlling shareholder thereof as stated in Sections 275 and 320(f) of the Companies Law.

Reference of the previous report in the matter (Form T133): _____________

Explanation of the section of the Companies Law or of the Securities Law or any other law for the approval of the resolution: _____________

Explanation: In the event of a transaction with a controlling shareholder which does not suit any

of the fields in the table showing the sections of the law, please select the field "Declaration: No suitable field exists for classification" and select "Yes" transaction with a controlling shareholder.

Solely in the event of a Debenture Meeting or in the event of a non-controlling shareholder transaction, and if there is no suitable field in the table, please explain and specify the relevant sections of the law by virtue of which the resolution is required.

Does the matter require the disclosure of a connection or other characteristic of the voting shareholder: _____________

Note: It is possible to select these fields only if "Declaration: No suitable field exists for classification" was marked in the previous table and it is not a transaction between the Company and the controlling shareholder thereof.

________________

In the event of a Debenture Meeting

It has been decided that another interest exists: ________

Please specify the other interest _________

Note: The details of the other interest determine the text of the declaration which will be included in the electronic voting system. Please phrase a question to which the answer will be in the form of "Yes"/"No". The question will appear in the voting system next to the resolution that is on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option of adding details when the answer is "Yes".

Request for additional details from the holders:

It has been decided to require additional details from the holders: No.

Specification regarding the additional details that are required from the holders or regarding the manner of convening the meetings (in case of a meeting according to [Section] 350): _________

Note: This field determines the text of the requirement for additional details which will be included in the electronic voting system. The voter will have the option of adding more details in a text box.

• Amendment of the disclosure.
• Minor change or a change that only entitles the Company as compared with the text of the resolution as specified in the previous report.
• Removed from the agenda.
• The item was discussed at a previous meeting.
• An item was changed / A new item was added to the agenda by a court order.
• An item was changed / A new item was added to the agenda pursuant to Regulation 5B of the Companies Regulations (Notice and Announcement of General Meetings and Class Meeting at a Public Company and the Addition of an Item to the Agenda), 5760- 2000.
• A new item was added to the agenda after the record date due to a technical error, as detailed: _________

Explanation: After the record date, it is not possible to make an amendment to the resolution, except for an amendment to the terms and conditions of the transaction that benefits the Company or a minor modification. Moreover, after the record date, it is not possible to add new items to the agenda, except by way of a court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.

The resolution on the agenda is brought to be voted on.

The type of the majority required for approval is not a simple majority, as set forth in the Report Convening the Meeting, attached hereto.

Will the controlling shareholder's holding percentage of the corporation's shares confer on the controlling shareholder the required majority to pass the proposed resolution? No.

3.

The item/ the resolution and the details thereof:

Approval of the engagement in a settlement agreement in a Petition for the Certification of an Action as a Derivative Action (in the framework of Derivative Action 68729-11-17), the main details of which are set forth in Section 4 of the Report attached hereto.

Summary of the Text of the Proposed Resolution: "To approve the Company's engagement in a settlement agreement in a Petition for the Certification of an Action as a Derivative Action (in the framework of Derivative Action 68729-11-17), the main details of which are set forth in Section 4 of this Report (including any modification thereto, as shall be approved by the court)."

Declaration: No suitable field exists for classification.

Note: A value from this table determines the text of the shareholder's declaration in the electronic voting system. For the exchange table, please click here.

Reference of the previous report regarding approval of a private placement (Form T138): ______

Yes transaction between the Company and a controlling shareholder thereof as stated in Sections 275 and 320(f) of the Companies Law.

Reference of the previous report in the matter (Form T133): 2022-01-070135

Explanation of the section of the Companies Law or of the Securities Law or any other law for the approval of the resolution:

_____________

Explanation: In the event of a transaction with a controlling shareholder which does not suit any

of the fields in the table showing the sections of the law, please select the field "Declaration: No suitable field exists for classification" and select "Yes" transaction with a controlling shareholder.

Solely in the event of a Debenture Meeting or in the event of a non-controlling shareholder transaction, and if there is no suitable field in the table, please explain and specify the relevant sections of the law by virtue of which the resolution is required.

Does the matter require the disclosure of a connection or other characteristic of the voting shareholder: ______

Note: It is possible to select these fields only if "Declaration: No suitable field exists for classification" was marked in the previous table and it is not a transaction between the Company and the controlling shareholder thereof.

________________

In the event of a Debenture Meeting

It has been decided that another interest exists: ________

Please specify the other interest _________

Note: The details of the other interest determine the text of the declaration which will be included in the electronic voting system. Please phrase a question to which the answer will be in the form of "Yes"/"No". The question will appear in the voting system next to the resolution that is on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option of adding details when the answer is "Yes".