The Israel Electric Corporation Ltd.

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Anabel Craig
6 years ago
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1 Immediate Report Notice to the holders of debentures (series 22) of the Israel Electric Corp. Ltd. The IsraeL Electric Corporation Ltd. (the Company) is honored to hereby provide notice of assembling a meeting of the holders of debentures (series 22), that were initially issued according to prospectus dates May 21, 2002 (hereinafter: Prospectus and Debentures, respectively), that shall take place on Monday, September 19, 2011, at 09:00, at the Company s board of directors meeting hall, at 14 Hashmal St., Tel Aviv, while on the agenda special resolutions regarding: A. Appointing Mishmeret Trust Services Co. Ltd. as trustee for the Debentures in place of the Trust Company of Bank Leumi Leisrael Ltd. ( Trust Company of Bank Leumi ) and amending the trust deed dated May 20, 2002 (as amended from time to time) ( Trust Deed ) with respect to replacing the trustee of the Debentures. B. Amending the Trust Deed with respect to the amount and method of paying the fee of the New Trustee; and All as set forth hereunder ( Meeting ) 1. Background Resignation of the Trust Company of Bank Leumi from its duty as trustee of the Debentures and appointing a new trustee In accordance with the Prospectus and the Trust Deed, the trustee for the Debentures holders is the Trust Company of Bank Leumi.

2 On August 2, 2011, the Trust Company of Bank Leumi notified the Company that it resigns from its duty as trustee of the Debentures. The reason of resignation, as provided by the trustee, is possible fear that the trustee shall find itself in a situation of conflict of interest, in accordance with Section 35E of the Israeli Securities Law and the guidelines of the Securities Authority on such matter, and this in light of the amount of credit that Bank Leumi Leisrael Ltd. (the parent company of the resigning trustee) allocated the Company and the companies under its control. In accordance with the provisions of the Trust Deed and Section 35N(e) of the Israeli Securities Law, and in accordance with the notice delivered to the Company by it, the Trust Company of Bank Leumi shall continue serving as trustee of the Debentures until the appointment of a new trustee for the Debentures in its place. The appointment of a new trustee as set forth above is subject to the approval of the General Meeting of Debenture holders (Series 22), the invitation to which is hereby provided according to this immediate report, as well as the approval of the court. In light of the aforementioned, it is proposed to appoint Mishmeret Trust Service Co. Ltd. (hereinabove and after: New Trustee ) as new trustee in place of the Trust Company of Bank Leumi. The New Trustee has granted its consent to serve as trustee for the Debentures holders. In accordance it is proposed to approve an amendment to the Trust Deed, for replacing the trustee of the Debentures, whereby the New Trustee shall undertake to subrogate the Trust Company of Bank Leumi, for all intents and purposes, with respect to the duty of trustee according to the Trust Deed, and to approve an amendment regarding the amount any payment method of the fee of the New Trustee. 2. The proposals on the agenda It is proposed to approve the following resolutions: 2.1. Appointing Mishmeret Trust Services Co. Ltd. as trustee of the Debentures, in place of the Trust Company of Bank Leumi, subject to the approval of the court.

3 Accordingly it is proposed to approve an amendment to the Trust Deed regarding replacement of the trustee of the Debentures, whereby the New Trustee undertakes to subrogate the Trust Company of Bank Leumi, for all intents and purposes with respect to the Trust Deed Amending the Trust Deed with respect to the amount and payment method of the fee of the New Trustee. 3. Eligibility to participate in the meeting, manner of participation in meeting Eligible to participate in the meeting shall be any holder of a Debenture that presents to the trustee, prior to the time of opening the meeting: A. A confirmation from a stock exchange member regarding the balance of Debentures in its possession, as of the effective date (as defined hereunder), and, for corporations and not individuals, an appointment instrument from the holder (and not from the registration company) as set forth in this Section hereunder; Or B. A copy of a power of attorney from the registration company of Bank Leumi Leisrael Ltd., regarding a certain number of Debentures, registered to its name in the Company s register of Debenture holders (whereby the attorney of the registration company is not prohibited from using discretion during the vote) with ownership confirmation attached thereto; Holders of Debentures are entitled to participate in the meeting in person or via proxy appointed by them. The proxy instrument shall be in writing and signed by the appointing party or by its representative that is authorized to do so duly in writing. A proxy instrument shall be made in any acceptable form. A proxy is not required to be himself a holder of Debentures. The proxy and other document by virtue of which it was made, or authorized copies thereof, shall be deposited with the general counsel and secretary of the Company, at

4 the registered office of the Company on 1 Netiv Haor St., POB 10, Haifa 31000, no later than 48 hours prior to the time of the meeting. Any corporation that is a registered holder of Debentures, is entitled by written authorization stamped with the corporate seal and signed by its secretary or another person who is authorized to do so on behalf of the corporation, empower another person it deems fit to act as its representative in the meeting, and the person so authorized shall act on behalf of the corporation he represents as if the holder of the holder of the Debenture was present in person at the meeting. 4. Effective date The effective date for eligibility of Debenture holders to participate and vote at the meeting is the time of the meeting. 5. Place of assembly 14 Hashmal St., Tel Aviv, the Company s board of directors meeting hall. 6. Legal quorum for holding the meeting and adjourned meeting Legal quorum at the meeting for purpose of voting on the two resolutions on the agenda, shall be Debenture holders, present in person or by proxy, together holding or representing at least 50% of the balance of the par value of the Debentures in circulation. In the event that within half an hour of the time set for starting the meeting no legal quorum is present, the meeting shall be adjourned to the same day in the following week, and in the event such day is not a business day, to the next business day thereafter, at the same place and same time, or to other day, place and time, as determined by the Company and notified to the holders of Debentures, in the manner set froth in the Trust Deed.

5 At an adjourned meeting, the legal quorum shall be Debenture holders, present in person or by proxy, together holding or representing at least 10% of the balance of the par value of Debentures in circulation. 7. Required majority The required majority for approving the two resolutions on the agenda are a majority of no less than seventy five percent (75%) of the number of votes present at the vote. Every holder or its representative shall be entitled to one vote for every NIS 1 par value of the general principal not yet settled, of Debentures in circulation by virtue of which it is entitled to vote. 8. Document review Documents and formulation of proposed resolutions can be reviewed at the offices of the Company at 1 Netiv Haor St. Haifa, during acceptable working hours and upon advance coordination via tel David Yahav, Adv. Company General Counsel and Secretary

Bank Leumi Le-Israel B.M.

Bank Leumi Le-Israel B.M. Deed of Trust for Debentures (Series 179) Table of Contents: Section No. Subject Page 1 Introduction, interpretation and definitions 3 2 Issuance of Debentures 5 3 Appointment,