SEC Form SC 13D/A filed by G. Willi-Food International Ltd. (Amendment)
$WILC
Food Distributors
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 41)
G. Willi-Food International Ltd.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.10 per share
(Title of Class of Securities)
M52523103
(CUSIP Number)
4 Nahal Harif St.,
Yavne 81224, Israel
Attention: Yitschak Barabi, Chief Financial Officer
Telephone: 972-8-932-1000with a copy to:
Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co.
One Azrieli Center
Tel Aviv 67021, Israel
Attn: Perry Wildes, Adv.
972-3-607-4444
Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications
October 18, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box: ☐
Note: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No.: M52523103
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SCHEDULE 13D/A
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Page 2 of 15 Pages
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| 1 |
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Williger
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
PF
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
| 8 |
SHARED VOTING POWER
9,788,830 Ordinary Shares (1)
|
||
| 9 |
SOLE DISPOSITIVE POWER
-0-
|
||
| 10 |
SHARED DISPOSITIVE POWER
9,788,830 Ordinary Shares (1)
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,788,830 Ordinary Shares (1)
|
||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.59% (2)
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||
| 14 |
TYPE OF REPORTING PERSON
IN
|
||
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1)
|
Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"),
(ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"), (iii) 13,251 Ordinary Shares held directly by Joseph Williger (“JW”), and (iv)
803,962 Ordinary Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial
ownership of the Ordinary Shares is further described in Item 5.
|
|
(2)
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Based on 13,867,017 Ordinary Shares outstanding as of October 20, 2022 (as provided by the Issuer).
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2
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CUSIP No.: M52523103
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SCHEDULE 13D/A
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Page 3 of 15 Pages
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| 1 |
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zwi Williger
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
PF
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
| 8 |
SHARED VOTING POWER
9,788,830 Ordinary Shares (1)
|
||
| 9 |
SOLE DISPOSITIVE POWER
-0-
|
||
| 10 |
SHARED DISPOSITIVE POWER
9,788,830 Ordinary Shares (1)
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,788,830 Ordinary Shares (1)
|
||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.59% (2)
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| 14 |
TYPE OF REPORTING PERSON
IN
|
||
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(1)
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Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, (ii) 771,075 Ordinary Shares held directly by B.S.D, (iii)
13,251 Ordinary Shares held directly by JW, and (iv) 803,962 Ordinary Shares held directly by ZW. JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial
ownership of the Ordinary Shares is further described in Item 5.
|
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(2)
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Based on 13,867,017 Ordinary Shares outstanding as of October 20, 2022 (as provided by the Issuer).
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3
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CUSIP No.: M52523103
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SCHEDULE 13D/A
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Page 4 of 15 Pages
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| 1 |
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.S.D. Crown LTD.
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
| 8 |
SHARED VOTING POWER
8,971,617 Ordinary Shares (1)
|
||
| 9 |
SOLE DISPOSITIVE POWER
-0-
|
||
| 10 |
SHARED DISPOSITIVE POWER
8,971,617 Ordinary Shares (1)
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,971,617 Ordinary Shares (1)
|
||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐
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||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.70% (2)
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| 14 |
TYPE OF REPORTING PERSON
CO
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(1)
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Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, and (ii) 771,075 Ordinary Shares held directly by B.S.D. The beneficial ownership of the Ordinary Shares is further described in Item 5.
|
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(2)
|
Based on 13,867,017 Ordinary Shares outstanding as of October, 2022 (as provided by the Issuer).
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4
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CUSIP No.: M52523103
|
SCHEDULE 13D/A
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Page 5 of 15 Pages
|
| 1 |
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Willi-Food Investments Ltd.
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
||
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
| 8 |
SHARED VOTING POWER
8,200,542 Ordinary Shares
|
||
| 9 |
SOLE DISPOSITIVE POWER
-0-
|
||
| 10 |
SHARED DISPOSITIVE POWER
8,200,542 Ordinary Shares
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,200,542 Ordinary Shares
|
||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.14% (1)
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| 14 |
TYPE OF REPORTING PERSON
CO
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(1)
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Based on 13,867,017 Ordinary Shares outstanding as of October 20, 2022 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is
further described in Item 5.
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5
This Amendment No. 41 (the "Amendment") amends and supplements the Schedule 13D originally filed with the
Securities and Exchange Commission October 7, 2002.
Item 1. Security and Issuer.
The Amendment relates to the ordinary shares, NIS 0.10 nominal value per share (the “Ordinary Shares”),
of G. Willi-Food International Ltd. (the “Issuer”), an Israeli company with principal executive offices at 4 Nahal Harif St., Yavne 8110602, Israel.
Item 2. Identity and Background.
Item 2 of Schedule 13D, “Identity and Background” is amended and restated to read as follows:
This Amendment to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. (“WIL”), B.S.D
Crown LTD. (“B.S.D”), Joseph Williger (“JW”), Zwi Williger ("ZW") (the foregoing, collectively, the “Reporting Persons”). The agreement among the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached as an exhibit hereto.
WIL is controlled by its majority shareholder, B.S.D (formerly known as Emblaze Ltd.). a company wholly owned by JW and his brother ZW.
WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which
imports and markets food products. The business address of WIL is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel.
B.S.D, an Israeli private company, holds WIL shares. The business address of B.S.D is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor,
Ramat Gan 5268102, Israel.
JW is a citizen of Israel, is a director of B.S.D, director of WIL and a Co-Chairman of the Board of Directors of the Issuer. JW is a citizen
of Israel and his principal employment is business management. and his residence or business address is 76 Kaplan St., Hertzliya 4674311, Israel.
ZW, the brother of JW, is a director of B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer. ZW is a citizen
of Israel and his principal employment is business management. The business address of ZW is 7 Hashikma St., Savion, Israel.
Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses,
principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person.
During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in
this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
6
Item 3. Source and Amount of Funds or other Consideration.
Item 3 of Schedule 13D, "Source and Amount of Funds or other Consideration" is amended by adding the following paragraph:
Between September 1, 2022 until October 18, 2022, ZW purchased 151,668 Ordinary Shares of the Issuer for aggregate consideration of $2,230,080 ZW used his personal funds to acquire the
Ordinary Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, “Interest in Securities of the Issuer” is amended and restated to read as follows:
(a) and (b)
As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately
59.14% of the outstanding Ordinary Shares. Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
WIL is controlled by its majority shareholder, B.S.D, which as of the date hereof directly owns 771,075 Ordinary Shares of the issuer.
Accordingly, as of the date hereof, B.S.D may be deemed to beneficially own 8,971,617 Ordinary Shares (comprised of 771,075 Ordinary Shares held directly by B.S.D, and 8,200,542 Ordinary Shares held directly by WIL), or approximately 64.70%
of the outstanding Ordinary Shares. Thus, as of the date hereof, B.S.D may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
As of the date hereof, JW directly owns though a wholly-owned company 13,2516 Ordinary Shares and ZW directly owns though a wholly-owned company 803,962 Ordinary Shares. JW and ZW
together own 100% of B.S.D shares and each be deemed to beneficially own 9,788,830 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 13,251 Ordinary Shares
held directly by JW and 803,962 Ordinary Shares held directly by ZW), or approximately 70.59% of the outstanding Ordinary Shares. Thus, as of the date hereof, each of JW and ZW may be deemed to have the shared power to vote, or direct
the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein.
Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section
13(d) of the Exchange Act or for any other purpose.
Because JW and ZW are brothers, both serve as a Co-Chairman of the Board of Directors of the Issuer, and JW and ZW together beneficially own
100% of the outstanding shares of B.S.D, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. However, ZW and JW have not acted in concert in connection with the transactions
described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D, WIL or the Issuer, and they disclaim the existence of any such group.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of
Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
7
The beneficial ownership percentages above for the Issuer are based on 13,867,017 Ordinary Shares outstanding as of October 20, 2022, as provided by the Issuer.
|
Price in USD
|
Purchase/Sale
|
Number of Shares
|
Purchaser
|
Date
|
|
209,080
|
purchase
|
13,541
|
ZW
|
01/09/2022
|
|
93,533
|
purchase
|
5,969
|
ZW
|
02/09/2022
|
|
559,085
|
purchase
|
34,725
|
ZW
|
06/09/2022
|
|
27,870
|
purchase
|
1,731
|
ZW
|
07/09/2022
|
|
58,198
|
purchase
|
3,612
|
ZW
|
08/09/2022
|
|
424,363
|
purchase
|
24,879
|
ZW
|
09/09/2022
|
|
21,438
|
purchase
|
1,268
|
ZW
|
12/09/2022
|
|
19,594
|
purchase
|
1,138
|
ZW
|
13/09/2022
|
|
81,914
|
purchase
|
5,000
|
ZW
|
15/09/2022
|
|
138,463
|
purchase
|
8,600
|
ZW
|
16/09/2022
|
|
38,655
|
purchase
|
2,817
|
ZW
|
29/09/2022
|
|
23,481
|
purchase
|
1,850
|
ZW
|
12/10/2022
|
|
18,025
|
purchase
|
1,409
|
ZW
|
13/10/2022
|
|
3,613
|
purchase
|
276
|
ZW
|
14/10/2022
|
|
602,768
|
purchase
|
44,853
|
ZW
|
18/10/2022
|
|
2,320,080
|
|
151,668
|
|
Total
|
(c) Except as set forth in the table below, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report has
beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares.
(d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Ordinary Shares referred to in
this Item 5.
(e) Not applicable.
8
Item 7. Material to be
Filed as Exhibits.
Item 7 of Schedule 13D, “Material to be Filed as Exhibits” is
amended and restated to read as follows:
Exhibits:
| Number |
Description
|
9
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, correct and complete.
Dated: October 20, 2022
|
|
/s/ Joseph Williger
Joseph Williger
/s/ Zwi Williger
Zwi Williger
B.S.D CROWN LTD.
By: /s/ Yaniv Tal
Name: Yaniv Tal
Title: CFO
WILLI-FOOD INVESTMENTS LTD.
By: /s/ Yitschak Barabi
Name: Yitschak Barabi
Title: CFO
|
10
Schedule 1
Unless otherwise provided in Item 2, set forth below are the names of the directors and executive officers B.S.D. Crown LTD., and Willi-Food Investments Ltd., and their
present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship. In addition, any service of such persons as
officers or directors of the Issuer is also indicated. The citizenship of all those listed below is Israel unless otherwise noted.
|
Name
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Joseph Williger
|
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Position in B.S.D, WIL, or Issuer
|
Sharholder of B.S.D with his brother ZW, director in WIL, and a Co-Chairman of the Board of Directors of the Issuer
|
|
Residence or business address
|
7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
|
|
Present principal occupation or employment
|
Director
|
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Name of corporation or organization where employed
|
Yossi Willi Management and Investments Ltd and the issuer
|
|
Address of corporation or organization where employed
|
7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
|
|
Description of principal business of corporation or organization where employed
|
Management and Investments
|
11
|
Name
|
Zwi Williger
|
|
Position in B.S.D, WIL, or Issuer
|
Shareholder of B.S.D with his brother JW, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer
|
|
Residence or business address
|
Nachal Harif Street Northern Industrial Area Yavne, 81106022
|
|
Present principal occupation or employment
|
Director
|
|
Name of corporation or organization where employed
|
ZVI V & CO. and the issuer.
|
|
Address of corporation or organization where employed
|
Nachal Harif Street Northern Industrial Area Yavne 81106022, Israel
|
|
Description of principal business of corporation or organization where employed
|
Management and investments
|
12
|
Name
|
Benzi Sao
|
Kobi Navon
|
Ziv Ironi
|
|
Position in B.S.D, WIL, or Issuer
|
Independent Director of WIL
|
Independent director in WIL
|
External director of WIL
|
|
Residence or business address
|
42 Hazav St., Kfar Vradim, Israel
|
13 David Ben Gurion St., Bnei Brak, Israel
|
2 Ibn Gvirol St., Tel Aviv, Israel
|
|
Present principal occupation or employment
|
Security
|
CPA (Israel)
|
Corporate litigator
|
|
Name of corporation or organization where employed
|
SIGNAL – intelligence group
|
Navon Waisfeld & Co.
|
Ziv Ironi Advocates & Notary
|
|
Address of corporation or organization where employed
|
26 Histadrut St., Petach Tikva, Israel
|
13 David Ben Gurion St., Bnei Brak, Israel
|
2 Ibn Gvirol St., Tel Aviv, Israel
|
|
Description of principal business of corporation or organization where employed
|
Consultation in intelligence, investigations and security
|
Senior partner
|
Law office
|
13
|
Name
|
Avital Bar-Dayan
|
Erez Viner
|
Yitschak Barabi
|
|
Position in B.S.D, WIL, or Issuer
|
External director of WIL
|
Chief Executive Officer of WIL and the Issuer
|
Chief Financial Officer of WIL and the Issuer
|
|
Residence or business address
|
32 Omri, Tel-Aviv, Israel
|
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
|
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
|
|
Present principal occupation or employment
|
Corporate Finance Consolatory
|
CEO of WIL and Issuer
|
Chief Financial Officer of WIL and Issuer
|
|
Name of corporation or organization where employed
|
Self employed
|
WIL and Issuer
|
WIL and Issuer
|
|
Address of corporation or organization where employed
|
32 Omri, Tel-Aviv, Israel
|
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
|
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
|
|
Description of principal business of corporation or organization where employed
|
Independent corporate finance professional
|
Importing and marketing of food products
|
Importing and marketing of food products
|
14
|
Name
|
Victor Bar
|
Einav Brar
|
Idan Ben-Shitrit
|
|
Position in B.S.D, WIL, or Issuer
|
Director of the Issuer
|
External director of the Issuer
|
External director of the Issuer
|
|
Residence or business address
|
204, Ysmin St., Shilat, Israel
|
15, Abarzel, Ramat Achayal-Tel Aviv, Israel
|
10 Klozner St., Ramle, Israel
|
|
Present principal occupation or employment
|
Director
|
Chief Executive Officer
|
Self-employed portfolio manager
|
|
Name of corporation or organization where employed
|
Victor Bar Consultant Ltd.
|
TLV Medical Center
|
Meitav Co. & Altris Co.
|
|
Address of corporation or organization where employed
|
204, Ysmin St., Shilat, Israel
|
15, Abarzel, Ramat Achayal-Tel Aviv, Israel
|
10 Klozner St., Ramle, Israel
|
|
Description of principal business of corporation or organization where employed
|
Provides financial services including value estimations for companies and other entities
|
Surgical center
|
Portfolio management services
|
15