UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) * HADERA PAPER LTD. (FORMERLY NAMED AMERICAN ISRAELI PAPER MILLS LTD.) (Name of Issuer) ORDINARY SHARES, PAR VALUE NIS0.01 PER SHARE (Title of Class of Securities) 027069-50-9 (CUSIP Number) CLAL INDUSTRIES AND INVESTMENTS LTD. THE TRIANGULAR TOWER, 45TH FLOOR 3 AZRIELI CENTER, TEL AVIV 67023 ISRAEL ATTN: CORPORATE SECRETARY TEL: +972 3 6075794 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NUFAR MALOVANI, ADV. | CORPORATE SECRETARY CLAL INDUSTRIES AND INVESTMENTS LTD. 3 AZRIELI CENTER, TRIANGLE TOWER, 45TH FLOOR, TEL-AVIV 67023 TEL. +972 3 6075794| FAX. +972 3 6075131 SEPTEMBER 30, 2009 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-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.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Clal Industries and Investments Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) WC - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 [a] NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 3,007,621 [a] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 3,007,621 [a] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,007,621 [a] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 59.4% [a] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- [a] As of February 28, 2010 and as of September 30, 2009. Page 2 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) DIC Loans Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 [a] NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 0 [a] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 0 [a] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 [a] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0% [a] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- [a] As of February 28, 2010 and as of September 30, 2009. Page 3 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Discount Investment Corporation Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [X] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 [a] NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 0 [a] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 0 [a] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 [a] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0% [a] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- [a] As of February 28, 2010 and as of September 30, 2009. Page 4 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) IDB Development Corporation Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 [a][b] NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 3,007,621 [a][b] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a][b] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 3,007,621 [a][b] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,007,621 [a][b] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] [c] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 59.4% [d] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- [a] The number of Shares is as of February 28, 2010. The number of Shares in Rows (8), (10) and (11) does not include 383,182 Shares held for members of the public through, among others, provident funds, mutual funds, pension funds, exchange traded funds and insurance policies, which are managed by subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development Corporation Ltd., and 4,998 Shares held by unaffiliated third-party client accounts managed by a subsidiary of CIEH as portfolio manager (collectively, the "Managed Shares"). The Reporting Person disclaims beneficial ownership of the Managed Shares. [b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11) was 3,022,132 Shares. This number of Shares included 14,511 Shares held by subsidiaries of CIEH for their own account. This number of Shares did not include 392,152 Shares held for members of the public through, among others, provident funds, mutual funds, pension funds, exchange traded funds and insurance policies, which are managed by subsidiaries of CIEH, and 5,070 Shares held by unaffiliated third-party client accounts managed by a subsidiary of CIEH as portfolio manager (collectively, the "Previous Managed Shares"). The Reporting Person disclaims beneficial ownership of the Previous Managed Shares [c] As of February 28, 2010 - excludes the Managed Shares. As of September 30, 2009 - excluded the Previous Managed Shares [d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the total number of Shares then outstanding. Page 5 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) IDB Holding Corporation Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 [a][b] NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 3,007,621 [a][b] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a][b] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 3,007,621 [a][b] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,007,621 [a][b] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] [c] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 59.4% [d] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- [a] The number of Shares is as of February 28, 2010. The number of Shares for Rows (8), (10) and (11) does not include the "Managed Shares". The Reporting Person disclaims beneficial ownership of the Managed Shares. [b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11) was 3,022,132 Shares. This number of Shares included 14,511 Shares held by subsidiaries of CIEH for their own account. This number of Shares did not include the Previous Managed Shares. The Reporting Person disclaims beneficial ownership of the Previous Managed Shares [c] As of February 28, 2010 - excludes the Managed Shares. As of September 30, 2009 - excludes the Previous Managed Shares [d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the total number of Shares then outstanding. Page 6 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Nochi Dankner - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 3,007,621 [a][b] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a][b] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 3,007,621 [a][b] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,007,621 [a][b] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] [c] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 59.4% [d] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- [a] The number of Shares is as of February 28, 2010. The number of Shares for Rows (8), (10) and (11) does not include the "Managed Shares". The Reporting Person disclaims beneficial ownership of the Managed Shares. [b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11) was 3,022,132 Shares. This number of Shares included 14,511 Shares held by subsidiaries of CIEH for their own account. This number of Shares did not include the Previous Managed Shares. The Reporting Person disclaims beneficial ownership of the Previous Managed Shares [c] As of February 28, 2010 - excludes the Managed Shares. As of September 30, 2009 - excludes the Previous Managed Shares [d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the total number of Shares then outstanding. Page 7 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Shelly Bergman - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 3,007,621 [a][b] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a][b] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 3,007,621 [a][b] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,007,621 [a][b] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] [c] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 59.4% [d] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- [a] The number of Shares is as of February 28, 2010. The number of Shares for Rows (8), (10) and (11) does not include the "Managed Shares". The Reporting Person disclaims beneficial ownership of the Managed Shares. [b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11) was 3,022,132 Shares. This number of Shares included 14,511 Shares held by subsidiaries of CIEH for their own account. This number of Shares did not include the Previous Managed Shares. The Reporting Person disclaims beneficial ownership of the Previous Managed Shares [c] As of February 28, 2010 - excludes the Managed Shares. As of September 30, 2009 - excludes the Previous Managed Shares [d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the total number of Shares then outstanding. Page 8 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Ruth Manor - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 3,007,621 [a][b] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a][b] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 3,007,621 [a][b] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,007,621 [a][b] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] [c] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 59.4% [d] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- [a] The number of Shares is as of February 28, 2010. The number of Shares for Rows (8), (10) and (11) does not include the "Managed Shares". The Reporting Person disclaims beneficial ownership of the Managed Shares. [b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11) was 3,022,132 Shares. This number of Shares included 14,511 Shares held by subsidiaries of CIEH for their own account. This number of Shares did not include the Previous Managed Shares. The Reporting Person disclaims beneficial ownership of the Previous Managed Shares [c] As of February 28, 2010 - excludes the Managed Shares. As of September 30, 2009 - excludes the Previous Managed Shares [d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the total number of Shares then outstanding. Page 9 of 25 pages
SCHEDULE 13D CUSIP NO. 027069-50-9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Avraham Livnat - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC Use only - -------------------------------------------------------------------------------- 4 Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF ------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 3,007,621 [a][b] OWNED BY ------------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 [a][b] PERSON WITH ------------------------------------------------------------- 10 Shared Dispositive Power 3,007,621 [a][b] - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,007,621 [a][b] - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] [c] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 59.4% [d] - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- [a] The number of Shares is as of February 28, 2010. The number of Shares for Rows (8), (10) and (11) does not include the "Managed Shares". The Reporting Person disclaims beneficial ownership of the Managed Shares. [b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11) was 3,022,132 Shares. This number of Shares included 14,511 Shares held by subsidiaries of CIEH for their own account. This number of Shares did not include the Previous Managed Shares. The Reporting Person disclaims beneficial ownership of the Previous Managed Shares [c] As of February 28, 2010 - excludes the Managed Shares. As of September 30, 2009 - excludes the Previous Managed Shares [d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the total number of Shares then outstanding. Page 10 of 25 pages
This Amendment No. 16 on Schedule 13D/A (the "Amendment") amends and supplements, to the extent specified herein, the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by the Reporting Persons with respect to the ordinary shares, par value New Israeli Shekel 0.01 per share, of Hadera Paper Ltd., formerly named American Israeli Paper Mills Ltd. (the "Statement"). Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Statement. The Amendment is filed by the Reporting Persons in connection with changes in their ownership of the Shares as a result of a purchase of Shares by Clal from DIC Loans and DIC. The following amends and supplements Items 2, 3, 4, 5 and 6 of the Statement. Item 2. IDENTITY AND BACKGROUND (a), (b) and (c): The Reporting Persons. DIC Loans and DIC cease to be Reporting Persons with respect to ownership of Shares. As of February 28, 2010: IDB Development owned approximately 61% of the outstanding shares of Clal and approximately 74% of the outstanding shares of DIC (and likewise, respectively, as of September 30, 2009). IDB Holding owned all (100%) of the outstanding shares of IDB Development (and likewise as of September 30, 2009). Nochi Dankner (together with a private company controlled by him) and Shelly Bergman owned approximately 56.9% and 12.5% respectively (and likewise, respectively, as of September 30, 2009) of the outstanding shares of, and control, Ganden Holdings. One of the other shareholders of Ganden Holdings, owning approximately 1.7% of Ganden Holdings' outstanding shares, agreed to vote all its shares of Ganden Holdings in accordance with Nochi Dankner's instructions (and likewise as of September as of September 2009). Ganden Holdings owned approximately 54.5% (and approximately 55.3% as of September 30, 2009) of the outstanding shares of IDB Holding, including approximately 37% (and approximately 38% as of September 30, 2009) of the outstanding shares of IDB Holding owned through Ganden which is a wholly owned subsidiary of Ganden Holdings. These shares of IDB Holding, other than approximately 31% of the outstanding shares of IDB Holding owned by Ganden, are not subject to the Shareholders Agreement. Substantially all of the shares of IDB Holding owned by Ganden and Ganden Holdings have been pledged to financial institutions as collateral for loans taken to finance the purchase of these shares. Upon certain events of default, these financial institutions may foreclose on the loans and assume ownership of or sell these shares. Shelly Bergman owned through private Israeli corporation which is wholly owned by her approximately 4.2% (and likewise as of September 30, 2009) of the outstanding shares of IDB Holding. These shares of IDB Holding are not subject to the Shareholders Agreement. Ruth Manor owned through a private Israeli corporation which is controlled by her approximately 13.2% (and approximately 13.4% as of September 30, 2009) of the outstanding shares of IDB Holding, including approximately 10% (and likewise as of September 30, 2009) of the outstanding shares of IDB Holding owned through Manor which is a majority owned subsidiary of the above-mentioned corporation. These shares of IDB Holding, other than approximately 10% of the outstanding shares of IDB Holding owned by Manor, are not subject to the Shareholders Agreement. Avraham Livnat owned through a private Israeli corporation which is controlled by him approximately 13.2% (and approximately 13.4% as of September 30, 2009) of the outstanding shares of IDB Holding, including approximately 10% (and likewise as of September 30, 2009) of the outstanding shares of IDB Holding owned through Livnat which is a wholly owned subsidiary of the above-mentioned corporation. These shares of IDB Holding, other than approximately 10% of the outstanding shares of IDB Holding owned by Livnat, are not subject to the Shareholders Agreement. The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) Clal, (ii) DIC Loans, (iii) DIC, (iv) IDB Development and (vi) IDB Holding are set forth in Schedules A, B, C, D and E attached hereto, respectively, and incorporated herein by reference. (d) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B, C, D and E to this Amendment, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors, except as follows: Page 11 of 25 pages
In February 2010, the Supreme Court of Israel reversed, in appeal proceedings initiated by the prosecution in December 2004, the acquittal of DIC, several past executive officers of DIC and one of its other officers by the Tel Aviv District Court in November 2004 in appeal proceedings initiated by them in June 2002, and reinstated their conviction by the Tel Aviv Magistrate's Court back in February 2002, of criminal offenses under the Israeli Securities Act, 1968, regarding the inclusion of a misleading detail in DIC's annual and quarterly financial statements in order to mislead a reasonable investor by not attaching the financial statements of certain companies to DIC's financial statements in respect of the financial reporting periods from 1990 through the first quarter of 1995 filed with the Tel Aviv Stock Exchange and the Israeli Registrar of Companies. None of the activities underlying the legal proceedings described above, which activities ended in May 1995, relate to or involve the Issuer or its business in any way. (e) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B, C, D and E to this Amendment, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was 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. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On September 30, 2009 Clal purchased from DIC Loans and DIC an aggregate of 1,085,760 Shares for a total purchase price of NIS 246 million (then approximately $65,460,350), in cash, using Clal's own funds to pay such total purchase price. Item 4. PURPOSE OF TRANSACTION The Shares acquired by Clal as set forth in this Amendment were purchased for investment purposes. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of February 2010: Clal was the direct owner of 3,007,621 Shares, constituting approximately 59.4% of the outstanding Shares (and likewise as of September 30, 2009). Clal shares the power to vote and dispose of these Shares. DIC Loans and DIC did not own any Shares (and likewise as of September 30, 2009). IDB Development may be deemed to be the beneficial owner, and to share the power to vote and dispose, of the 3,007,621 Shares owned by Clal, constituting approximately 59.4% of the outstanding Shares (and as of September 30 2009 - also 14,511 Shares held by subsidiaries of CIEH for their own account, or a total of 3,022,132 Shares, constituting approximately 59.7% of the outstanding Shares). IDB Development disclaims beneficial ownership of all these Shares. IDB Holding and the Reporting Persons who are natural Persons may each be deemed the beneficial owners of, and to share the power to vote and dispose of, 3,007,621 Shares beneficially owned by Clal, constituting approximately 59.4% of the outstanding Shares (and as of September 30, 2009 - an aggregate of 3,022,132 Shares beneficially owned by Clal and IDB Development, constituting approximately 59.7% of the outstanding Shares). Each of IDB Holding and the Reporting Persons who are natural Persons disclaims beneficial ownership of all these Shares. According to the latest reports of the Issuer, as of February 28, 2010 there were 5,060,872 Shares (and as of September 30, 2009 - 5,060,774 Shares) outstanding. The percentages of the outstanding Shares set forth above are based on these numbers as applicable. On September 30, 2009 Clal purchased from DIC Loans and DIC in a privately negotiated transaction an aggregate of 1,085,760 Shares, being all of the Shares then owned by DIC Loans and DIC, for a total purchase price of NIS 246 million. During the 60 days which ended on February 28, 2010 subsidiaries of CIEH sold for their own account a total of 8,719 Shares as set forth in the following table. All these sales were made in open market transactions on the Tel Aviv Stock Exchange. DATE OF NUMBER OF SHARES TRANSACTION PURCHASED PRICE PER SHARE (IN NIS) ----------- -------------------------- ----------------------- (excluding commissions) February 2, 2010 1,840 271.61 1,757 284.72 February 3, 2010 1,715 291.27 February 4, 2010 1,684 297.15 February 7, 2010 575 292.60 February 8, 2010 151 294.50 263 292.00 500 292.51 163 292.60 71 294.90 Page 12 of 25 pages
During the 60 days which ended on September 30, 2009 a subsidiary of CIEH purchased for its own account 410 Shares at a price of NIS 195.80 per Share excluding commissions. This purchase was made on August 11, 2009 in an open market transaction on the Tel Aviv Stock Exchange. Except as aforesaid, none of the Reporting Persons purchased or sold any Shares during the 60 days periods which ended on February 28, 2010 and September 30, 2009 respectively. Information provided to the Reporting Persons indicates that none of the executive officers and directors of IDB Holding, IDB Development, Clal, DIC and DIC Loans owned as of February 28, 2010 and as of September 30, 2009, or purchased or sold during the 60 days which ended on each of such dates, any Shares. Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Voting Agreement terminated effective as of September 30, 2009, upon the sale by DIC Loans and DIC of all the Shares owned by them to Clal. Item 7. MATERIAL TO BE FILED AS EXHIBITS Schedules A, - Name, citizenship, residence or business address and present B, C, D and E principal occupation of the directors and executive officers of (i) Clal, (ii) DIC Loans, (iii) DIC, (iv) IDB Development and (v) IDB Holding. Exhibit 1 - Letter Agreement dated March 4, 2010 between DIC Loans and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of DIC Loans. Exhibit 2 - Letter Agreement dated March 4, 2010 between DIC and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of DIC. Exhibit 3 - Letter Agreement dated March 4, 2010 between IDB Development and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of IDB Development. Exhibit 4 - Letter Agreement dated March 4, 2010 between IDB Holding and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of IDB Holding. Exhibit 5 - Letter Agreement dated March 3, 2010 between Nochi Dankner and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of Nochi Dankner. Exhibit 6 - Letter Agreement dated March 3, 2010 between Shelly Bergman and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of Shelly Bergman. Exhibit 7 - Letter Agreement dated March 4, 2010 between Ruth Manor and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of Ruth Manor. Exhibit 8 - Letter Agreement dated March 4, 2010 between Avraham Livnat and Clal authorizing Clal to file this Amendment No. 16 and any amendments hereto on behalf of Avraham Livnat. Page 13 of 25 pages
SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 15 is true, complete and correct. Date: March 8, 2010 CLAL INDUSTRIES AND INVESTMENTS LTD. DIC LOANS LTD. DISCOUNT INVESTMENT CORPORATION LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY BERGMAN RUTH MANOR AVRAHAM LIVNAT BY: CLAL INDUSTRIES AND INVESTMENTS LTD. (Signed) BY: ______________________________ _________ and _________, authorized signatories of Clal Industries and Investments Ltd., for itself and on behalf of DIC Loans Ltd., Discount Investment Corporation Ltd., IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, pursuant to agreements annexed to this Amendment No. 16 as Exhibits 1 through 8. Page 14 of 25 pages
Schedule A Directors and Executive Officers of CLAL INDUSTRIES AND INVESTMENTS LTD. (as of February 28, 2010 and also as of September 30, 2009) Citizenship is the same as country of address, unless otherwise noted. NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION Nochi Dankner Chairman of the Chairman of IDB Holding; IDB Development, DIC and 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies. floor, Tel-Aviv 67023, Israel Avi Fischer Director & Co-Chief Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Executive Officer Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal. Refael Bisker Director Chairman of Property and Building Corporation 3 Azrieli Center, The Triangular Tower, 44th Ltd. Co-Chairman of Shufersal Ltd. floor, Tel-Aviv 67023, Israel Marc Schimmel Director Co-Managing Director of UKI Investments. 54-56 Euston St., London NW1, United Kingdom Yecheskel Dovrat Director Economic consultant & director of companies. 1 Nachshon Street, Ramat Hasharon 47301, Israel Eliahu Cohen Director Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel Shay Livnat Director President of Zoe Holdings Ltd. 3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel David Leviatan Director Director of companies. 18 Mendele Street, Herzelia 46709, Israel Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 103 Kahanman Street, of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Adiel Rosenfeld Director Representative in Israel of the Aktiva group. 42 Ha'Alon Street, Timrat 23840, Israel Liora Polachek External Director Independent Lawyer, Partner and Director at 46 He Beiyyar St., Tel Aviv , Sitan Polachek Attorney. Israel Zeev Ben- Asher External Director Managers Coacher and organizational consultant. 20 Carmely St., Ramt-Gan , Israel Page 15 of 25 pages
Zvi Livnat Co-Chief Executive Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Officer Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal. Boaz Simons Senior Vice Senior Vice President of Clal. 3 Azrieli Center, The Triangular Tower 45th President floor, Tel-Aviv 67023, Israel Guy Rosen Senior Vice Senior Vice President of Clal; Deputy Chairman of 3 Azrieli Center, The Triangular Tower 45th President IDB Tourism Ltd.. floor, Tel-Aviv 67023, Israel Gonen Bieber (**) Vice President and Vice President and Chief Financial Officer of 3 Azrieli Center, The Triangular Tower 45th Chief Financial Clal; Vice President and finance manager of IDB floor, Tel-Aviv 67023, Israel Officer Development; Finance manager of IDB Holding. Nitsa Einan Vice President and General Counsel of Clal and Clal Biotechnology 3 Azrieli Center, The Triangular Tower 45th General Counsel Industries Ltd. floor, Tel-Aviv 67023, Israel Yehuda Ben Ezra Vice President & Comptroller of Clal. 3 Azrieli Center, The Triangular Tower 45th Comptroller floor, Tel-Aviv 67023, Israel Tal Mund Vice President Business Development of Clal 3 Azrieli Center, the Triangular Tower 45th floor, Tel Aviv 67023, Israel (*) Dual citizen of Israel and France. (**) Dual citizen of Israel and Germany. ==================================================== Schedule B Directors and Executive Officers of DIC LOANS LTD. (as of February 28, 2010 and also as of September 30, 2009) Citizenship is the same as country of address, unless otherwise noted. NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION Raanan Cohen Director Vice President of DIC. 3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel Michel Dahan Director & Chief Vice President and Chief Financial Officer of DIC. 3 Azrieli Center, The Triangular Tower 44th Financial Officer floor, Tel-Aviv 67023, Israel Kurt Keren Director Corporate Secretary of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Motti Berenstain Comptroller Comptroller of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel ==================================================== Page 16 of 25 pages
Schedule C Directors and Executive Officers of DISCOUNT INVESTMENT CORPORATION LTD. (as of February 28, 2010 and also as of September 30, 2009 unless otherwise noted) Citizenship is the same as country of address, unless otherwise noted. NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION Nochi Dankner Chairman of the Chairman of IDB Holding; IDB Development, DIC and 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies. floor, Tel-Aviv 67023, Israel Zehava Dankner Director Director of companies. 64 Pinkas Street, Tel Aviv 62157, Israel Zvi Livnat Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal. Avi Fischer Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal. Refael Bisker Director Chairman of Property and Building Corporation 3 Azrieli Center, The Triangular Tower, 44th Ltd. Co-Chairman of Shufersal Ltd. floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Co-Managing Director of UKI Investments. 7 High field Gardens, London NW11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd. Taavura Junction, Ramle 72102, Israel Eliahu Cohen Director Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Gideon Lahav Director Director of companies. 124 Ehad Ha-Am Street, Tel-Aviv 65208, Israel Moshe Arad External Director Director of companies. 14 Shay Agnon Street, Jerusalem 92586, Israel Gideon Dover External Director Chief Executive Officer and director of Dover 11 Hamaalot Street, Medical and Scientific Equipment Ltd. Herzlia B 46583, Israel Prof. Niv Ahituv External Director Professor at the Faculty of Management in the Tel 33 Drezner Street, Aviv University. Tel Aviv 69496, Israel. Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 103 Kahanman Street, of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Page 17 of 25 pages
Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Haim Gavrieli Director Chief Executive Officer of IDB Holding; Executive 3 Azrieli Center, The Triangular Tower, 44th Vice President of IDB Development. floor, Tel-Aviv 67023, Israel Ami Erel President and Chief President and Chief Executive Officer of DIC; 3 Azrieli Center, The Triangular Tower, 44th Executive Officer Chairman of NetVision Ltd., Cellcom Israel Ltd. floor, Tel-Aviv 67023, Israel and Koor Industries Ltd. Raanan Cohen Vice President Vice President of DIC; Chief Executive Officer of 3 Azrieli Center, The Triangular Tower, 44th Koor Industries Ltd. floor, Tel-Aviv 67023, Israel Ari Bronshtein Vice President Vice President of DIC; Co-Chief Executive Officer 3 Azrieli Center, The Triangular Tower, 44th of Elron. floor, Tel-Aviv 67023, Israel Michel Dahan Vice President and Vice President and Chief Financial Officer of DIC. 3 Azrieli Center, The Triangular Tower, 44th Chief Financial floor, Tel-Aviv 67023, Israel Officer Asaf Topaz (**) Vice President Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Motti Berenstain Comptroller Comptroller of DIC 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Dr. Yochai Rafaelli (***) Vice President Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel (*) Dual citizen of Israel and France (**) Only as of February 28, 2010 (***) Only as of September 30, 2009 ==================================================== Schedule D Directors and Executive Officers of IDB DEVELOPMENT CORPORATION LTD. (as of February 28, 2010 and also as of September 30, 2009) Citizenship is the same as country of address, unless otherwise noted. NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION Nochi Dankner Chairman of the Chairman of IDB Holding, IDB Development, DIC and 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies. floor, Tel-Aviv 67023, Israel Zehava Dankner Director Director of companies. 64 Pinkas Street, Tel Aviv 62157, Israel Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal. Page 18 of 25 pages
Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal. Refael Bisker Director Chairman of Property and Building Corporation 3 Azrieli Center, The Triangular Tower, 44th Ltd.; Co-Chairman of Shufersal Ltd. floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Co-Managing Director of UKI Investments. 7 High field Gardens, London NW11 9HD, United Kingdom Shay Livnat Director President of Zoe Holdings Ltd. 3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower 44th Executive Officer floor, Tel-Aviv 67023, Israel Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 103 Kahanman Street, of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Abraham Ben Joseph Director Director of companies. 87 Haim Levanon Street, Tel-Aviv 69345, Israel Amos Malka Director Director of companies 18 Nahal Soreq Street, Modi'in 71700, Israel Prof. Yoram Margalioth Director Senior lecturer (expert on tax laws) at the 16 Ha'efroni Street, Faculty of Law in the Tel Aviv University. Raanana 43724, Israel Irit Izakson Director Director of companies. 15 Great Matityahou Cohen Street, Tel-Aviv 62268, Israel Lior Hannes Senior Executive Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chief Executive Officer of IDB floor, Tel-Aviv 67023, Israel Investments (U.K.) Ltd. Dr. Eyal Solganik Executive Vice Executive Vice President and Chief Financial 3 Azrieli Center, The Triangular Tower, 44th President and Chief Officer of IDB Development; Chief Financial floor, Tel-Aviv 67023, Israel Financial Officer Officer of IDB Holding. Ari Raved Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Gonen Bieber ** Vice President and Vice President and Chief Financial Officer of 3 Azrieli Center, The Triangular Tower, 45th finance manager Clal; Vice President and finance manager of IDB floor, Tel-Aviv 67023, Israel Development; Finance manager of IDB Holding. Page 19 of 25 pages
Haim Gavrieli Executive Vice Chief Executive Officer of IDB Holding; Executive 3 Azrieli Center, The Triangular Tower, 44th President Vice President of IDB Development. floor, Tel-Aviv 67023, Israel Haim Tabouch Vice President Vice President Comptrolling of IDB Development; 3 Azrieli Center, The Triangular Tower, 44th Comptrolling Comptroller of IDB Holding. floor, Tel-Aviv 67023, Israel Amir Harosh Comptroller Comptroller of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Inbal Tzion Vice President and Vice President and Corporate Secretary of IDB 3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary Development; Corporate Secretary of IDB Holding. floor, Tel-Aviv 67023, Israel (*) Dual citizen of Israel and France. (**) Dual citizen of Israel and Germany. ==================================================== Schedule E Directors and Executive Officers o f IDB HOLDING CORPORATION LTD. (as of February 28, 2010 and also as of September 30, 2009) Citizenship is the same as country of address, unless otherwise noted. NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION Nochi Dankner Chairman of the Chairman of IDB Holding, IDB Development, DIC and 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies. floor, Tel-Aviv 67023, Israel Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor vehicle sector 103 Kahanman Street, the Board of of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Directors Arie Mientkavich Vice Chairman of Chairman of Elron; Deputy Chairman of Gazit-Globe 3 Azrieli Center, The Triangular Tower, 42nd the Board of Ltd. and Chairman of Gazit-Globe Israel floor, Tel-Aviv 67023, Israel Directors (Development) Ltd. Zehava Dankner Director Director of companies. 64 Pinkas Street, Tel Aviv 62157, Israel Lior Hannes Director Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Development; Chief Executive Officer of IDB floor, Tel-Aviv 67023, Israel Investments (U.K.) Ltd. Refael Bisker Director Chairman of Property and Building Corporation 3 Azrieli Center, The Triangular Tower, 44th Ltd.; Co-Chairman of Shufersal Ltd. floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Co-Managing Director of UKI Investments. 7 High field Gardens, London NW11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd. Taavura Junction, Ramle 72102, Israel Page 20 of 25 pages
Eliahu Cohen Director Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group. Bnei Brak 51553, Israel Meir Rosenne Director Attorney. 8 Oppenheimer Street, Ramat Aviv, Tel Aviv 69395, Israel Shmuel Dor External Director Head of auditing of subsidiaries of Clalit Health 7 Tarad Street, Ramat Gan 52503, Israel Services Zvi Dvoresky External Director Chief Executive Officer of Beit Kranot Trust Ltd. 3 Biram Street, Haifa 34986, Israel Zvi Livnat Director and Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Executive Vice Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel President Officer of Clal. Haim Gavrieli Chief Executive Chief Executive Officer of IDB Holding; Executive 3 Azrieli Center, The Triangular Tower, 44th Officer Vice President of IDB Development. floor, Tel-Aviv 67023, Israel Avi Fischer Executive Vice Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th President Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal. Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; Executive 3 Azrieli Center, The Triangular Tower, 44th Officer Vice President and Chief Financial Officer of IDB floor, Tel-Aviv 67023, Israel Development. Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President 3 Azrieli Center, The Triangular Tower, 44th Comptrolling of IDB Development. floor, Tel-Aviv 67023, Israel (*) Dual citizen of Israel and France. Page 21 of 25 pages
Exhibit 1 Tel Aviv, March 4, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) DIC Loans Ltd. A g r e e d: (signed) Clal Industries and Investments Ltd. ===================================== Exhibit 2 Tel Aviv, March 4, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Discount Investment Corporation Ltd. A g r e e d: (signed) Clal Industries and Investments Ltd. ===================================== Page 22 of 25 pages
Exhibit 3 Tel Aviv, March 4, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) IDB Development Corporation Ltd. A g r e e d: (signed) Clal Industries and Investments Ltd. ===================================== Exhibit 4 Tel Aviv, March 4, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) IDB Holding Corporation Ltd. A g r e e d: (signed) Clal Industries and Investments Ltd. ===================================== Page 23 of 25 pages
Exhibit 5 Tel Aviv, March 3, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Nochi Dankner A g r e e d: (signed) Clal Industries and Investments Ltd. ===================================== Exhibit 6 Tel Aviv, March 3, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Shelly Bergman A g r e e d: (signed) Clal Industries and Investments Ltd. ===================================== Page 24 of 25 pages
Exhibit 7 Tel Aviv, March 4, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Ruth Manor A g r e e d: (signed) Clal Industries and Investments Ltd. ===================================== Exhibit 8 Tel Aviv, March 4, 2010 Clal Industries and Investments Ltd. The Triangular Tower, 45th Floor 3 Azrieli Center Tel-Aviv, 67023 ISRAEL Gentlemen, Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or sold from time to time by the undersigned. CII is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto. Very truly yours, (signed) Avraham Livnat A g r e e d: (signed) Clal Industries and Investments Ltd. Page 25 of 25 pages