Electric Israel Corporation Limited
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ISRAEL ELECTRIC CORPORATION LIMITED FILES INDEX – Part III The financial reports, for the year ended December 31, 2010, are presented in a primary order. Each chapter is numbered separately according to its internal sequence. Part III Chapter D - Additional Particulars about the Corporation for 2010. Annex 1 - Actuarial Valuation. Annex 2 - Assets Impairment Test. The Israel Electric Corporation Ltd. Chapter D Additional Particulars about the Corporation For the Year Ended December 31, 2010 Prominent Disclaimer This English translation of the “Additional Particulars about the Corporation” for the year ended December 31, 2010 ("English Translation") is provided for information purposes only. In the event of any conflict or inconsistency between the terms of this English Translation and the original version prepared in Hebrew, the Hebrew version shall prevail and holders of the Notes should refer to the Hebrew version for any and all financial or other information relating to the Company. The Company and its Directors make no representations as to the accuracy and reliability of the financial information in this English Translation, save that the Company and its Directors represent that reasonable care has been taken to correctly translate and reproduce such information, yet notwithstanding the above, the translation of any technical terms are, in the absence of generally agreed equivalent terms in English, approximations to convey the general sense intended in the Hebrew version. The Company reserves the right to effect such amendments to this English Translation as may be necessary to remove such conflict or inconsistency. 2 Regulation 10a: Summary of reports on the comprehensive income of the Company for each of the Quarters in 2010 (in NIS million), see the Board of Directors' Report on the Status of the Corporation's Affairs, Chapter B of this report. Regulation 10c: Use in exchange for securities with respect to the targets for proceeds under the prospectus The Company did not offer securities according to a prospectus published before the date of this report. Regulation 11: A list of investments in subsidiaries and related companies, as of the statement of financial position date Name of Share Type Number of Proportion of the Company’s Holding Thousands of NIS Subsidiary Held Shares and Nominal Value In In In In Adjusted Adjusted Securities Capital Voting Appointment Cost Balance Sheet Rights of Directors Value Subsidiaries 1) Jordan Deferred 300,000 of 100.00 12.00 73.17 73.17 Investment NIS 0.0005 Company Ltd. each - - Ordinary A 110,000* of NIS 0.0001 99.99 87.99 26.82 26.82 each 2) Migrashei Preferred 2,000 630** 100.00 76.05 100.00 100.00 Hakablanim Ltd. Deferred of NIS 0.0001 100.00 23.95 0.00 0.00 each 100.00 100.00 100.00 100.00 - - 3) National Coal Ordinary A 909,999 of 100.00 100.00 100.00 100.00 47,537 47,537 Supply NIS 1 each Company Ltd. 4) Advanced Management 12 of 50.00 50.00 50.00 50.00 Training Fund of A Israel Electric NIS 1 each Corporation Ltd. Affiliated Ordinary 3,467,790 of 49.99 49.99 49.99 30.77 company NIS 0.10 each PAMA Energy Resources Development Company Ltd. *Including 66 shares held by officeholders in trusteeship for the company **Held by officeholders in trusteeship for the company See “Investments in Held Companies” section in the Statement of Financial Position. See Note 1 j and 2 e of the Financial Statements relating to “Investments in Held and Included Companies.” See Note 13 of the Financial Statements relating to “Related Parties and stakeholders. Balance of loans to held companies: None. 3 Regulation 12: Changes in investments in subsidiaries and related companies during the period of the report No changes in investments in subsidiaries and other related companies occurred during the period of the report. Regulation 13: Revenues of subsidiaries and related companies and the corporation’s revenues from them as of the statement of financial position date, based on their value in the statement of financial position (millions of NIS ) Name of Pre-tax Profit Profit Net of Tax Dividend Management Interest Company Fees National Coal 27.5 20.5 13 - Supply Company Ltd. Regulation 14: A list of groups of loan balances given for the statement of financial position date, if granting loans was one of the corporation’s main fields of business Granting loans is not one of the company’s main fields of business. Regulation 20: Trading on the stock exchange - listed securities - dates on which trading was discontinued and the reasons why No bond securities of the company were listed for trading during the period of the report. On October 6, 2010, a two hours stoppages of trading in the company’s securities listed on the stock exchange occurred, due to a delay in publishing an immediate report. Debentures listed for trading on the stock exchange are detailed in the following list: Series Name Debenture No. Nominal Value Listed for Series 22 6000020 6,000,000,000 Continuous trading Series 11 6000038 1,240,105,000 Institutions trading Series 12 6000046 1,202,205,199 Institutions trading Series 13 6000053 590,992,620 Institutions trading Linked 2018 6000079 831,473,000 Institutions trading NIS 2018 6000061 66,000,000 Institutions trading Linked 2012 6000087 826,384,000 Institutions trading Linked 2015 6000095 62,750,000 Institutions trading Linked 2014 6000103 169,680,000 Institutions trading Linked 2020 6000111 505,051,000 Institutions trading Series 2022 6000129 2,195,840,000 Institutions trading 4 Regulation 21a 1: Compensation paid by the Company and the commitments to pay that it assumed (including employers’ costs) for the five officeholders who received the highest compensation from the Company itself or from a corporation it holds, paid in relation to their service in the Company or in a corporation it holds with respect to 2010 (adjusted to the December 2010 Consumer Price Index): Surname First Name Position Began Months Salary Salary Expense Annual Reward Payments Pension Expenses Costs Total Pension Employment of Work Additions Refunds Payments Payments for Tax Salary Terms Costs Lasker Amos Chief Executive 30/12/2007 12 559,229 195 49,207 8,324 54,340* 671,295 153,440 254,399 1,079,134 Personal Officer Agreement – Government Companies Authority Bianu Dr. Adrian Senior V.P., 8/8/1978 12 386,184 217,677 64,149 72,791 740,801 124,876 327,857 1,193,534 Collective Strategic Agreement of Resources the Company Bahar Moshe Deputy CEO & 1/3/1978 12 375,374 218,392 74,078 71,025 738,869 120,583 298,795 1,158,247 Collective Senior VP Agreement of Generation & the Company Transmission Ben-Arie Igal Senior VP 16/9/1968 12 375,618 217,020 72,148 71,031 735,817 122,017 315,145 1,172,979 Collective Marketing Agreement of Communication the Company and Advisor to the CEO for Strategy and Special Tasks Dahan Asher Senior VP 30/11/1964 12 375,705 213,913 69,943 71,071 730,632 114,854 316,184 1,161,670 Collective Customers Agreement of the Company Regulation 21a2: Compensation paid by the Company and the commitments to pay that it assumed (including employers’ costs) for the three senior officeholders who received the highest compensation from the corporation, paid in relation to their service in the Company itself with respect to 2010 There are no senior office holders in the Company itself who receive the highest compensation that are not included in the list under Regulation 21a1. Regulation 21a3: Compensation paid by the Company to all stakeholders in the reported years who were not listed in regulation 21a1 with respect to 2010 (in current prices, excluding VAT). There are no stakeholders in the Company who receive rewards that are not directors and are not included in the list of regulation 21a1. Regarding directors in the Company – during the year preceding the date of the report, compensation to directors, that does not exceed the accepted norm (namely, does not exceed the maximum amount in accordance with regulations 4 and 5 of the Companies Regulations (Rules for Compensation and Expenses to an External Director) – 2000, amounted to NIS 1,164 thousand. For details on the rate of compensation, see section 1.7.4.6 d1 in Chapter A of this report. Regulation 21 b: Compensation paid to the five recipients of the highest compensation out of the senior office holders who served in the Company itself or in a corporation it holds, with respect to 2010, after the end of the reported year and before the report publication date, related to their position or employment during the reported year, which were not recognized in the Financial Statements for the reported year. No rewards were paid to senior office holders with respect to the reported year that were not recognized in the statement of financial position for the reported year. Regulation 21 a: The holding in the Company was not transferred during the reported period. Regulation 22: Transactions with a Stakeholder The Company established a team to review rules for classifying transaction with stakeholders as negligible transactions and is acting intensively to form such a procedure to be submitted to the approval of the Board of Directors soon. Regulation 24: Convertible shares and securities held by parties at interest in the corporation, its subsidiaries, and a related company, as close as possible to the date of the report Name of “Party at Interest” Type of Share Nominal No. of Proportion of Holding (%) Company Value in Shares NIS In Capital In Voting In Appointment Rights of Directors In the corporation State of Israel Ordinary 0.1 79,980,010 99.77 99.77 100.00 Israel Electric Ordinary B 40,053,252 100.00 100.00 100.00 Corporation Adv.