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Periodic Report for the Year 2016 Chapter D Additional Details on the Corporation

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Periodic Report for the Year 2016 Chapter D Additional Details on the Corporation Periodic Report for the Year 2016 Chapter D Additional Details on the Corporation Africa Israel Investments Ltd. Regulation 9D Report on liabilities by repayment date For details on the Company’s liabilities by repayment date, see the Immediate Report published by the Company on March 30, 2017 (Ref No. 2017-01-027652). The information contained in the said report is hereby included by way of reference. Regulation 10A Condensed Quarterly Statements of Comprehensive Income Attached as Appendix A to this Chapter are the condensed statements of comprehensive income, including quarterly statements. Regulation 11 List of investments in subsidiaries and related companies as at the date of the Statement of Financial Position Attached hereto as Appendix B to this Chapter is a list of investments in subsidiaries and related companies as at the date of the Statement of Financial Position. Regulation 12 Changes in investments in subsidiaries and related companies Attached hereto as Appendix C to this Chapter are details of the changes in investments in subsidiaries and related companies in 2016. Regulation 13 Income of subsidiaries and related companies and income of the Company deriving from them, as at the date of the statement of financial position Attached hereto as Appendix D to this Chapter are details of the income of subsidiaries and related companies, and the Company’s income therefrom, as at the date of the Statement of Financial Position. Regulation 21 Remuneration of Interested Parties and Senior Officers Set forth below are details of the remuneration1 paid to each of the five officers who receive the highest remuneration among the executives of the Company or of any corporation that it controls, in connection with their service in office in the Company or in such a controlled corporation in 2016 (in NIS thousands): 1 ―Remuneration‖ – includes commitments to provide remuneration, directly or indirectly, and including a monetary amount and anything that constitutes a monetary equivalent, salary, bonus, management fees, consulting fees, rent, commission, interest, share-based payment, retirement compensation that is not a pension payment, a right of enjoyment and any other benefit – excluding dividends. The remuneration amounts in the table are presented in terms of cost to the Company. 1 Bonus received Bonus % held in in 2016 approved % of full- the for for 2016 Share- Grand time Company’s Salary previous but not based Manage Consulting Name Position position equity (*) years yet paid payment ment fees fees Other Total Lev Leviev COB of the 31.84% 036 )**( 453,3 - - 5543, - 3, 05,80 (1) Company (***) )****( Ronen CEO Danya 866% - 85081 - 2,0002 - - - - 45081 Ginzburg (2) Cebus Shlomo CEO of Mintzer (3) Danya Cebus 866% - 630 1,5302 - - - - 840 55085 operations in the US Oren Hod (4) CEO Africa 866% - 85443 4,6 5164 - - - - 55566 Residences Avraham CEO of the Novogrotsky Company 100% - 1,948 - 2005 - - - - 2,148 (5) (*) Mr. Lev Leviev received their salary in foreign currency. The amounts above have been translated based on the average exchange rate of the dollar in 2016, which was NIS 3.841 to 1 USD. (**) Under a management services agreement between the Company and Memorand Management, a company controlled by Mr. Lev Leviev, according to which Mr. Lev Leviev grants non-executive COB services to the Company, the percentage of a full-time position was not defined. (***) Through companies that he owns and controls, as detailed in Section 1.1.2 of the Description of the Company’s Business. (****) This amount includes management fees paid to a company owned by Mr. Leviev, as stated in Regulation 22 hereinafter, under the management services agreement. Nonetheless, it should be noted that in view of a notice by Memorand Management, which renders noon-executive CBOD services to the Company through Mr. Leviev, of a suspension of the management fees to which it is entitled according to the service management agreement, the Company does not pay the management fees, and these are merely accrued as a liability in respect of management fees in its financial statements. ______________________________________________ 1. Bonus that is part of the annual bonus plan for the CEO of Danya Cebus for the year 2016. The amount of the bonus was determined as a function of the annual income of Danya Cebus, subject to conditions and adjustments defined in advance in the employment contract dated September 2015. 2. This amount includes the payments that Mr. Mintzer received in respect of the termination of his service as CEO of Danya Romania, including payment in lieu of advance notice and a special bonus that was approved for Mr. Mintzer in respect of the outcomes of Danya Romania and its record profitability in 2016, and after he led Danya Romania, as its CEO, to high profitability rates in the last six years. 3. A bonus that is part of the annual bonus plan for the year 2016. The amount of the bonus was determined in respect of Mr. Hod’s fulfillment of quantitative targets that were defined as follows: the before tax income of Africa Residence (less revaluation gains)(target fulfillment – 115%); Sales (target fulfillment – 92%), additions to land reserves (target fulfillment – 82% - does not entitle to a bonus for this component), occupancy (target fulfillment – 130%), general and administrative expenses (target fulfillment – 100%), and in respect of supervisor evaluation (target fulfillment – 120%). Mr. Hod’s cumulative weighted rate of target fulfillment regarding Africa Residences, his personal measures, including his supervisor’s evaluation was 110.4%. It should be clarified that the bonus was calculated separately for each indicator according to the rate of fulfillment of the target for each specific indicator. The above amount also includes a special bonus of an insignificant amount, equal to 1.65 monthly salaries, in respect of Africa Residences’ performance and record profitability in 2016. The total amount of the bonus equaled 6 monthly salaries, which is the maximum bonus permitted according to Africa Residences’ remuneration policy and the bonus plan for the year 2016. 4. A special bonus in an insignificant amount, equal to 1.8 monthly salaries, approved by the Company’s BOD on March 30, 2017, for, among other things, the performance of the subsidiaries Africa Residences and Africa Properties and the record profitability in their outcomes in 2016. Approval by the Company’s BOD was granted after the Remuneration Committee approved that said bonus constitutes an insignificant change compared to Mr. Novogrodsky’s terms of employment. 2 Set forth below are additional details concerning the recipients of the said remuneration: (1) Lev Leviev Agreement to provide management services The Company receives management services under an agreement dated April 25, 1999, between the Company and Memorand Management (1998) Ltd. (hereinabove and hereinafter, ―Memorand Management‖), a Company owned and controlled by Mr. Lev Leviev, the controlling shareholder in the Company (hereinafter, ―the Management Services Agreement‖). Memorand Management will provide management services to the Company through Mr. Leviev who will serve as the Company’s COB,1 for a monthly consideration of NIS 40 thousand, linked to the CPI of January 1999 (that is, NIS 53 thousand per month as at the date of this Periodic Report), plus VAT as mandated by law. For additional information on the management services agreement, see Note 37(G) to the Company’s consolidated financial statements as at December 31, 2016. On 23 September, 2014, the general meeting of the Company, after having received the approval of the BOD and the Company’s remuneration committee (and after approval of the meeting of the Company’s bondholders series Z and ZA), approved the Management Services Agreement for a further period of 3 years from September 15, 2014. It was also resolved to approve an extension to the letter of indemnification for events that was issued to Mr. Lev Leviev, pursuant to a decision of the general meeting of the Company on January 4, 2012, all pursuant to the terms of indemnification set forth in the letter of indemnification for events. Mr. Leviev’s salary component is in respect of the monthly payment to which he would have been entitled as executive CBOD of AFI Development (USD 100 thousand) until the date on which the sale of AFI Development was concluded. The share-based payment component is in respect of the relative share of this component in 2016, until the date on which the sale of AFI Development was concluded. For further information on Mr. Leviev’s terms of employment in AFI Development and in connection with option warrants, see Regulation 1 It should be noted that taking into account the consideration in respect of the management services described hereinafter, Mr. Leviev receives no additional directors’ remuneration from the Company for his service as the COB of the Company. 3 21(A)(1) of the Additional Details chapter included in the Company’s Periodic Report for the Year 2015 (Ref. No. 2016-01-016761, hereinafter, ―the 2015 Annual Report‖). The information contained in the said reports in this Section as above has been included by way of reference. (2) Ronen Ginzburg Mr. Ronen Ginzburg serves as the CEO of Danya Cebus since 2009. Mr. Ginzbburg’s monthly salary (gross) is NIS 100 thousand (linked to the CPI of September 2015). Mr. Ginzburg’s employment term is unlimited and both parties may terminate the agreement by advance notice of 60 days, subject to conventional exceptions. Danya Cebus makes available for Mr. Ginzburg’s use a category 6 vehicle and covers all the expenses related to making the vehicles available and grossing up of the tax in respect of the value of its use. Mr. Ginzburg is entitled to benefits as conventionally granted to company CEOs in the Group.
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