Item 3. Incorporation of Documents by
Reference.
The following documents and information
filed with the Commission (the “Commission”) by the Registrant are incorporated herein by reference:
|
·
|
the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018; and
|
|
·
|
the description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form
8-A (File No. 0-30070) filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended,
on May 21, 1999, including any amendment or report filed for the purpose of updating such description.
|
All documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part hereof (in the case of any Report on Form 6-K, if
and to the extent the Registrant identifies in the Report that it is being incorporated by reference herein) from the date of filing
of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any subsequently filed document that is also incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification
of Directors and Officers.
Insurance of Office Holders
Israel’s Companies Law, 5759-1999
(the “Companies Law”) permits a company, if permitted by its articles of association, to insure an office holder in
respect of liabilities incurred by the office holder as a result of:
|
·
|
breach of the duty of care owed to the company or a third party;
|
|
·
|
breach of the fiduciary duty owed to the company, provided that the office holder acted in good faith and had reasonable grounds
to believe that his action would not harm the company’s interests;
|
|
·
|
monetary liability imposed on the office holder in favor of a third party; and
|
|
·
|
reasonable litigation expenses, including attorney fees, incurred by the office holder as a result of an administrative enforcement
proceeding instituted against him (without limiting from the generality of the foregoing, such expenses will include a payment
imposed on the office holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israel Securities Law,
5728-1968, as amended (the “Israeli Securities Law”), and expenses that the office holder incurred in connection with
a proceeding under Chapters H’3, H’4 or I’1 of the Israeli Securities Law, including reasonable legal expenses,
which term includes attorney fees).
|
Indemnification of Office Holders
Under the Companies Law, a company can,
if permitted by its articles of association, indemnify an office holder for any of the following obligations or expenses incurred
in connection with his or her acts or omissions as an office holder:
|
·
|
monetary liability imposed on an office holder in favor of a third party in a judgment, including a settlement or an arbitral
award confirmed by a court;
|
|
·
|
reasonable legal costs, including attorney’s fees, expended by an office holder as a result of an investigation or proceeding
instituted against the office holder by a competent authority, provided that such investigation or proceeding concludes without
the filing of an indictment against the office holder, and either:
|
|
o
|
no financial liability was imposed on the office holder in lieu of criminal proceedings, or
|
|
o
|
financial liability was imposed on the office holder in lieu of criminal proceedings but the alleged criminal offense does
not require proof of criminal intent; and (y) in connection with an administrative enforcement proceeding or a financial sanction
(without derogating from the generality of the foregoing, such expenses will include a payment imposed on the Office Holder in
favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, and expenses that the Office Holder
incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Israeli Securities Law, including
reasonable legal expenses, which term includes attorney fees); and
|
|
·
|
reasonable legal costs, including attorneys’ fees, expended by the office holder or for which the office holder is charged
by a court:
|
|
o
|
in an action brought against the office holder by or on behalf of the company or a third party, or
|
|
o
|
in a criminal action in which the office holder is found innocent, or
|
|
o
|
in a criminal action in which the office holder is convicted and in which a proof of criminal intent is not required.
|
A company may indemnify an office holder in
respect of these liabilities either in advance of an event or following an event. If a company undertakes to indemnify an office
holder in advance of an event, the indemnification, other than legal costs, must be limited to foreseeable events in light of the
company’s actual activities when the company undertook such indemnification, and reasonable amounts or standards, as determined
by the board of directors.
Exculpation of Office Holders
Under the Companies Law, a company may,
if permitted by its articles of association, also exculpate an office holder in advance, in whole or in part, from liability for
damages sustained by a breach of duty of care to the company, other than in connection with distributions.
Limitations on Exculpation, Insurance and Indemnification
Under the Companies Law, a company may indemnify
or insure an office holder against a breach of duty of loyalty only to the extent that the office holder acted in good faith and
had reasonable grounds to assume that the action would not prejudice the company. In addition, a company may not indemnify, insure
or exculpate an office holder against a breach of duty of care if committed intentionally or recklessly (excluding mere negligence),
or committed with the intent to derive an unlawful personal gain, or for a fine or forfeit levied against the office holder in
connection with a criminal offense.
The Registrant’s articles of association
allow it to insure, indemnify and exculpate office holders to the fullest extent permitted by law, provided such insurance or indemnification
is approved in accordance with law. Pursuant to the Companies Law, exculpation of, procurement of insurance coverage for, and an
undertaking to indemnify or indemnification of, the Registrant’s office holders must be approved by the compensation committee
and the board of directors and, if the office holder is a director or the chief executive officer, also by the shareholders.
The Registrant has entered into agreements
with each of its directors and senior officers to insure, indemnify and exculpate them to the full extent permitted by law against
some types of claims, subject to dollar limits and other limitations. The Registrant has acquired directors’ and officers’
liability insurance covering its officers and directors and the officers and directors of its subsidiaries against certain claims.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant
to the forgoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is therefore unenforceable.