Statement of Ownership (sc 13g)
June 25 2018 - 10:52AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. _)*
Internet Gold- Golden Lines Ltd.
(Name
of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M56595107
(CUSIP Number)
June 12, 2018
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
* 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 the disclosures provided in a
prior cover page.
The information required
in 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, as amended (the “
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).
CUSIP No.
M56595107
|
13G
|
Page 2 of 12 Pages
|
1.
|
Names of Reporting Persons
Altshuler-Shaham
Ltd.
|
2.
|
Check the Appropriate
Box if a Member of a Group
(See Instructions)
|
(a) ☐
(b)
☐
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
3,169,016 (1)
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
3,169,016
(1)
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
Percent of Class Represented
by Amount in Row (9)
11.3% (4)
|
12.
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Consists of (i) 1,742,280 ordinary shares of the issuer (“
ordinary shares
”) held by provident and pension
funds managed by Altshuler Shaham Provident & Pension Funds Ltd., a majority-owned subsidiary of Altshuler-Shaham Ltd., and
(ii) 1,426,736 ordinary shares held by mutual funds managed by Altshuler Shaham Mutual Funds Management Ltd., also a majority-owned
subsidiary of Altshuler-Shaham Ltd. The provident and pension funds, and mutual funds, are managed by employees of the reporting
person and its subsidiaries for the benefit of public investors and not for the economic benefit of the reporting person. The reporting
person lacks authority with respect to the voting of all of such ordinary shares. See Item 4.
|
|
(2)
|
Based on 28,003,186 ordinary shares issued and outstanding, following the private placement announced by the issuer in its
press release annexed as Exhibit 99.1 to the issuer’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC
on June 11, 2018).
|
CUSIP No.
M56595107
|
13G
|
Page 3 of 12 Pages
|
1.
|
Names of Reporting Persons
Altshuler
Shaham Provident & Pension Funds Ltd.
|
2.
|
Check the Appropriate
Box if a Member of a Group
(See Instructions)
|
(a) ☐
(b)
☐
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole Voting Power
1,742,280
(1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,742,280
(1)
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,742,280 (1)
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
Percent of Class Represented
by Amount in Row (9)
6.2% (2)
|
12.
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Consists solely of ordinary shares of the issuer (“
ordinary shares
”) held by provident and pension funds
managed by the reporting person, which is a majority-owned subsidiary of Altshuler-Shaham Ltd. The provident and pension funds
are managed by employees of the reporting person and Altshuler-Shaham Ltd. for the benefit of public investors and not for the
economic benefit of the reporting person. The reporting person possesses sole authority with respect to the voting of all of such
ordinary shares, but shares authority with Altshuler-Shaham Ltd. concerning the disposition of such ordinary shares. See Item 4.
|
|
(2)
|
Based on 28,003,186 ordinary shares issued and outstanding, following the private placement announced by the issuer in its
press release annexed as Exhibit 99.1 to the issuer’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC
on June 11, 2018).
|
CUSIP No.
M56595107
|
13G
|
Page 4 of 12 Pages
|
1.
|
Names of Reporting Persons
Altshuler Shaham Mutual Funds Management Ltd.
|
2.
|
Check the Appropriate
Box if a Member of a Group
(See Instructions)
|
(a) ☐
(b)
☐
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole Voting Power
1,426,736
(1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,426,736
(1)
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,426,736
(1)
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
Percent of Class Represented
by Amount in Row (9)
5.1% (2)
|
12.
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Consists solely of ordinary shares of the issuer (“
ordinary shares
”) held by mutual funds managed by the
reporting person, which is a majority-held subsidiary of Altshuler-Shaham Ltd. The mutual funds are managed by employees of the
reporting person and Altshuler-Shaham Ltd. for the benefit of public investors and not for the economic benefit of the reporting
person. The reporting person possesses sole authority with respect to the voting of all of such ordinary shares, but shares authority
with Altshuler-Shaham Ltd. concerning the disposition of such ordinary shares. See Item 4.
|
|
(2)
|
Based on 28,003,186 ordinary shares issued and outstanding, following the private placement announced by the issuer in its
press release annexed as Exhibit 99.1 to the issuer’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC
on June 11, 2018).
|
CUSIP No.
M56595107
|
13G
|
Page 5 of 12 Pages
|
1.
|
Names of Reporting Persons
Gilad Altshuler
|
2.
|
Check the Appropriate
Box if a Member of a Group
(See Instructions)
|
(a) ☐
(b)
☐
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
3,169,016 (1)
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
3,169,016
(1)
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented
by Amount in Row
(9)
11.3% (2)
|
12.
|
Type of Reporting Person
(See Instructions)
IN
|
|
(1)
|
Consists of (i) 1,742,280 ordinary shares of the issuer (“
ordinary shares
”) held by provident and pension
funds managed by Altshuler Shaham Provident & Pension Funds Ltd., a majority-owned subsidiary of Altshuler-Shaham Ltd., and
(ii) 1,426,736 ordinary shares held by mutual funds managed by Altshuler Shaham Mutual Funds Management Ltd., also a majority-owned
subsidiary of Altshuler-Shaham Ltd. The reporting person may be deemed to possess shared investment authority with respect to all
of the foregoing ordinary shares due to his indirect 44.6% interest in Altshuler-Shaham Ltd., as well as his serving in various
investment management capacities for Altshuler-Shaham Ltd. and its subsidiaries. The foregoing provident and pension funds, and
mutual funds, are managed for the benefit of public investors and not for the economic benefit of the reporting person. The reporting
person lacks authority with respect to the voting of all of such ordinary shares. See Item 4.
|
|
(2)
|
Based on 28,003,186 ordinary shares issued and outstanding, following the private placement announced by the issuer in its
press release annexed as Exhibit 99.1 to the issuer’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC
on June 11, 2018).
|
CUSIP No.
M56595107
|
13G
|
Page
6 of 12 Pages
|
Item 1(a).
|
Name
of Issuer:
|
|
The name of the issuer
is Internet Gold- Golden Lines Ltd. (the “
Issuer
”).
|
|
|
Item 1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
The Issuer’s principal executive offices are located at
2 Dov Friedman Street, Ramat Gan 52503, Israel.
|
|
|
Item 2(a).
|
Name of
Person Filing:
|
|
The following entities and individuals, listed in (i)-(v) below,
who are filing this Statement of Beneficial Ownership on Schedule 13G (this “
Statement
”), are referred
to herein collectively as the “
Reporting Persons
”:
|
|
(i)
|
Altshuler-Shaham
Ltd. (“
Altshuler-Shaham
”)
|
|
(ii)
|
Altshuler Shaham
Provident & Pension Funds Ltd. (“
Altshuler Shaham Provident Funds
”)
|
|
(iii)
|
Altshuler Shaham
Mutual Funds Management Ltd. (“
Altshuler Shaham Mutual Funds
”)
|
|
(iv)
|
Gilad Altshuler
|
Altshuler-Shaham
is owned by several persons/entities, including, among others, (x) Gilad Altshuler Holdings Ltd. (44.6% equity interest), which
is wholly-owned by Gilad Altshuler, and (y) Kalman Shaham Holdings Ltd. (44.6% equity interest), which itself is wholly-owned
by Kalman Shaham.
Altshuler
Shaham Provident Funds is a majority-held subsidiary of Altshuler-Shaham. 61.75% of Altshuler Shaham Provident Funds is held directly
by Altshuler Shaham, while the remaining 38.25% of Altshuler Shaham Provident Funds is held by Perfect (Y.N.E) Capital Markets
Ltd., of which 49.66% is held by Altshuler-Shaham and 50.33% is held indirectly by another individual.
Altshuler
Shaham Mutual Funds is a majority-held (80%) subsidiary of Altshuler-Shaham.
|
Besides his indirect 44.6% equity interest in Altshuler-Shaham.,
Mr. Altshuler also serves as an investment manager for pension funds managed by Altshuler Shaham Provident Funds, and as chief
executive officer, an investment manager and a member of the investment committee of Altshuler Shaham Mutual Funds.
|
|
|
Item 2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
The
principal business office of each Reporting Person is as follows:
|
(i)
|
Altshuler-Shaham—
19A Habarzel Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
|
|
(ii)
|
Altshuler Shaham
Provident Funds—19A Habarzel Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
|
|
(iii)
|
Altshuler Shaham
Mutual Funds—19A Habarzel Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
|
|
(iv)
|
Gilad Altshuler—
19A Habarzel Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
|
|
|
The
citizenship or state of organization, as applicable, of each Reporting Person is as follows:
|
(i)
|
Altshuler-Shaham—
Israel
|
|
(ii)
|
Altshuler Shaham
Provident Funds—Israel
|
|
(iii)
|
Altshuler Shaham
Mutual Funds—Israel
|
|
(iv)
|
Gilad Altshuler—
Israel
|
|
|
CUSIP No.
M56595107
|
13G
|
Page
7 of 12 Pages
|
Item 2(d).
|
Title
of Class of Securities:
|
|
This Statement relates to the ordinary shares, par value New
Israeli Shekel (“
NIS
”) 0.01 per share (“
Ordinary Shares
”), of the Issuer.
|
|
|
|
The CUSIP number of the Ordinary Shares is M56595107.
|
|
|
Item 3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c),
check whether the person filing is a:
|
|
(a)
|
☐
|
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
An investment adviser
in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
☐
|
An employee benefit
plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
(i)
|
☐
|
A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
|
|
|
|
(j)
|
☐
|
A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
beneficially owned:
3,169,016
Ordinary
Shares (1)
|
|
(b)
|
Percent of class*:
11.3%
|
|
(c)
|
Number of shares
as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared power to
vote or to direct the vote: 0
|
|
(iii)
|
Sole power to
dispose of or to direct the disposition of:
0
|
|
(iv)
|
Shared power to
dispose of or to direct the disposition of:
3,169,016 (1)
|
|
II.
|
Altshuler
Shaham Provident Funds
|
|
(a)
|
Amount
beneficially owned: 1,742,280 Ordinary Shares (2)
|
|
(b)
|
Percent of class*:
6.2%
|
|
(c)
|
Number of shares
as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 1,742,280 (2)
|
|
(ii)
|
Shared power to
vote or to direct the vote: 0
|
|
(iii)
|
Sole power to
dispose of or to direct the disposition of: 0
|
|
(iv)
|
Shared power to
dispose of or to direct the disposition of: 1,742,280 (2)
|
CUSIP No.
M56595107
|
13G
|
Page
8 of 12 Pages
|
|
III.
|
Altshuler
Shaham Mutual Funds
|
|
(a)
|
Amount
beneficially owned: 1,426,736 Ordinary Shares (3)
|
|
(b)
|
Percent of class*:
5.1%
|
|
(c)
|
Number of shares
as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 1,426,736 (3)
|
|
(ii)
|
Shared power to
vote or to direct the vote: 0
|
|
(iii)
|
Sole power to
dispose of or to direct the disposition of:
0
|
|
(iv)
|
Shared power to
dispose of or to direct the disposition of: 1,426,736 (3)
|
|
(a)
|
Amount
beneficially owned:
3,169,016
Ordinary
Shares (4)
|
|
(b)
|
Percent of class*:
11.3%
|
|
(c)
|
Number of shares
as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared power to
vote or to direct the vote:
0
|
|
(iii)
|
Sole power to
dispose of or to direct the disposition of:
0
|
|
(iv)
|
Shared power to
dispose of or to direct the disposition of:
3,169,016 (4)
|
*
All percentage ownership reflected in this Statement is based on 28,003,186 Ordinary Shares issued and outstanding, following
the private placement announced by the Issuer in its press release annexed as Exhibit 99.1 to the Issuer’s Report of Foreign
Private Issuer on Form 6-K, furnished to the SEC on June 11, 2018.
(1)
Consists of (i) 1,742,280 Ordinary Shares held by provident and pension funds managed by Altshuler Shaham Provident Funds and
(ii) 1,426,736 Ordinary Shares held by mutual funds managed by Altshuler Shaham Mutual Funds. The provident and pension funds,
and mutual funds, are managed by employees of Altshuler Shaham and its subsidiaries for the benefit of public investors and not
for the economic benefit of Altshuler Shaham and its subsidiaries. Altshuler Shaham lacks authority with respect to the voting
of all of such Ordinary Shares.
(2)
Consists solely of the 1,742,280 Ordinary Shares held by provident and pension funds managed by Altshuler Shaham Provident Funds.
The provident and pension funds are managed by employees of Altshuler Shaham Provident Funds and Altshuler-Shaham for the benefit
of public investors and not for the economic benefit of Altshuler Shaham Provident Funds. Altshuler Shaham Provident Funds possesses
sole authority with respect to the voting of all of such Ordinary Shares, but shares authority with Altshuler-Shaham concerning
the disposition of such Ordinary Shares.
(3)
Consists solely of the 1,426,736 Ordinary Shares held by mutual funds managed by Altshuler Shaham Mutual Funds. The mutual funds
are managed by employees of Altshuler Shaham Mutual Funds and Altshuler-Shaham for the benefit of public investors and not for
the economic benefit of Altshuler Shaham Mutual Funds. Altshuler Shaham Mutual Funds possesses sole authority with respect to
the voting of all of such Ordinary Shares, but shares authority with Altshuler-Shaham concerning the disposition of such Ordinary
Shares.
(4)
Consists of (i) 1,742,280 Ordinary Shares held by provident and pension funds managed by Altshuler Shaham Provident Funds and
(ii) 1,426,736 Ordinary Shares held by mutual funds managed by Altshuler Shaham Mutual Funds. Mr. Gilad Altshuler holds an indirect
44.6% interest in Altshuler-Shaham, and serves in various investment management capacities for Altshuler-Shaham and its subsidiaries,
and, in such capacities, may be deemed to share dispositive power (but lacks voting power) with respect to those Ordinary Shares.
Each
of the foregoing Reporting Persons disclaims beneficial ownership of the Ordinary Shares reported herein except to the extent
of its or his (as applicable) pecuniary interest (if any) therein.
CUSIP No.
M56595107
|
13G
|
Page
9 of 12 Pages
|
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
|
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ☐
|
|
|
Item 6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
|
Various public investors have the right to receive dividends
from, and proceeds from the sale of, the (i) 1,742,280 Ordinary Shares held by provident and pension funds managed by Altshuler
Shaham Provident Funds and (ii) 1,426,736 Ordinary Shares held by mutual funds managed by Altshuler Shaham Mutual Funds.
|
|
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person.
|
Not
applicable.
Item 8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
Item 9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
Each
of the Reporting Persons hereby certifies as follows:
|
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
|
|
|
CUSIP No.
M56595107
|
13G
|
Page
10 of 12 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
ALTSHULER
SHAHAM LTD.
|
|
|
|
|
By:
|
/s/
Ran Shaham
|
|
Name:
|
Ran
Shaham
|
|
Title:
|
Co-Chief
Executive Officer
|
|
|
|
|
Altshuler
Shaham Provident & PENSION Funds LTD.
|
|
|
|
|
By:
|
/s/
Kalman Shaham
|
|
Name:
|
Kalman
Shaham
|
|
Title:
|
Equity
Holder
|
|
|
|
|
By:
|
/s/
Yair Lowenstein
|
|
Name:
|
Yair
Lowenstein
|
|
Title:
|
Chief
Executive Officer and Equity Holder
|
|
|
|
|
Altshuler
Shaham Mutual Funds Management Ltd.
|
|
|
|
|
By:
|
/s/
Kalman Shaham
|
|
Name:
|
Kalman
Shaham
|
|
Title:
|
Equity
Holder
|
|
|
|
|
/s/
Gilad Altshuler
|
|
GILAD
ALTSHULER
|
Dated:
June 25, 2018
CUSIP No.
M56595107
|
13G
|
Page
11 of 12 Pages
|
EXHIBITS
Exhibit 1
– Joint Filing Agreement pursuant to Rule 13d-1(k)(1)
CUSIP No.
M56595107
|
13G
|
Page
12 of 12 Pages
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned parties hereby agree that this Statement on Schedule 13G filed herewith, and any amendments thereto filed hereafter
by any of the undersigned parties, relating to the ordinary shares, par value NIS 0.01 per share, of Internet Gold- Golden Lines
Ltd., is being (and will be, in the case of amendments hereto) filed jointly with the Securities and Exchange Commission pursuant
to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Date:
June 25, 2018
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ALTSHULER
SHAHAM LTD.
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By:
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/s/
Ran Shaham
|
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Name:
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Ran Shaham
|
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Title:
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Co-Chief Executive Officer
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Altshuler
Shaham Provident & PENSION Funds LTD.
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By:
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/s/
Kalman Shaham
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Name:
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Kalman Shaham
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Title:
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Equity Holder
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By:
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/s/
Yair Lowenstein
|
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Name:
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Yair Lowenstein
|
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Title:
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Chief Executive Officer and Equity Holder
|
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Altshuler
Shaham Mutual Funds Management Ltd.
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|
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By:
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/s/
Kalman Shaham
|
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Name:
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Kalman Shaham
|
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Title:
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Equity Holder
|
|
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|
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/s/
Gilad Altshuler
|
|
GILAD
ALTSHULER
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