EXHIBIT 10(i)(h)
VOTING AGREEMENT
Made as of June 10, 1997 by and among Discount Investment Corporation Ltd.
("DIC"), PEC Israel Economic Corporation ("PEC") and Delek Investments and
Properties Ltd. ("Delek")
Whereas the parties hereto are shareholders of Super-Sol Ltd. (the "Company");
and
Whereas the parties hereto are willing to vote in concert at the General
Meetings of the Company's shareholders on the election from time to time of the
Company's directors;
NOW, THEREFORE, the parties hereto hereby agree as follows:
As long as Delek holds Ordinary Shares of the Company representing more than 10%
of the Company's Ordinary Shares being issued and outstanding from time to time:
1. DIC and PEC shall exercise all their voting rights as shareholders of the
Company and shall vote together with Delek at the General Meetings of the
Company's shareholders for electing to the Company's Board of Directors
such number of directors designated by Delek which shall be as near as
possible to but not less than 20% of number of all directors of the Company
who will serve on the Company's Board of Directors immediately after such
election of Delek's designees.
2. Delek shall exercise all its voting rights as a shareholder of the Company
and shall vote together with DIC and PEC at the General Meetings of the
Company's shareholders on the election of all other directors of the
Company in the same manner as DIC and PEC shall vote thereon.
3. The parties hereto acknowledge their common intention that one of the
Company's directors from those designated by Delek for election to the
Company's Board of Directors shall be included among the members of each
committee of the Company's Board of Directors. Accordingly, the parties
hereto shall present mutually agreed upon recommendations in line with the
foregoing to the Company's Board of Directors as to the composition of any
such committee.
4. This Agreement shall be governed and interpreted by the laws of the State
of Israel.
IN WITNESS WHEREOF, the parties have signed below:
PEC Israel Economic Corporation
/s/ X. XXXXXX
Discount Investment Corporation Ltd.
By: /s/ XXXXX X. XXXXX
---------------------------
/s/ X. XXXXX
Delek Investments and Properties Ltd.
