SHAREHOLDERS’ AGREEMENT DATED DECEMBER 21, 2006 RELATING TO THE FORMATION OF A NEW COMPANY (THE “COMPANY”) BY AND AMONG SCAILEX CORPORATION LTD. AND LINURA HOLDING AG AND THE COMPANYShareholders’ Agreement • June 19th, 2007 • Scailex CORP Ltd. • Printing trades machinery & equipment
THIS SHAREHOLDERS’ AGREEMENT by and among Scailex Corporation Ltd., a company organised and validly existing under the laws of the State of Israel (hereinafter, “Scailex”), Linura Holding AG a company organised and validly existing under the laws of Switzerland (hereinafter, “Linura”), and a limited liability company to be organised under the laws of the State of Israel, (hereinafter, the “Company”). Each party hereto shall individually be referred to as a “Party” and collectively as the “Parties”. Each of Scailex and Linura shall individually be referred to as a “Shareholder” and collectively as the “Shareholders” and this definition shall include transferees of Ordinary Shares pursuant to this Agreement from time to time.
AGREEMENT signed in Tel Aviv on May 1, 2007Agreement • June 19th, 2007 • Scailex CORP Ltd. • Printing trades machinery & equipment
WHEREAS Schwartz serves as Chairman of the Board of the Company since July 18, 2006, and wishes to continue to render the Company services as an active Chairman of the Board by means of Globecom, pursuant to the terms described herein; and
TRANSLATION FROM THE ORIGINAL HEBREW (for convenience only; the binding version is the original Hebrew version) MEMORANDUM OF AGREEMENTS Drawn up and signed in Tel-Aviv on __ February 2007 between:Scailex CORP Ltd. • June 19th, 2007 • Printing trades machinery & equipment
WHEREAS the State of Israel and Oil Refineries Ltd. (hereinafter: "ORL") publicized a prospectus, pursuant whereto the State shall offer up to 56% of ORL's share capital to the public by the end of February, and shall register 44% of the ORL's share capital, which were previously offered to institutional investors, for trading on the Tel-Aviv Stock Exchange Ltd. (hereinafter: "TASE") (hereinafter jointly: "the Offering");
REORGANIZATION AGREEMENTReorganization Agreement • June 19th, 2007 • Scailex CORP Ltd. • Printing trades machinery & equipment
Scailex Corporation Ltd. By: /s/ Shachar Rachim, /s/ Yahel Shachar Name: _______________________ Title: _______________________ Jemtex Ink Jet Printing Ltd. By: /s/ Avi Raby Name: Avi Raby Title: CEO
