SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|AMPAL-AMERICAN ISRAEL CORPORATION|
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111 ARLOZOROV STREET
TEL AVIV, ISRAEL 62098
OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 20, 2004
are cordially invited to attend the annual meeting (the Annual Meeting) of
the shareholders of Ampal-American Israel Corporation (the Company or Ampal)
which will be held at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, 31st
floor, New York, NY 10104, on October 20, 2004, at 10:00 a.m., local time, to consider
and act upon the following matters:
elect eight (8) directors to the Board of Directors of the Company to hold office for
one year terms and until their respective successors shall be elected and qualified;
ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers
International Limited, as the independent auditors of the Company for the fiscal year
ending December 31, 2004; and
transact such other business as may properly come before said meeting or any
adjournment(s) or postponement(s) thereof.
regarding the matters to be acted upon at the Annual Meeting is contained in the
accompanying Proxy Statement.
Board of Directors of the Company has fixed the close of business on September 30, 2004
as the record date for determining the shareholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournment(s) or postponement(s) thereof.
vote, date, sign and mail the enclosed Proxy in the return envelope. You will
not need postage if you mail it from within the United States. A prompt response
will be helpful and appreciated.
|By Order of the Board of Directors,|
|President and Chief Executive Officer|
October 8, 2004
|YOUR VOTE IS IMPORTANT. PLEASE VOTE, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY, FOR WHICH A RETURN ENVELOPE IS PROVIDED, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.|
AMPAL-AMERICAN ISRAEL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 20, 2004
Proxy Statement is being furnished to the holders of Class A Stock, $1.00 par value (the
Class A Stock), of Ampal-American Israel Corporation (the Company or
Ampal) in connection with the solicitation of proxies by the Board of
Directors (the Board or Board of Directors) for use at the
annual meeting of the shareholders of the Company to be held on October 20, 2004, and at
any adjournment(s) or postponement(s) thereof (the Annual Meeting). The
mailing address of our principal executive office is 111 Arlozorov Street, Tel Aviv,
Israel 62098. This Proxy Statement and enclosed proxy card are first being mailed to
the shareholders of the Company entitled to vote at the Annual Meeting on or about
October 8, 2004. In an effort to present the information contained in this Proxy
Statement in a clear manner, the Company has decided to use a question and answer
What am I voting on?
of Ampals eight directors for one-year terms, and ratification of the appointment
of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (Kesselman
& Kesselman), as the independent auditors of the Company for the fiscal year
ending December 31, 2004.
Who is entitled to vote?
of the Class A Stock as of the close of business on September 30, 2004 (the Record
Date) are entitled to notice of, and to vote at, the Annual Meeting. As of such
date, the Company had 19,872,305 shares of Class A Stock outstanding (excluding treasury
shares). Each shareholder is entitled to one vote for each share of Class A Stock held
on the Record Date. The Class A Stock does not have cumulative voting rights.
How can I get a copy of Ampals Annual Report on Form 10-K?
request, the Company will provide, without charge to any shareholder entitled to vote at
the Annual Meeting, a copy of Ampals annual report on Form 10-K to the Securities
and Exchange Commission (the SEC) for the fiscal year ended December 31,
2003. Such request should be made to the Secretary of the Company at the address shown
on the accompanying Notice of Annual Meeting of Shareholders. The Companys
annual report on Form 10-K, as well as its other filings with the SEC, are available via
the Internet at the Companys website at http://www.ampal.com and at the SECs
website at http://www.sec.gov.
How can I review Ampals financial statements for the fiscal year
ended December 31, 2003?
copy of Ampals 2003 annual report on Form 10-K containing the Companys
audited financial statements for the fiscal year ended December 31, 2003 has been mailed
with this Proxy Statement to all holders of Class A Stock entitled to vote at the
Annual Meeting on or about October 8, 2004.
Who are the principal shareholders of Ampal and how will they vote?
of the Record Date, Y.M. Noy Investments Ltd. (Noy) was the holder of
approximately 59.13% of the outstanding Class A Stock. Noy is the only holder of more
than 5% of the Class A Stock known to the Company. (See Security Ownership of
Certain Beneficial Owners regarding the principal shareholders.) Noy has advised
the Company that it will vote in favor of the Boards slate of nominees for
directors and in favor of the ratification of the appointment of Kesselman & Kesselman
as the independent auditors of the Company for the fiscal year ending December 31, 2004.
Who is bearing the cost of preparing this Proxy Statement?
cost of preparing, assembling and mailing the Notice of Annual Meeting of Shareholders,
this Proxy Statement and the proxy card is being borne by the Company. The Company will
also reimburse brokers who are holders of record of shares of the Company for their
expenses in forwarding proxies and proxy soliciting material to the beneficial owners
of the shares held by them.
Besides shareholders, who else will attend the Annual Meeting?
of the directors of Ampal, senior management of Ampal and representatives of Mellon
Investor Services, the Companys transfer agent, will be present at the Annual
Meeting. Additionally, representatives of Kesselman & Kesselman, whom the Audit
Committee of the Board has appointed to be the Companys independent auditors for
the fiscal year ending December 31, 2004, are expected to be present, will have an
opportunity to make a statement if they desire to do so and will be available to respond
to appropriate questions from shareholders.
What constitutes a quorum?
holders of record of one-third of the outstanding Class A Stock entitled to vote at any
meeting of shareholders constitute a quorum for the Annual Meeting. Since as of the
Record Date 19,872,305 of Class A Stock were outstanding (excluding treasury shares), a
quorum equals 6,624,102 shares of Class A Stock. All votes will be tabulated by the
inspector of elections appointed for the meeting. The inspector of elections will also
determine whether or not a quorum is present.
How do I vote using the proxy?
your name exactly as it appears in the proxy, and return it in the enclosed prepaid
envelope. IF YOU SIGN YOUR PROXY BUT DO NOT INDICATE YOUR VOTING PREFERENCES, YOUR
VOTE WILL BE COUNTED FOR ALL OF THE BOARDS NOMINEES FOR DIRECTORS AND THE
RATIFICATION OF THE COMPANYS INDEPENDENT AUDITORS. THE PROXIES, IN THEIR
DISCRETION, ARE AUTHORIZED TO VOTE UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.
May I revoke my proxy?
proxy may be revoked at any time before it is exercised at the Annual Meeting by
notifying the Companys Secretary in writing or by returning a later-dated proxy.
You may also revoke your proxy by voting in person at the meeting (although your
attendance at the Annual Meeting will not in and of itself constitute revocation of a
How many votes are needed for the election of a director?
election of a nominee director requires a plurality of the votes cast by the holders of
shares entitled to vote at the Annual Meeting. (Proxies cannot be voted for a greater
number of persons than the number of nominees listed in the Proxy Statement.) The
Board of Directors of Ampal unanimously recommends the election of the following persons
to the Board of Directors: Yosef A. Maiman, Jack Bigio, Leo Malamud, Dr. Joseph
Yerushalmi, Michael Arnon, Yehuda Karni, Eitan Haber and Menahem Morag. Set forth below
is information about each nominee, including biographical data for at least the last
How many votes are needed for the ratification of the appointment of Kesselman
& Kesselman as the independent auditors of the Company for the fiscal
year ending December 31, 2004?
ratification of the appointment of Kesselman & Kesselman as the independent auditors of
the Company for the fiscal year ending December 31, 2004 requires a plurality of the
votes cast by the holders of shares entitled to vote at the Annual Meeting. The Board
of Directors of Ampal unanimously recommends the ratification of the appointment of
Kesselman & Kesselman as the Companys independent auditors for the fiscal year
ending December 31, 2004.
Can I abstain?
however, abstentions and broker non-votes (i.e., shares held by a broker or
nominee which are represented at the meeting, but with respect to which the broker or
nominee is not empowered to vote on a particular matter) will be counted for purposes
of determining a quorum but will not have any effect on the election of directors or the
ratification of the appointment of the Companys auditors. Abstentions and broker
non-votes will not be counted as votes cast for or against any other matter which may
properly come before and be voted upon at the meeting.
Was there a change in the Independent Auditors of the Company during the
Companys two most recent fiscal years?
June 19, 2002, the Companys Audit Committee recommended to the Board to dismiss Arthur
Andersen LLP (Andersen) as the Companys independent auditors and to engage
Kesselman & Kesselman as the Companys independent auditors for 2002. As recommended by
the Audit Committee, on June 19, 2002, the Board nominated and engaged Kesselman & Kesselman
as the Companys independent auditors to replace Andersen. None of Andersens reports
on the Companys consolidated financial statements for the past two years contained an
adverse opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.
the two most recent fiscal years ended December 31, 2001, and through June 19, 2002,
there were no disagreements between the Company and Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Andersens satisfaction, would have caused
Andersen to make reference to the subject matter in connection with its report on the
Companys consolidated financial statements for such years; and there were no
reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
Company provided Andersen with a copy of the foregoing statements and received a letter
from Andersen stating its agreement with such statements. The Company filed this
letter as an exhibit to its current report on Form 8-K filed with the SEC on June 20,
the Companys two most recent fiscal years ended December 31, 2001, and through June 19,
2002, the Company did not consult Kesselman & Kesselman with respect to the application
of accounting principles to a specified transaction, either completed or proposed, or
the type of audit opinion that might be rendered on the Companys consolidated
financial statements, or any matters or events set forth in Items 304(a)(2)(i) and (ii)
of Regulation S-K.
Will any other matters be brought before the Annual Meeting?
management does not presently know of any other matters which will be brought before the
Annual Meeting. If, however, other matters requiring the vote of the shareholders, not
now known or contemplated, do properly come before the meeting or any adjournment or
postponement thereof, it is the intention of the persons named to vote the proxies held
by them in accordance with their judgment in such matters.
FOLLOWING QUESTIONS AND ANSWERS RELATE TO THE NOMINEES FOR
ELECTION TO THE BOARD OF DIRECTORS.
How many directors does Ampal have?
Companys By-Laws provide that the entire Board shall be constituted of not less
than three and not more than twenty-nine persons, with the actual number serving set by
the Board. In connection with the nomination of the persons listed below to the Board
of Directors, the Board set the number of directors at eight. The Board recommends
that the shareholders elect the eight persons nominated by the Board.
Who recommended the Companys slate of nominees?
of the nominees for directors were nominated by the Board and recommended by management.
Who are the Boards nominees for directors?
following is a description of each of the nominees for director setting forth their
ages, their principal occupations and employment during the past five years and their
tenure on the Board.
|Yosef A. Maiman||58||Chairman of the Board
|Jack Bigio||38||President, Chief Executive
Officer and Director
|Dr. Joseph Yerushalmi||66||Director|
A. MAIMAN has been the Chairman of the Board of Ampal since April 25, 2002. Mr. Maiman
has been President and Chief Executive Officer of Merhav M.N.F. Ltd. (Merhav),
one of the largest international project development companies based in Israel, since
its founding in 1975. Mr. Maiman is also the Chairman of the Board of Directors of
Channel Ten, a commercial television station in Israel, the Chairman of the Board of
Eltek Ltd. (Eltek), a developer and manufacturer of printed circuit boards,
a member of the Board of Directors of the Middle East Task Force of the New York
Council on Foreign Relations, Honorary Consul to Israel of Peru and Special Ambassador
for the Government of Turkmenistan. Mr. Maiman is also member of the Board of Trustees
of the Tel Aviv University, Chairman of the Israeli Board of the Jaffee Center for
Strategic Studies at Tel Aviv University, a member of the Board of Governors of Ben
Gurion University, and the Chairman of the Board of Trustees of the International Policy
Institute for Counter Terrorism.
BIGIO, has been the President and Chief Executive Officer of Ampal since April 25, 2002,
and a director of Ampal since March 2002. From 1998 until April 2002, Mr. Bigio held
various officer positions at Merhav, most recently as the Senior Vice President -
Operations and Finance. Mr. Bigio is also a director of Eltek.
MALAMUD has been a director of Ampal since March 2002. Since 1996, Mr. Malamud has
served as the Senior Vice President of Merhav. Mr. Malamud is also a director of Eltek.
ARNON was Chairman of the Board of Directors of Ampal from November 1990 until July
1994, when he retired. Mr. Arnon has been a director of Ampal since 1986. From July
1986 until November 1990, Mr. Arnon was President and Chief Executive Officer of Ampal.
JOSEPH YERUSHALMI has been Senior Vice President - Head of Energy and Infrastructure
Projects of Merhav since 1995. He has been a director of Ampal since August 16, 2002.
KARNI was a senior partner in the law firm of Firon Karni Sarov & Firon, from 1961 until
his retirement in 2000. He has been a director of Ampal since August 16, 2002.
HABER was the Head of Bureau for the former Prime Minister of Israel, Yitzhak Rabin,
from July 1993 until November 1995. Since 1996, Mr. Haber has been the President and
Chief Executive Officer of Geopol Ltd., which represents the Korean conglomerate Samsung
in Israel and the Middle East; Kavim Ltd., a production and project development
company; and Adar Real Estate Ltd., a real estate company. Mr. Haber is also a member of
various non-profit organizations. He has been a director of Ampal since August 16,
MORAG has been a director of Ampal since January 27, 2004. From 1996 to 1999,
Mr. Morag was the Head of Finance and Budget at the Israeli Prime Ministers office
in Tel Aviv. From 1999 to 2001, Mr. Morag was the Controller and Ombudsman
at the Israeli Prime Ministers office in Tel Aviv. From 2001 to 2003, Mr.
Morag was the Head of Human Resources Department at the Israeli Prime Ministers
office in Tel Aviv. Since 2003, Mr. Morag has been the Head of the Council of the
Pensioners Association of the Israeli Prime Ministers office in Tel Aviv.
What happens if a nominee becomes unavailable for election?
case any nominee should become unavailable for election to the Board for any reason,
which is presently neither known nor contemplated, the persons named in the proxy will
have discretionary authority in that instance to vote the proxies for a substitute.
How long will each director serve?
director will serve for a term of one year and until his successor shall be elected and
What type of compensation do directors receive?
the fiscal year ended December 31, 2003, directors of Ampal (other than Mr. Bigio)
received $750 per meeting of the Board attended. Since January 1, 2004, Directors of
Ampal (other than Mr. Bigio) receive $1,500 per meeting of the Board attended. The
Chairman of the Board receives $2,000 per meeting of the Board attended. Such persons
also receive the same amount for attendance at meetings of committees of the Board,
provided that such committee meetings are on separate days and on a day other than the
day of a regularly scheduled Board meeting.
August 16, 2002, each of Yehuda Karni, Michael Arnon and Eitan Haber, each of whom is a
non-employee director of the Company, were issued 15,000 options under the 2000 Plan to
purchase shares of Class A Stock of the Company at an exercise price of $3.12 per share,
the closing price of the Class A Stock on The Nasdaq Stock Market, Inc. on the date of
issuance. On August 16, 2002, Dr. Joseph Yerushalmi and Leo Malamud, each of whom is a
non-employee director of the Company, were issued 100,000 and 150,000 options,
respectively, under the 2000 Plan to purchase shares of Class A Stock of the Company at
an exercise price of $3.12 per share, the closing price of the Class A Stock on The
Nasdaq Stock Market, Inc. on the date of issuance. On March 24, 2004, Menahem Morag, who
is a non-employee director of the Company, was issued 15,000 options under the 2000 Plan
to purchase shares of Class A Stock of the Company at an exercise price of $3.13 per
share, the closing price of the Class A Stock on The Nasdaq Stock Market, Inc. on the
date of issuance.
Does the Board of Directors have any committees?
The Board of Directors has the following standing committees: Audit Committee, Executive
Committee and Stock Option and Compensation Committee. The Board will elect new
members to the committees following the Annual Meeting. For the fiscal year ended
December 31, 2003, the members, activities and functions of the various committees are
set forth below. In addition, the reports of the Audit Committee and Stock Option and
Compensation Committee are also set forth below.
Noy owns more than 50% of the voting power in the Company, the Company is deemed to be a
controlled company under the rules of the Nasdaq National Market (Nasdaq).
As a result, the Company is exempt from the Nasdaq rules that require listed companies
to have (i) a majority of independent directors on the Board, (ii) a compensation
committee and nominating committee composed solely of independent directors, (iii) the
compensation of executive officers determined by a majority of independent directors or
a compensation committee composed solely of independent directors and (iv) a majority of
the independent directors or a nominating committee composed solely of independent
directors elect or recommend director nominees for selection by the Board.
of Business Conduct and Ethics
Company has adopted a (i) Code of Ethics for the Companys Senior Financial
Officers and (ii) Code of Conduct applicable to all of the Companys employees and
directors. These codes, which are both designed to insure that the Companys
business is conducted in a consistently legal and ethical manner, address specific areas
of professional conduct, including conflicts of interest, fair dealing and the strict
adherence to all laws and regulations applicable to the conduct of the Companys
business. Copies of the Companys Code of Ethics for Senior
Financial Officers and Code of Conduct are available on the Companys website at
Between Shareholders and the Board of Directors
and other interested persons seeking to communicate with the Board should submit any
communications in writing to the Companys Secretary, Ampal-American Israel
Corporation, 111 Arlozorov Street, Tel Aviv, Israel 62098. Any such communication must
state the number of shares beneficially owned by the shareholder making the
communication. The Companys Secretary will forward such communication to the full
Board or to any individual director or directors to whom the communication is directed.
Governing Director Nominations
stated above, because Noy owns more than 50% of the voting power in the Company,
the Company is deemed to be a controlled company under the Nasdaq rules.
Because the Company is a controlled company, the Board has elected not to
establish a separate nominating committee or formal rules governing director nominations
from shareholders. In the event of any vacancy on the Board, or in the event that the
Board is to be expanded, the Board will determine at such time the appropriate
procedures for filling the vacancy or additional position. The Board may decide at such
time to authorize a committee of the Board of Directors to conduct the search for a
director and to recommend nominations to the full Board of Directors.
The Company does not set specific criteria for directors except to the extent
required to meet applicable legal, regulatory and stock exchange requirements,
including, but not limited to, the independence requirements of the Nasdaq and
the SEC, as applicable. Nominees for director will be selected on the basis
of outstanding achievement in their personal careers; board experience; wisdom;
integrity; ability to make independent, analytical inquiries; understanding
of the business environment; and willingness to devote adequate time to the
Board duties. While the selection of qualified directors is a complex and subjective
process that requires consideration of many intangible factors, the Board believes
that each director should have a basic understanding of (i) principal operational
and financial objectives and plans and strategies of the Company, (ii) results
of operations and financial condition of the Company and of any significant
subsidiaries and investee companies, and (iii) the relative standing of the
Company, its business segments and investee companies in relation to it competitors.
The Board also
may consider (i) whether a candidate would be deemed to be independent under
the applicable laws, rules and regulations, (ii) whether the candidates existing
business commitments would interfere with the candidates ability to devote sufficient
time to discharge his or her duties as a director and (ii) the input of Noy, the
Companys majority shareholder.
Audit Committee currently consists of Messrs. Arnon, Karni, Haber and Morag, each of
whom is an independent director as defined under the rules of the National Association
of Securities Dealers, Inc. and the rules promulgated by the Securities and Exchange
Commission. From January 1, 2003 through January 26, 2004, the Audit Committee was
composed of Messrs. Arnon, Karni and Haber. Mr. Morag became a member of the Audit
Committee on January 27, 2004. The Board has determined that Mr. Morag is an audit
committee financial expert for purposes of the rules promulgated by the Securities
and Exchange Commission. The Audit Committee held nine meetings and acted once by
written consent during the fiscal year ended December 31, 2003.
Audit Committee assists the Board in fulfilling its responsibility to oversee managements
conduct of the Companys financial reporting process, including the review of the
financial reports and other financial information provided by the Company to any
governmental or regulatory body, the public or other users thereof, the Companys
systems of internal accounting and financial controls, and the annual independent audit
of the Companys financial statements. The Audit Committee also has the duty and
responsibility of approving all transactions between the Company, on the one hand, and
any officer, director, or affiliate thereof, on the other hand, or in which any
officer, director or affiliate has a material interest. A full description of the Audit
Committees primary responsibilities is contained in the Audit Committees written
charter, a copy of which is included as Appendix A to this Proxy Statement.
of the Audit Committee
the Board of Directors of Ampal-American Israel Corporation:
have reviewed and discussed with management the Companys audited financial
statements as of and for the year ended December 31, 2003.
have discussed with Kesselman & Kesselman the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended.
have received the written disclosures and the letter from Kesselman &
Kesselman required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as amended, and have discussed
with them their independence from the Company and management.
on the reviews and discussions referred to above, we recommended to the Board of
Directors that the audited financial statements referred to above be included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2003.
|Michael Arnon, Chairman|
Fees: The fees of Kesselman & Kesselman for professional services rendered
for the audit of the Companys annual financial statements for the fiscal
years ended December 31, 2003 and December 31, 2002 and reviewing the financial
statements included in the Companys quarterly reports on Form 10-Q were
$223,000 and $150,000, respectively. Fees billed to the Company by Andersen
for reviewing the financial statements included in the Companys quarterly
report for the fiscal quarter ended March 31, 2002 amounted to $37,000.
Fees: Kesselman & Kesselmans tax fees for the fiscal years ended December
31, 2003, were $103,600. No tax fees were billed for services rendered by Andersen
for the fiscal year ended December 31, 2002.
Other Fees: Kesselman & Kesselmans fees for other services for the
fiscal year ended December 31, 2003, were $49,200 respectively. No other services
fees were billed for services rendered by Andersen for the fiscal year ended
December 31, 2002.
of the services provided by our principal accounting firm described above under the
captions Audit Fees, Tax Fees and All Other Fees were
approved by our Audit Committee. The Audit Committee has determined that the rendering
of professional services described above by Kesselman & Kesselman is compatible with
maintaining the auditors independence.
Committee Pre-Approval Policies
Companys Audit Committee Charter provides that the Audit Committee shall approve
in advance all audit services and all non-audit services provided by the independent
auditors based on policies and procedures developed by the Audit Committee from time to
time. The Audit Committee will not approve any non-audit services prohibited by
applicable SEC regulations or any services in connection with a transaction initially
recommended by the independent auditor, the purpose of which may be tax avoidance and
the tax treatment of which may not be supported by the Internal Revenue Code and
Audit Committee requires that our independent auditor, in conjunction with our Chief
Financial Officer, be responsible for seeking pre-approval for providing services to us
and that any request for pre-approval must inform the Audit Committee about each service
to be provided and must provide detail as to the particular service to be provided.
Executive Committee meets as necessary between regularly scheduled meetings of the Board
and, consistent with certain statutory limitations, exercises all authority of the
Board. During the fiscal year ended December 31, 2003, the Executive Committee of the
Board was composed of the following individuals: Jack Bigio, Leo Malamud, Dr. Joseph
Yerushalmi and Yehuda Karni.
Executive Committee did not hold any meetings but acted three times by written consent
during the fiscal year ended December 31, 2003.
Option and Compensation Committee
Stock Option and Compensation Committee administers the Companys stock option
plans and other option grants and determines the Companys policies regarding
executive compensation. Since August 16, 2002, the members of the Stock Option and
Compensation Committee are Michael Arnon, Yehuda Karni and Eitan Haber. The Stock
Option and Compensation Committee met one time and acted once by written consent during
the fiscal year ended December 31, 2003.
Report of the Stock Option and Compensation Committee
Stock Option and Compensation Committees executive compensation policy strives to
provide compensation rewards based upon both corporate and individual performance while
maintaining a relatively simple compensation program in order to avoid the
administrative costs which the Stock Option and Compensation Committee believes are
inherent in multiple complex compensation plans and agreements.
determination of compensation ranges for executive officers reflect a review of
salaries and bonuses for executive officers holding similar positions in companies of
relatively comparable size and orientation. However, in making compensation decisions,
the Stock Option and Compensation Committee remains cognizant of the Board of
Directors responsibility to enhance shareholder value. The Stock Option and
Compensation Committee utilizes cash bonuses, when it feels a bonus is merited, based
on factors such as an executives individual performance. The Company has available a
long-term incentive for executives to both remain in the employ of the Company and to
strive to maximize shareholder value through the 1998 Plan and 2000 Plan, which aligns
the interests of executives with those of shareholders.
of Jack Bigios compensation as the Companys Chief Executive Officer for the
fiscal year ended December 31, 2003 reflects a comparison with chief executive officer
compensation of companies of relatively comparable size and orientation, but also
reflects recognition of Mr. Bigios ongoing contribution to the growth, success and
profitability of the Company. On August 16, 2002, Mr. Bigio was granted 150,000 options
pursuant to the 2000 Plan to purchase shares of Class A Stock of the Company at an
exercise price of $3.12 per share, the closing price of the Class A Stock on The Nasdaq
Stock Market, Inc. on the date of issuance. These options vest in equal installments
of 9,375 shares beginning on November 16, 2002 and each three month anniversary
thereafter, except that a portion of the options may vest on an accelerated basis upon
the achievement of certain performance criteria. In negotiating the number of shares
subject to the option grant, the Stock Option and Compensation Committee took into
account the past option grants made to other executive officers, Mr. Bigios rank and
responsibilities and Mr. Bigios expected contributions to the Company. In addition,
the Stock Option and Compensation Committee sought to provide a significant incentive
for Mr. Bigio to enhance stockholder value. Mr. Bigio did not receive an additional
option grant during 2003.
|STOCK OPTION AND COMPENSATION COMMITTEE|
|Michael Arnon, Chairman|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
current members of the Stock Option and Compensation Committee are Mr. Michael Arnon,
Mr. Yehuda Karni and Mr. Eitan Haber, none of whom is an officer or employee or former
officer or employee of the Company (other than Mr. Arnon who previously served as
Chairman of the Board of Directors of the Company from November 1990 until July 1994
and President and Chief Executive Officer of the Company from July 1986 until November
1990). During 2003, no executive officer of the Company served on the Stock Option and
Compensation Committee, or the Board of Directors of another entity whose executive
officer(s) served on the Companys Stock Option and Compensation Committee of the
Board of Directors.
Did all directors attend all of the Board and Committee meetings in 2003?
directors attended more than 75% of the aggregate of (1) the total number of meetings of
the Board held during the fiscal year ended December 31, 2003 for which such individual
was a director and (2) the total number of meetings held by all committees of the Board
on which such individual served in the fiscal year ended December 31, 2003 (during the
period of such service). In total, the Board held eight regularly scheduled meetings
during the fiscal year ended December 31, 2003 and acted once by written consent during
the Company has no formal policy requiring director attendance at the Companys
annual meeting of shareholders, the Chief Executive Officer, who is currently a member
of the Board of Directors, and the Chairman of the Board, are both encouraged to attend
the annual meeting of shareholders. The other members of the Board of Directors are
welcome to attend the annual meeting of shareholders. Last year, five directors attended
the Companys 2003 annual meeting of shareholders.
Who are the Companys executive officers?
officers are elected annually by the Board of Directors. The persons appointed by the
Board of Directors to serve as executive officers are described below. The descriptions
of Mr. Maiman, Chairman of the Board of Directors of Ampal, and Mr. Bigio, Chief
Executive Officer and President of Ampal, can be found above with the descriptions of
the nominees for the Board. The following is a description of the executive officers,
other than Messrs. Maiman and Bigio, their ages, their positions and offices with Ampal
or its subsidiaries and their principal occupations and employment during the past five
SHALEV, 42, has been Senior Vice President - Investments since May 2002. From
August 1997 through April 2002, Mr. Shalev was Vice President of Ampal
Industries (Israel) Ltd, a wholly owned subsidiary of the Company. From August
1994 through July 1997, Mr. Shalev was the Israeli Consul for Economic Affairs
in the northwest region of the United States.
SHARIR, 35, has been Senior Vice President - Investments since May 2002. From
March 1999 through April 2002, Ms. Sharir was a Director of Mergers and
Acquisitions of Amdocs Limited. From July 1998 through February 1999, Ms. Sharir
was an international tax consultant at Kost Forer & Gabay, a member of Ernst & Young
ELUZ, 37, has been the Chief Financial Officer, Vice President - Finance and
Treasurer since May 2002. From January 2000 through April 2002, Ms. Eluz was the
Associate Chief Financial Officer of Merhav. From June 1995 through December
1999, Ms. Eluz was the Chief Financial Officer of Kamor Group.
FIRON, 35, has been Secretary and Vice President - Investments and Corporate
Affairs since May 2002. During the preceding five years, Mr. Firon was a Vice
President of Merhav and a partner in the law firm of Firon Karni Sarov & Firon.
MANTSUR, 34, has been Vice President Investments since March 2003. From
September 2000 through December 2002, Mr. Mantsur served at Alrov Group as Strategy
& Business Development Manager. From February 1997 through September 2000, Mr.
Mantsur was a projects manager at the Financial Advisory Services of KPMG Somekh
BAR-NIR, 47, has been the Controller since March 2002. During the preceding five
years, Mr. Bar-Nir was the Controller of the Israeli subsidiaries of Ampal.
How are the Companys executives compensated?
table below presents information regarding remuneration paid for services to Ampal
and its subsidiaries by the executive officers named below during the three
fiscal years ended December 31, 2003, 2002 and 2001.
|Yosef A. Maiman(1)(9)|
|Chairman of the Board||2003||506,849||155,953||25,570||||2,002|
|President and CEO||2002||280,130||(10)||43,498||150,000||40,740|
|Senior Vice President||2002||116,192||25,726||90,000||25,069|
|CFO Vice President||2002||100,993||21,959||78,500||21,735|
|Finance and Treasurer|
|Senior Vice President||2002||149,225||63,240||27,815||90,000||37,279|
Maiman has been employed by Ampal since April 25, 2002 as Chairman of the Board. Mr.
Maiman is entitled to receive a base salary of $483,000 (payable in NIS) per annum
Bigio has been employed by Ampal since April 25, 2002 as President and CEO. Mr. Bigio
is entitled to receive a base salary of $250,000 (payable in NIS) per annum (plus
Shalev was appointed Senior Vice President of Investment since May 21, 2002.
by Ampal since April 25, 2002.
on February 20, 2003.
of amounts reimbursed for the payment of taxes.
the number of shares of Class A Stock underlying options granted to the named executive
of Ampal (Israels) contribution pursuant to: (i.) Ampal (Israels) pension plan and
(ii.) Ampal (Israels) education fund and (iii.) use of car and (iv.) use of mobile
to six months of annual base salary upon a change of control of Ampal.
$86,481 payment advance that has been returned on February 1, 2003.
How many options do the executive officers own?
Fiscal Year-End Option Values
of Securities Underlying
Unexercised Options at Fiscal Year
Ended December 31, 2003
|Yosef A. Maiman||78,125||171,875||$||243,750||$||536,250|
Option Grants In Last Fiscal Year
stock options to purchase our Class A Stock were granted to our named executive officers
during fiscal year ended December 31, 2003.
What other benefits does the Company provide for its employees?
maintains a money purchase pension plan (Pension Plan) for its eligible
employees. Eligible employees are all full-time employees of Ampal except
non-resident aliens outside the United States, night-shift employees and
employees represented by a collective bargaining unit. Ampals contribution is
equal to 7% of each employees compensation plus 5.7% of the compensation in
excess of the Social Security taxable wage base for that year. As of the Record
Date, Ampal has no employees entitled to any benefits under the Pension Plan.
become vested in amounts contributed by Ampal depending on the number of years of
service, as provided in the following table:
|Years of Service||
|less than 2 years||0||%|
|2 but less than 3 years||20||%|
|3 but less than 4 years||40||%|
|4 but less than 5 years||60||%|
|5 but less than 6 years||80||%|
|6 or more years||100||%|
under the Pension Plan are paid in a lump sum, in an annuity form or in installments.
maintains a savings plan (the Savings Plan) for its eligible employees
pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended
(the Code). Eligible employees are all employees of Ampal except
non-resident aliens, night-shift employees and employees represented by a
collective bargaining unit. Participation by employees in the Savings Plan is
voluntary. Participating employees may direct that a specific percentage of their
annual compensation (up to 15%) be contributed to a self-directed 401(k)
savings account. The amount which any employee could contribute to his or her
401(k)savings account in 2003 was limited under the Code to $11,000. Effective
January 1, 1996, the Savings Plan was amended so that Ampal matches 50% of each
employees contribution up to a maximum of 3% of the employees compensation.
Employees who were eligible to participate in the Savings Plan as of December 31,
1995, are 100% vested at all times in the account balances maintained in their
401(k) savings account. As of the Record Date, Ampal has no employees entitled
to any benefits under the Pension Plan. Employees who became eligible to
participate in the Savings Plan on or after January 1, 1996, become vested in amounts
contributed by Ampal depending on the number of years of service, as provided in
the following table:
|Years of Service||
|Less than 2 years||0||%|
|2 but less than 3 years||20||%|
|3 but less than 4 years||40||%|
|4 but less than 5 years||60||%|
|5 but less than 6 years||80||%|
|6 or more years||100||%|
under the Savings Plan are required to be paid in a single, lump-sum distribution.
Payment is usually made after termination of employment.
Does Ampal have an active stock option plan?
March 1998, the Board approved a Long-Term Incentive Plan (1998 Plan) permitting
the granting of options to all employees, officers, directors and consultants of
the Company and its subsidiaries to purchase up to an aggregate of 400,000 shares
of Class A Stock. The 1998 Plan was approved by a majority of the Companys
shareholders at the June 19, 1998 annual meeting of shareholders. The plan
remains in effect for a period of ten years. As of December 31, 2003, 119,100 options
of the 1998 Plan are outstanding.
February 15, 2000, the Stock Option Committee, a predecessor committee to the
Stock Option and Compensation Committee, approved a new Incentive Plan
(2000 Plan), under which the Company has reserved 4 million shares of
Class A Stock, permitting the granting of options to all employees, officers and
directors. The 2000 Plan was approved by the Board of Directors at a meeting
held on March 27, 2000 and was approved by a majority of the Companys
shareholders at the June 29, 2000 annual meeting of shareholders. The plan remains
in effect for a period of ten years. As of December 31, 2003, 1,277,000 options of the
2000 Plan are outstanding.
options granted under the 1998 Plan and the 2000 Plan (collectively, the
Plans) may be either incentive stock options, at an exercise price to
be determined by the Stock Option and Compensation Committee (the Committee)
but not less than 100% of the fair market value of the underlying options
on the date of
grant, or non-incentive stock options, at an exercise price to be determined by the
Committee. The Committee may also grant, at its discretion, restricted
stock, dividend equivalent awards, which entitle the recipient
to receive dividends in the form of Class A Stock, cash or a combination of both
and stock appreciation rights, which permit the recipient to receive an
amount in the form of Class A Stock, cash or a combination of both, equal to
the number of shares of Class A Stock with respect to which the rights are
exercised multiplied by the excess of the fair market value of the Class A Stock
on the exercise date over the exercise price. The options granted under the Plans
were granted either at market value or above.
each of the Plans, all granted but unvested options become immediately
exercisable upon the occurrence of a change in control of the Company. On
February 26, 2002, the controlling shareholder of the Company, Rebar Financial
Corp., agreed to sell all of its stock in the Company to Y.M. Noy Investments
Ltd. Accordingly, all options granted but unvested under the Plans were
FOLLOWING QUESTIONS AND ANSWERS RELATE TO THE COMPANYS
CLASS A STOCK
How has the Companys stock performed over the past five years?
following graph compares the percentage change in cumulative total return (change in the
stock price plus reinvested dividends) of Ampal Class A Stock, the S&P composite - 500
Index and a peer group index composed of Koor Industries (an Israeli holding company)
and First Israeli Fund (an American closed-end fund that acquires equity interests in
companies located in Israel) for the period December 31, 1998 through December 31, 2003.
The stock price performances shown on the graph are not intended to forecast or be
indicative of future price performance.
Who are Ampals principal shareholders?
following table sets forth information as of September 24, 2004, as to the
holders known to Ampal who beneficially own more than 5% of the Class A Stock, the
only outstanding series of voting securities of Ampal. For purposes of
computation of the percentage ownership of Class A Stock set forth in the table,
conversion of any 4% Cumulative Convertible Preferred Stock (the 4%
Preferred Stock) and 6 1/2% Cumulative Convertible Preferred Stock (the
6 1/2% Preferred Stock) owned by such beneficial owner has been
assumed, without increasing the number of shares of Class A Stock outstanding by
amounts arising from possible conversions of convertible securities held by
shareholders other than such beneficial owner. As of September 24, 2004, there
were 19,872,305 (not including treasury shares) shares of Class A Stock of
Ampal outstanding. In addition, as of September 24, 2004, there were 540,301
(not including treasury shares) non-voting shares of 6 1/2% Preferred Stock
outstanding (each convertible into 3 shares of Class A Stock) outstanding and
121,382 (not including treasury shares) non-voting shares of 4% Preferred Stock
outstanding (each convertible into 5 shares of Class A Stock).
Security Ownership of Certain Beneficial Owners
of Beneficial Owner
|Title of Class||Amount
of Beneficial Ownership
Class A Stock
|Y.M Noy Investments Ltd., of 33||11,750,132 shs.||(1)||59.13||%|
|Havazelet Hasharon st., Herzliya,|
|Yosef A. Maiman||11,890,757 shs.||(1)(2)||59.42||%|
|Y.M Noy Investments Ltd., of 33|
|Havazelet Hasharon st., Herzliya,|
|Ohad Maiman||11,750,132 shs.||(1)||59.13||%|
|Y.M Noy Investments Ltd., of 33|
|Havazelet Hasharon st., Herzliya,|
|Noa Maiman||11,750,132 shs.||(1)||59.13||%|
|Y.M Noy Investments Ltd., of 33|
|Havazelet Hasharon st., Herzliya,|
of 11,750,132 shares of Class A Stock held directly by Y.M Noy Investments Ltd. Yosef
A. Maiman owns 100% of the economic shares and one-third of the voting shares of Noy.
In addition, Mr. Maiman holds an option to acquire the remaining two-thirds of the
voting shares of Noy (which are currently owned by Ohad Maiman and Noa Maiman, the son
and daughter, respectively, of Mr. Maiman).
140,625 shares of Class A Stock underlying options which are presently exercisable as
of September 24, 2004 or exercisable within 60 days of such date by Mr. Maiman.
What percentage of Class A Stock do the directors and officers own?
following table sets forth information as of September 24, 2004 as to each class
of equity securities of Ampal or any of its subsidiaries beneficially owned by
each director and named executive officer of Ampal listed in the Summary
Compensation Table and by all directors and named executive officers of Ampal
as a group. All ownership is direct unless otherwise noted. The table does
not include directors or named executive officers who do not own any such shares:
of Shares and Nature
of Beneficial Ownership
of Class A Stock
Class A Stock
|Dr. Josef Yerushalmi||56,250||(2)||*|
|All Directors and Executive Officers|
|as a Group||12,303,352||60.24||%|
less than 1% of the class of securities.
to 11,750,132 shares of Class A Stock held directly by Y.M Noy Investments Ltd.. See
Security Ownership of Certain Beneficial Owners. In addition, this
represents 140,625 shares underlying options for Yosef Maiman which are presently
exercisable as of September 24, 2004 or exercisable within 60 days of such date by Mr.
shares underlying options which are presently exercisable as of September 24, 2004 or
exercisable within 60 days of such date.
February 20, 2003, 545,000 of Mr. Shalevs options were cancelled pursuant to an
agreement between the Company and Mr. Shalev. Mr. Shalev received no value in
connection with such cancellation.
Have the Companys officers, directors and shareholders filed all
appropriate beneficial ownership reports with the SEC?
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
16(a) of the Securities Exchange Act of 1934, as amended, requires Ampals executive
officers and directors, and persons who own more than 10% of a registered class of
Ampals equity securities, to file with the Securities and Exchange Commission initial
statements of beneficial ownership (Form 3), and statements of changes in beneficial
ownership (Forms 4 and 5), of Class A Stock of Ampal. To the Companys knowledge, based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons that no additional forms were required,
all filing requirements applicable to its executive officers, directors, and greater
than 10% shareholders were met.
Does the Company enter into transactions with affiliated parties?
Audit Committee of Ampal has the duty and responsibility of reviewing and
approving all transactions between Ampal, on the one hand, and any officer,
director, or affiliate thereof, on the other hand, or in which any officer,
director or affiliate has a material interest. The Audit Committee reviews and
passes upon the fairness of any business dealings and arrangements between Ampal
and any such affiliated party.
Does the Company have directors and officer liability insurance?
January 29, 2004, the Company purchased a directors and officers liability policy in the
aggregate amount of $25,000,000 issued by Indian Harbor Insurance Company (XL). The
cost of the policies, which expire January 28, 2005, was $510,000.
When are shareholder proposals for the 2005 meeting due?
holder of Class A Stock who wishes to submit a proposal to be presented at the next
annual meeting of shareholders must forward such proposal to the Secretary of the
Company at the address in the Notice of Annual Meeting so that it is received by the
Company no later than June 8, 2005. Such a proposal must comply with such rules as may
be prescribed from time to time by the SEC regarding proposals of security holders.
|By Order of the Board of Directors,|
|President and Chief Executive Officer|
October 8, 2004
Ampal-American Israel Corporation
AUDIT COMMITTEE CHARTER
Committee (the Committee) is appointed by the Board of Directors (the Board or
Board of Directors) of Ampal-American Israel Corporation (the Company)
to assist the Board in its oversight responsibilities relating to (1) the integrity of
the financial statements of the Company and its financial reporting process, (2)
internal and external auditing and the independent auditors qualifications and
independence, (3) the performance of the Companys internal audit function and
independent auditors, (4) the integrity of the Companys systems of internal
accounting and financial controls, and (5) the compliance by the Company with legal and
shall consist of no fewer than three members. The members of the Committee shall meet
the independence and experience requirements of The NASDAQ Stock Market, Inc. and
applicable law, including the Sarbanes-Oxley Act of 2002 (the Act). All
members of the Committee must be able to read and understand fundamental financial
statements at the time of their appointment and at least one member of the Committee
shall be an audit committee financial expert, as defined under the Act and
the regulations promulgated thereunder, unless the Board shall have determined that the
members of the Committee have sufficient expertise in financial statement oversight that
such expert is not necessary, which determination shall be disclosed in the Companys
applicable Form 10-K.
The members of
the Committee shall be appointed by the Board. Committee members may be replaced by the
Committee Authority and Responsibility
policies and procedures shall remain flexible in order to best react to changing
conditions and to help ensure that the Companys accounting and reporting
practices are in accord with all requirements and are of the highest quality. In
carrying out its responsibilities, the Committee, to the extent it deems necessary or
Statement and Disclosure Matters
Review and discuss with management and the independent auditor, prior to filing, the
annual audited financial statements, including disclosures made in the Companys
annual report on Form 10-K and managements discussion and analysis.
Recommend to the Board of Directors, based upon a review of the Companys audited
financial statements and discussions with management and the independent auditor, and a
written statement provided by management, whether the audited financial statements
should be included in the Companys annual report on Form 10-K.
Review and discuss with management and the independent auditor the Companys quarterly
financial statements prior to the filing of its Form 10-Q, including the results of the
independent auditors reviews of the quarterly financial statements.
Obtain from the independent auditor a report of all critical accounting policies and
practices, all alternative treatments of financial information that have been discussed
and the ramifications of such alternate treatments, including the treatment preferred by
the independent auditor, and all material communications between the independent
auditor and management.
Review analyses prepared by management setting forth the significant financial reporting
issues or judgments made in connection with the financial statements, including
analyses of the effects of alternative GAAP methods on the financial statements.
Approve, if appropriate, major changes to the Companys auditing and accounting
principles and practices as suggested by the independent auditors, management, or the
internal auditors, if any.
Discuss with management and the independent auditor the effect of regulatory and
accounting developments as well as off-balance sheet structures on the Companys
Inquire of management, the internal auditor, if any, and the independent auditor about
any potential financial risks or exposures and assess the steps management should take
or has taken to identify and minimize such risk.
Discuss with the independent auditor the matters required to be discussed by Statement
on Auditing Standards No. 61 relating to the conduct of the audit, including the
management letter provided by the independent auditor and the Companys response to that
letter, and any difficulties encountered in the course of the audit work, including any
restrictions on the scope of activities or access to requested information, and any
significant disagreements with management.
Discuss with management, the internal auditor, if any, and the independent auditor the
adequacy and effectiveness of the Companys internal controls.
Review with the Chief Executive Officer and the Chief Financial Officer the Companys
disclosure controls and procedures and review periodically, but in no event less
frequently than quarterly, managements conclusions about the efficacy of such
disclosure controls and procedures.
of the Companys Relationship with the Independent Auditor
Review the experience and qualifications of the senior members of the independent
Obtain and review a report from the independent auditor at least annually regarding (a)
the auditors internal quality-control procedures, (b) any material issues raised by
the most recent internal quality-control review, or peer review, of the firm, or by any
inquiry or investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried out by the firm,
(c) any steps taken to deal with any issues raised in clause (b) above, and (d) all
relationships between the independent auditor and the Company. Evaluate the
qualifications, performance and independence of the independent auditor, including
considering whether the auditors quality controls are adequate and the provision of
non-audit services is compatible with maintaining the auditors independence, taking
into account the opinions of management and the internal auditor, if any. The Committee
shall present its conclusions to the Board and, if so determined by the Committee,
recommend that the Board take additional action to satisfy itself of the qualifications,
performance and independence of the auditor.
Adopt a policy of rotating the lead and concurring audit partner every five years and
consider whether in order to assure continuing auditor independence, it is appropriate
to adopt a policy of rotating the independent auditing firm itself on a regular basis.
Recommend to the Board guidelines for the Companys hiring of employees or former
employees of the independent auditor who were engaged on the Companys account.
Discuss with the international office of the independent auditor issues on which they
were consulted by the Companys audit team and matters of audit quality and consistency.
Meet with the independent auditors and the financial management to review the scope of
the audit proposed for the current year and the audit procedures to be utilized, and at
its conclusion, review the audit, including the comments or recommendations of the
of the Companys Internal Audit Function
Review the appointment and, if necessary, the replacement of the persons or entity
performing the internal audit function.
Review the significant reports to management prepared by the internal auditing function
and managements responses.
Discuss with the independent auditor, the responsibilities, budget and staffing of the
internal audit group, if any, and any recommended changes in the planned scope of the
internal audit, if applicable.
Review the internal audit function including the independence and authority of its
reporting obligations, the audit plans proposed for the coming year, and the
coordination of such plans with the work of the independent auditors.
Obtain from the independent auditor assurance that it is not aware of any circumstances
that would require reporting under Section 10A of the Securities Exchange Act of 1934.
Obtain reports from management and the Companys internal audit function that the
Company is in conformity with applicable legal requirements and the Companys Code of
Conduct and advise the Board with respect to such compliance.
Review with management and the independent auditor and approve all transactions or
courses of dealing with parties related to the Company.
Review with management and the independent auditor any correspondence with regulators or
governmental agencies and any published reports which raise material issues regarding
the Companys financial statements or accounting policies.
Establish procedures for the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing matters.
Additionally, the Committee shall ensure that all such complaints are treated
confidentially and anonymously, as set forth in Section 301 of the Act.
Discuss with the Companys counsel legal and regulatory matters that may have a material
impact on the Companys financial statements, and compliance policies and
programs, including corporate securities trading policies.
Perform any other activities consistent with this Charter as the Committee or the Board
may deem necessary or appropriate.
of Committees Role
Committee has the responsibilities and powers set forth in this Charter, it is not the
duty of the Committee to plan or conduct audits or to determine that the Companys
financial statements and disclosures are complete and accurate and are in accordance
with generally accepted accounting principles and applicable rules and regulations.
These are the responsibilities of the Companys management and the independent
|SEE REVERSE SIDE|
mark your votes as
indicated in this example
all nominees listed to the left (except as marked to the contrary)
to vote for all nominees listed to the left
|2.||RATIFICATION OF THE APPOINTMENT OF KESSELMAN & KESSELMAN, A MEMBER FIRM OF PRICEWATER-HOUSECOOPERS INTERNATIONAL LIMITED, AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.|
|THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.|
|1.||ELECTION OF DIRECTORS||o||o||FOR||AGAINST||ABSTAIN|
03 L. Malamud
05 M. Arnon
07 E. Haber
04 J. Yerushalmi
06 Y. Karni
|WITHHELD FOR: (INSTRUCTION: To withhold authority to vote for any individual nominee(s), print the name of such nominee(s) below.)||3.||IN THEIR DISCRETION, UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POST-PONEMENT(S) THEREOF.|
sign exactly as name appears. In the case of joint tenancies, coexecutors
or co-trustees, both should sign. If acting as attorney, executor, administrator,
trustee, officer of a corporation, or in other representative capacity,
please give full title under signature.
|Ù FOLD AND DETACH HERE Ù|
AMPAL-AMERICAN ISRAEL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
undersigned hereby appoints Jack Bigio and Yoram Firon, and each of them, as proxy
for the undersigned, with full power of substitution, to vote and otherwise
represent all of the shares of Class A Stock of Ampal-American Israel Corporation held
of record by the undersigned on September 30, 2004, at the Annual Meeting of
Shareholders to be held on October 20, 2004, and any adjournment(s) or
postponement(s) thereof, with the same effect as if the undersigned were present and
voting such shares, on all matters as further described in the accompanying Proxy
Statement. By executing this Proxy, the undersigned hereby revokes any proxy
previously given with respect to such shares. The undersigned acknowledges receipt
of the Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement and
REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE.
IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR EACH OF THE BOARD OF DIRECTORS NOMINEES
AND FOR PROPOSAL 2. THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO
VOTE UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.
(Continued, and to be signed and dated on reverse side.)
|Address Change/Comments (Mark the corresponding box on the reverse side)|
|Ù FOLD AND DETACH HERE Ù|
|You can now access your Ampal-American Israel Corporation account online.|
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