Avner Oil - Annual Report 2011 - Delek Energy Systems

Regulation 29C: Resolutions of the general meeting of the Partnership unit holders1. On August 7, 2011, the general meeting of the Partnership’s unit holders approveda change in the trust agreement from August 6, 1991, in connection with theSupervisor’s salary, and an extension of the option period under an agreementbetween the General Partner and the Partnership whereby the General Partnergranted the Partnership an option to receive 15% of the rights in the franchiseagreement for Block 12 in Cyprus.For further details of these resolutions, see the Partnership’s immediate reportsdated June 21, 2011 regarding the convening of a general meeting of the unitholders (ref: 2011-01-189861), dated July 26, 2011 (ref: 2011-01-222840), datedJuly 28, 2011 (ref: 2011-01-225009) and dated August 4, 2011 (ref: 2011-01-231228) as well as the Partnership’s immediate reports dated August 8, 2011 (ref:2011-01-235293 and 2011-01-235293) regarding the results of a general meetingof the unit holders.2. For the resolutions of the general meeting of the Partnership’s unit holders datedOctober 9, 2011 regarding changes in the Limited Partnership Agreement, seeRegulation 28 above.3. On February 21, 2012, the general meeting of the Partnership’s unit holdersagreed to issue participation units and/or securities which are convertible intoparticipation units, and/or debentures and/or securities which are convertible intodebentures in 2012, of a scope and under conditions to be determined by adecision of the General Partner, in order to raise the funds which the Partnershipbelieves are needed for its current operations. These operations includeinvestments in the petroleum assets described in section 5.1 of the LimitedPartnership Agreement, repayment of its obligations and qualification of theGeneral Partner to determine the structure, scope and timing of the issue, at itsabsolute and exclusive discretion, provided that a cap is determined to ensure thatthe proceeds of the issue do not exceed USD 125 million. The issue of debenturesand/or securities which are convertible into debentures may be implemented by thePartnership and/or by a wholly owned subsidiary which is an SPC whose solepurpose is to raise debt which will be available to the Partnership in the form of aloan. This issue may be implemented at any time under one or more prospectusesand/or one or more shelf offering reports, as shall be determined by the GeneralPartner. For further details of this resolution, see the Partnership’s immediatereport dated February 8, 2012 regarding the convening of a meeting of unit holders(ref: 2012-01-037440) as well as immediate report dated February 21, 2012regarding the results of the meeting (ref: 2012-01-048435).Regulation 29A (4): Insurance and indemnification exemption for officers, effective at the reportingdateInsurance policy1. On March 10, 2010, the Board of Directors of the General Partner resolved toapprove the signature by the Company of a directors’ and officers’ liability policywith The Phoenix Insurance Company Ltd. (“The Phoenix”) and/or any otherinsurer, from time to time without requiring further approval of the general meetingof participation unit holders as part of Delek Group's collective policy, whichincludes the subsidiaries and affiliates, in whole or in part, at the insurer or anotherinsurer, in Israel or overseas, so that it applies all to the officers in the Companyand/or its subsidiaries and affiliates, including directors and/or officers who are notcontrolling shareholders in the Company or their relatives, at premiums and underterms generally accepted at the time of extending, renewing or replacing theinsurance policy, provided that all of the following conditions are met ("theFramework Transaction"):A. The insurance limit of liability (in the collective policy) is a minimum of USD 75million and does not exceed USD 100 million per incident and per period;B. The annual premium for the policy will not exceed a total of USD 450,000 plusup to 15% per annum on this amount as from December 1, 2010.C. Distribution of the insurance premium among the insuring companies will bedetermined by the Company's management in consultation with an expert inD-17