ANNUAL REPORT AND ACCOUNTS 2015

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The Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer if, as a result of the acquisition, the purchaser could become a holder of 25 per cent. or more of the voting rights in the Company. This rule does not apply if there is already another holder of at least 25 per cent. of the voting rights in the Company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser could become a holder of more than 45 per cent. of the voting rights in the company, if there is no other shareholder of the company who holds more than 45 per cent. of the voting rights in the company. A special tender offer must be extended to all shareholders of a company but the offeror is not required to purchase shares representing more than 5 per cent. of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) at least 5 per cent. of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer. If a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer. Association to amend these provisions and include additional provisions analogous to Rules 4, 5, 6 and 8 (as well as Rule 9) of the UK Takeover Code which the directors have been advised is more consistent with market practice for companies considering a premium listing on the main market of the London Stock Exchange and potential future inclusion in the FTSE indices. Full Tender Offer Under the Companies Law, a person may not purchase shares of a public company if, following the purchase, the purchaser would hold more than 90 per cent. of the company’s shares or of any class of shares, unless the purchaser makes a tender offer to purchase all of the target company’s shares or all the shares of the particular class, as applicable. If, as a result of the tender offer, either: • the purchaser acquires more than 95 per cent. of the company’s shares or a particular class of shares and a majority of the shareholders that did not have a Personal Interest accepted the offer; orthe appointing of experienced and suitably qualified staff to take responsibility for key business functions to ensure maintenance of high standards of performance. • the purchaser acquires more than 98 per cent. of the company’s shares or a particular class of shares; then, the Companies Law provides that the purchaser automatically acquires ownership of the remaining shares. However, if the purchaser is unable to purchase more than 95 per cent. or 98 per cent., as applicable, of the company’s shares or class of shares, the purchaser may not own more than 90 per cent. of the shares or class of shares of the target company. Shares that are acquired in violation of this requirement to make a tender offer will be deemed Dormant Shares (as defined in the Companies Law) and will have no rights whatsoever for so long as they are held by the acquirer. As described in the Notice of the Annual General Meeting, at the Annual General Meeting scheduled for 10 May 2016, the Company's shareholders will vote on an amendment to the Company's Articles of Plus500 Ltd. <strong>2015</strong> Annual Report 39
40 Plus500 Ltd. <strong>2015</strong> Annual Report
Page 1 and 2: Plus500 Limited ANNUAL REPORT AND A
Page 3 and 4: 2 Plus500 Ltd. 2015 Annual Report
Page 7 and 8: 2015 HIGHLIGHTS FINANCIAL HIGHLIGHT
Page 9 and 10: Chairman’s Statement the territor
Page 11 and 12: Chief Executive Officer’s Review
Page 13 and 14: framework ensures that risk exposur
Page 15 and 16: Our Strategic Objectives Maintainin
Page 17 and 18: Technology Edge The industry-wide t
Page 19 and 20: a new customer is in line with Plus
Page 21 and 22: Sponsorships In December 2014 Plus5
Page 25 and 26: Board of Directors Alastair Gordon,
Page 27 and 28: Gal Haber, Joint Chief Executive Of
Page 29 and 30: Plus500UK during the year; this led
Page 31 and 32: 2013, a copy of which is available
Page 33 and 34: Remuneration Report Directors’ Re
Page 35 and 36: Corporate Governance The Board is r
Page 37 and 38: eviewing and monitoring the extent
Page 39: Corporate Law Mandatory bids, squee
Page 43 and 44: Statement of Directors’ Responsib
Page 49 and 50: Plus500 Ltd. CONSOLIDATED STATEMENT
Page 55 and 56: Plus500 Ltd. NOTES TO CONSOLIDATED
Page 81 and 82: Advisors Nominated Adviser and Brok

ANNUAL REPORT AND ACCOUNTS 2015

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