Mr. Nehemia was not a party to the correspondence, however, Adv. Saar noted that this outline was formulated in accordance with Mr. Nehemiah's proposal, so that it could be forwarded to the company's board of directors for review.
Mr. Nehemiah testified that this outline was only a preliminary idea. The outline itself also noted that "this document should not be regarded as a binding proposal" (see ibid., Appendix 36). Although the correspondence was not answered to him, Mr. Nehemia testified that he was familiar with the proposal (p. 348, S.1), but noted that he did not see it as a serious matter. He discussed the matter with Adv. Pereg but did not see it as a matter worthy of promotion with the board of directors.
In any event, there is no dispute that this proposal was not put to a vote by the Board of Directors, and it was not given an update on its matter. Hence, this channel was not examined by him. In this regard, no fault should be attributed to the directors, who should not have known about it. And with regard to Mr. Nehemiah's responsibility for not bringing it up for discussion, I will refer to it when I examine his responsibility.
- Thus, on November 3, 2016, the company's board of directors convened to discuss the options available to it (Appendix 41 to the directors' affidavits). On the agenda was the approval of the deal with the Dayan Group, which included the sale of shares of the companies holding assets in France and a property in Germany. At the beginning of the meeting, it was noted that the deal had already been signed, but it contained a condition, which was conditional on its validity being approved by the board of directors. Hence, the board of directors must examine whether to approve it (p. 1).
It was also noted that the transaction includes the sale of 76% of the holdings in the assets in France, and that Mr. Knepfler must be returned €3.5 million (p. 3). A review of the agreement submitted to the Board of Directors states that the consideration for the sale of 76% of the Company's rights in French assets amounts to €2.6 million (see clause 1.2 of the Agreement).