| (c) | WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which imports and markets food products. The business address of WIL is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel.
B.S.D, an Israeli private company, holds WIL shares. The business address of B.S.D is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel.
JW is a citizen of Israel, is a director of B.S.D, director of WIL and the CEO of the Issuer. JW is a citizen of Israel and his principal employment is business management. The business address of JW is 76 Kaplan St., Herzliya 4674311, Israel.
ZW, the brother of JW, is a director of B.S.D, the Chairman of WIL and the Chairman of the Board of Directors of the Issuer. ZW is a citizen of Israel and his principal employment is business management. The business address of ZW is 7 Hashikma St., Savion, Israel.
Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person |
| (d) | During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (a) | As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 58.97% of the outstanding Ordinary Shares. Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
WIL is controlled by its majority shareholder, B.S.D, which as of the date hereof does not directly own any Ordinary Shares of the issuer. Accordingly, as of the date hereof, B.S.D may be deemed to beneficially own 8,200,542 Ordinary Shares (comprised solely of 8,200,542 Ordinary Shares held directly by WIL), or approximately 58.97% of the outstanding Ordinary Shares. Thus, as of the date hereof, B.S.D may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
As of the date hereof, ZW directly owns though a wholly-owned company 173,739 Ordinary Shares.
JW (through companies owned and controlled by him) holds 50% of the B.S.D shares, and Zvi W. & Co. Ltd. ("Zvi & Co.") holds the other 50% of the B.S.D. shares. Zvi & Co. is owned by ZW, who holds 5% of the shares of Zvi & Co., and by W. Ravit & Co. Ltd. ("Ravit & Co."), which holds 95% of the shares of Zvi & Co. ZW holds 50% of the shares of Ravit & Co., and Ms. Ravit Williger holds the other 50% of the shares of Ravit & Co. Accordingly, JW and ZW are each deemed to beneficially own 8,200,542 Ordinary Shares held directly by WIL, and 173,739 Ordinary Shares held directly by ZW), or approximately 60.22% of the outstanding Ordinary Shares. Thus, as of the date hereof, each of JW and ZW may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein. Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.
Because JW and ZW are brothers, ZW serves as the Chairman of the Board of Directors of the Issuer, and JW serves as CEO of the Issuer, and JW and ZW together control B.S.D, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. However, ZW and JW have not acted in concert in connection with the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D, WIL or the Issuer, and they disclaim the existence of any such group. |
