Strauss : AGM Summons To Appoint Directors Lev and Salinger - English

CONVENIENCE TRANSLATION

The Hebrew version is the binding version

	Strauss Group LTD.
	(The "Company")
Messrs		Messrs
The Israel Securities Authority		Tel Aviv Stock Exchange Ltd.
Via MAGNA		Via MAGNA
Dear Sir/Madam:		July 9th, 2019

Re: Special General Meeting of Shareholders of the Company

In accordance with the provisions of the Companies Law, 1999 (the "Companies Law"), the Companies Regulations (Notice and Announcement of General Meetings and Class Meetings in Publicly Owned Companies and Addition of an Item to the Agenda), 2000 ("Notice and Announcement Regulations"), The Companies Regulations (Written Votes and Position Statements), 2005 (the "Voting Regulations") and the Securities Regulations (Periodic and Immediate Reports), 1970 (the "Reporting Regulations"), immediate Notice is hereby given of the convening of a Special General Meeting of the Shareholders of the Company, which shall be held on Tuesday, August 13, 2019, at 3:00 p.m. at the offices of the Company at 49 Hasivim Street, Petach Tikva (the "General Meeting" or the "Meeting").

1. Item on the Agenda and Proposed Resolution

Appointment of the venerable Ms. Dorit Salinger and Ms. Dalia Lev as outside directors of the Company, for a period of 3 years, starting on the date of the approval of the General Meeting convened according to this report, as detailed in section 2 of this report. The voting for the approval of each of the directors shall be carried out separately.

Proposed Resolution:"Appoint Ms. Dorit Salinger and Ms. Dalia Lev as outside directors of the

Company, for a period of 3 years, starting on the date of the approval of the General Meeting convened according to this report, as detailed in section 2 of this report".

2. Further Details regarding the Appointment of Ms. Dorit Salinger and Ms. Dalia Lev as outside directors of the Company

1. Ms. Dorit Salinger's declaration regarding her appointment as outside director of the Company according to sections 224b(a) and 241 of the Companies Law is attached as Appendix Aof this report. The Company's Board of Directors determined, based amongst others on Ms. Dorit Salinger's declaration and on the information provided by her, that she possesses expertise in accounting and finance, as provided in the Companies Regulations ("Qualification for Appointment"), and is therefore an "outside expert director" according to the meaning of this term in the Companies Regulations (Remuneration and refund of expenses for an Outside Director), 2000 ("Remuneration Regulations").
2. Ms. Dalia Lev's declaration in connection with her appointment as outside director in the Company, according to sections 224b(a) and 241 of the Companies Law is attached as Appendix Bof this report. The Company's Board of Directors determined, based amongst others on Ms. Dalia Lev's declaration and on the information provided by her, that she possesses expertise in accounting and finance, as provided in the Companies Regulations ("Qualification for Appointment"), and is therefore an "outside expert director" according to the meaning of this term in the Companies Regulations (Remuneration and refund of expenses for an Outside Director), 2000 ("Remuneration Regulations").
3. Each one of the candidates, Ms. Salinger and Ms. Lev, shall be entitled to the customary terms of office in the Company with regard to outside directors, according to the terms of office of outside directors who are in office today, and according to the company's Remuneration Regulations1 and the decisions of the competent organs in the Company, as part of which they will be entitled to a

1 Further details regarding the terms of office for employees of the company, see the Company's Remuneration Policy in a report from 18/8/2016 (2016-01-105793), which is hereby provided by way of referral ("Remuneration Policy").

yearly remuneration and to a deductible at the maximal sum provided in the Compensations Regulations (Remuneration and refund of expenses for an Outside Director), ("Remuneration Regulations"), according to the Company's rank and to their classification as "expert director", entitled to the addition provided in regulation 5a to the Remuneration Regulations. In addition, they will be entitled to a letter of indemnity and an exemption, identical to those of the other directors and officials of the Company, as shall be provided from time to time, as well as to be included in an insurance policy for Liability of Officers and Functionaries, and to a reimbursement of expenses.

2.4 Here are the required details by regulation 26 of the Reporting Regulations regarding the candidacy for outside directors, to the best of the Company's knowledge:

Ms. Dorit Salinger

I.D. Card:	056615487
Date of Birth:	12 August 1960
Address for Service of process:	Hamaavak Street 11, Givatayim, 53523
Citizenship:	Israeli
Membership of Committee or Directorate	None. After her appointment as outside
Committees:	director, she is meant to be appointed as
	member of the audit committee as the chair
	person and as a member of the remuneration
	committee
Independent director, outside director, with	Expert outside director with expertise in
expertise in accounting and finance, or with	accounting and finance.
professional qualification. An expert outside
director.
Is she an employee of the company, its	No.

subsidiary, an associated company, or a
company with an interest in it?.
Family Relations to an interested party:	No.
Foreseen Date for beginning of office:	Subject to the approval of the General Meeting,
	from the date of approval, as mentioned.
Education:	BA graduate in Economy and Management,
	Technion - Israel Institute of Technology;
	MA in Business Management with expertise in
	funding, Leon Recanati Graduate School of
	Business Administration, Tel Aviv University.
Occupation in the last 5 years and details of the	Occupation in the last 5 years:
corporations in which she serves as director:	Commissioner of the Capital Market, Insurance
	and Saving Authority; Director at M.I.
	HOLLDINGS LTD.
	Corporations in which she serves as director:
	Dorit Salinger Ltd.
Does the Company consider him/her as having	Yes.
expertise in accounting and finance as set out
by the Board of Directors?

	Ms. Dalia Lev
I.D. Card:		007555337
Date of Birth:		2 August 1947
Address for Service of process:		Bnei Moshe Street 16, Tel Aviv 62308
Citizenship:		Israeli

Membership of Committee or Directorate	None. After her appointment as outside
Committees:	director, she is meant to be appointed as
	member of the audit committee, the
	remuneration committee, and the committee for
	the approval of financial reports.
Independent director, outside director, with	Expert outside director with expertise in
expertise in accounting and finance, or with	accounting and finance.
professional qualification. An expert outside
director.
Is she an employee of the company, its	No.
subsidiary, an associated company, or a
company with an interest in it?.
Family Relations to an interested party:	No.
Foreseen Date for beginning of office:	Subject to the approval of the General Meeting,
	from the date of approval, as mentioned.
Education:	BA graduate in accounting, Hebrew University,
	Jerusalem; MA in Law, Bar Ilan University.
	ISMP - Harvard University, Massachusetts,
	USA.
Occupation in the last 5 years and details of the	Occupation in the last 5 years:
corporations in which she serves as director:	Director in Paz Oil Company Ltd; Independent
	Director in Strauss Group Ltd.;
	Director in FIBI (First International Bank of
	Israel).
	Corporations in which she serves as director:
	Belgal Ltd.; Outside Director in Bank
	Hapoalim.
Does the Company consider him/her as having	Yes.