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MarketScreener Homepage  >  Equities  >  TEL AVIV STOCK EXCHANGE  >  Strauss Group Ltd.    STRS   IL0007460160

STRAUSS GROUP LTD.

(STRS)
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Strauss : AGM Voting Deed To Appoint Directors Lev and Salinger - English

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07/11/2019 | 03:18am EDT

CONVENIENCE TRANSLATION

The Hebrew version is the binding version

STRAUSS GROUP LTD.

VOTING DEED

In accordance with the Companies Regulations (Written Votes and Position Statements), 2005

(the "Voting Regulations")

PART I OF THE VOTING DEED

  1. Company name
    Strauss Group Ltd. (the "Company").
  2. Type of meeting, date and venue
    Special General Meeting of Shareholders of the Company, which shall convene 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"). If a quorum is not present at the time appointed for the Meeting, the Meeting shall be adjourned to Tuesday, August 20, 2019, at the same time and place.
  3. Items on the agenda which may be voted on via a voting deed
    Appointment of Ms. Dorit Salinger and Ms. Dalia Lev as external directors of the Company for a three- year term of office, which shall commence on the date of approval by the General Meeting summoned in the convening report to which this voting deed is attached (the "Convening Report"). To clarify, the vote on the approval of the appointment of each of the directors shall be taken separately.
    Following is information on the candidates for the office of external directors of the Company, in accordance with regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970:

Ms. Dorit Salinger

Identity number:

056615487

Date of birth:

August 12, 1960

Address for service of judicial

11 HaMa'avak Street, Givatayim 53523

documents:

Citizenship:

Israeli

Membership of a committee/committees

No. After her appointment as an external

of the Board of Directors:

director, she is expected to be appointed

to the Audit Committee as chair and to

the Remuneration Committee

Independent director, external director,

Expert external director, with accounting

director with accounting and financial

and financial expertise

expertise or professional qualifications,

expert external director:

Is the candidate an employee of the

No

Company, a subsidiary, a related

company of the Company or an

interested party therein?

Is the candidate a relative of an interested

No

party?

Designated date for assuming office:

Subject to approval by the General

Meeting, commencing on the date of said

approval

Education:

Bachelor's degree in Economics and

Management, the Technion - Israel

Institute of Technology; MBA - Finance

Major, Recanati Business School, Tel

Aviv University

Occupation in the past five years and

Occupation in the past five years:

corporations in which the candidate

Commissioner of Capital Markets,

serves as a director:

Insurance and Savings; director of M.I.

Holdings Ltd.

Corporations in which the candidate

serves as a director:

Dorit Salinger Ltd.

Does the Company consider the

Yes

candidate to possess accounting and

financial expertise for purposes of

compliance with the minimum number

set by the Board of Directors?

Ms. Dalia Lev

Identity number:

007555337

Date of birth:

August 2, 1947

Address for service of judicial

16 Bnei Moshe Street, Tel Aviv 62308

documents:

Citizenship:

Israeli

Membership of a committee/committees

No. After her appointment as an external

of the Board of Directors:

director, she is expected to be appointed

to the Audit Committee, to the

Remuneration Committee and to the

Financial Statements Approval

Committee as chair

Independent director, external director,

Expert external director, with accounting

director with accounting and financial

and financial expertise

expertise or professional qualifications,

expert external director:

Is the candidate an employee of the

No

Company, a subsidiary, a related

company of the Company or an

interested party therein?

Is the candidate a relative of an interested

No

party?

Designated date for assuming office:

Subject to approval by the General

Meeting, commencing on the date of said

approval

Education:

Bachelor's degree in Accounting,

Hebrew University of Jerusalem; LLM,

Bar Ilan University; ISMP - Harvard

University, Massachusetts, USA

Occupation in the past five years and

Occupation in the past five years:

corporations in which the candidate

Director of Paz Oil Company Ltd.;

serves as a director:

independent director of Strauss Group

Ltd.; director of the First International

Bank of Israel

Corporations in which the candidate

serves as a director:

Balgal Ltd.; external director of Bank

Hapoalim

Does the Company consider the

Yes

candidate to possess accounting and

financial expertise for purposes of

compliance with the minimum number set by the Board of Directors?

The proposed resolution (to clarify, the vote on each of the directors will be taken separately):

"Appoint Ms. Dorit Salinger and Ms. Dalia Lev as external directors of the Company for a three- year term of office, which shall commence on the date of approval by the General Meeting summoned in the Convening Report, as set forth in section 2 of the Convening Report.

  1. Inspection of the proposed resolution
    All shareholders of the Company may review a copy of the Convening Report and related documents at the offices of the Company at 49 Hasivim Street, Petach Tikva, following prior coordination (tel. 03- 6572499), on Sunday to Thursday between the hours of 9:00 a.m. and 4:00 p.m., until the time appointed for the Meeting.
    Further, the Convening Report, the Voting Deed and position statements within their meaning in section 88 of the Companies Law, 1999 (the "Companies Law"), if any are submitted, are also available on the Israel Securities Authority ("ISA") distribution site (the "Distribution Site") at http://www.magna.isa.gov.iland on the Tel Aviv Stock Exchange Ltd. ("TASE") website at https://maya.tase.co.il.
  2. The majority required for adoption of the resolution
    The majority required for the adoption of the resolution proposed in item 1 on the agenda (section 3 above) with regard to each candidate separately, as stated, is the majority of votes of the shareholders present in the Meeting, in person or by proxy, who are entitled to participate in the vote, provided, however, that one of the following is satisfied: (a) the majority of votes in the Meeting shall include a majority of all votes of shareholders who are not controlling shareholders of the Company or who have a personal interest in the approval of the appointment, except for a personal interest which is not the result of a relationship with the controlling shareholder, who participate in the vote; the tally of all votes of said shareholders shall not include abstaining votes; (b) the total opposing votes among the shareholders mentioned in paragraph (a) do not exceed two percent (2%) of all voting rights in the Company1.
    Shareholders having a personal interest shall be subject to the provisions of section 276 of the Companies Law, mutatis mutandis.
  3. Personal interest

1 It is noted that the controlling shareholders of the Company do not hold shares of a percentage granting them the majority required to pass the resolutions contemplated in item 1 on the agenda (section 3 above), since for purposes of passing the resolutions a special majority is required.

With respect to the resolutions proposed in item 1 on the agenda for the Meeting (section 3 above), Part

  1. II of this Voting Deed contains a dedicated space for indicating the existence or absence of a personal interest and a description of the nature of said personal interest. To clarify, if a shareholder has not indicated the existence or absence of a personal interest, or if the shareholder has indicated "Yes" and has not disclosed the nature of his personal interest in said resolution, his vote shall not be counted. Further, for purposes of votes by interested parties, senior officers and institutional bodies (as defined in Part II of the Voting Deed), a dedicated space is allocated in Part II of the Voting Deed for indicating as required.

  2. Validity of the Voting Deed
    The Voting Deed shall be valid only if accompanied by proof of ownership by an unregistered shareholder (i.e. a person in whose favor shares are registered in street name, and those shares are included among the shares which are registered on the Register of Shareholders in the name of the nominee company), or a photocopy of an identity card, passport or certificate of incorporation, as the case may be, if the shareholder is registered on the Company's books or if proof of ownership was sent to the Company via the electronic voting system as described in section 7 of the Convening Report.
    This Voting Deed, accompanied by the documents attached thereto, must be submitted at the Company's offices up to 4 hours before the time appointed for the Meeting. For this purpose, the time of submission is the hour when the Voting Deed and the documents required to be attached thereto reached the Company's offices.
  3. Voting via the electronic voting system
    An unregistered shareholder may vote via a voting deed that shall be sent to the Company via the electronic voting system as defined in the Voting Regulations, subject to the terms and conditions set forth in the Voting Regulations ("Electronic Voting Deed").
    The Electronic Voting Deed shall be opened for voting at the close of the Record Date (as defined below). Upon receipt of an identifying number and access code from the TASE member and after completing an identification process, an unregistered shareholder may vote via the electronic voting system at https://votes.isa.gov.il.
    Voting via the electronic voting system ends 6 hours before the time appointed for the Meeting (i.e. on Tuesday, August 13, 2019 at 9:00 a.m.), when the electronic voting system shall be closed. Electronic votes may be changed or cancelled until the electronic voting system is closed, after which they cannot be changed via the system. If a shareholder has voted by more than one means the last of his votes shall be counted, with the vote of the shareholder in person or by proxy in the Meeting being deemed later than a vote via an Electronic Voting Deed.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Strauss Group Ltd. published this content on 11 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 July 2019 07:17:06 UTC

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Financials (ILS)
Sales 2018 -
EBIT 2018 -
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Yield 2018 1,44%
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NameTitle
Giora Bar Dea President & Chief Executive Officer
Ofra Strauss Lahat Chairman
Ariel Chetrit Chief Financial Officer
Arie Ovadia Director
David Mosevics Director
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