UNOFFICIAL 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
    Annual General Meeting of Shareholders of the Company, which shall convene on Thursday, December 30, 2021, 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 for the Meeting, the Meeting shall be adjourned to Thursday, January 6, 2021, at the same time and place.
  3. Items on the agenda which may be voted on via a voting deed
    3.1 Reappointment of the Auditor- In light of their experience and professionalism, reappoint KPMG Somekh Chaikin of 17 Ha'arba'a Street, Millennium Tower, Tel Aviv as the Company's Auditors until the next Annual General Meeting, and empower the Board of Directors of the Company to determine their fee. A report will also be given on the Auditors' fee for 2020 (for information on the Auditors' fee for 2020, see the Board of Directors' Report Regarding the Company's Business Position, which is attached to the 2020 Periodic Report, reference no. 2021-01-040482) (the "2020 Periodic Report").
    Proposed resolution: "Appoint KMPG Somekh Chaikin of 17 Ha'arba'a Street,
    Millennium Tower, Tel Aviv as the Company's Auditors until the next Annual General Meeting and empower the Board of Directors of the Company to determine their fee".
    3.2 Reappointment of directors:
    Reappoint Mr. Gil Midyan, Prof. Shuki Shemer (as an independent director) and Mr. Meir Shanie, who are retiring by rotation in accordance with the provisions of the Articles of Association of the Company, as directors of the Company. The directors' terms of office shall remain unchanged, as set forth in section 2 of the convening report.
    Proposed resolution (to clarify, the vote with respect to each director shall be taken separately): "Reappoint Mr. Gil Midyan, Prof. Shuki Shemer (as an independent director) and Mr. Meir Shanie, who are retiring by rotation in accordance with the provisions of the Articles of Association of the Company, as directors of the Company".

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According to regulation 7(A)(5)(b) of the Voting Regulations, following is information on the candidates for the office of director, including information required under regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, to the extent that any change has occurred therein since the Company's 2020 Periodic Report, to the best of the Company's knowledge:

Name:

Gil Midyan

Membership of committees of the Board of

-

Directors:

Date of commencement of service as a

2018

director:

Name:

Prof. Shuki Shemer

Membership of committees of the Board of

Financial Statements

Review Committee,

Directors:

Audit Committee

Date of commencement of service as a

2018

director:

Change in the details of other corporations

Serves as Chairman of Assuta Ashdod

in which he serves as a director /

Has ceased to serve

as a director of HIL

occupation in the past five years:

Applied Medical

Name:

Meir Shani

Membership of committees of the Board of

Human Resources, Nominating & Corporate

Directors:

Governance Committee

Date of commencement of service as a

1997

director:

  1. Review of the proposed resolutions
    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 ("position statement" within its meaning in section 88 of the Companies Law, 1999 (the "Companies Law"), if any are submitted, are available for review on the 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 resolutions
    5.1 The majority required in the Meeting for the adoption of the resolutions proposed in items 1.2 and 1.3 (with respect to each director separately) on the agenda (sections 3.1 and 3.2 above) is a majority of votes of shareholders present in the Meeting, in person or by proxy,

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who are entitled to vote and who participate in the vote (the count of votes shall not include abstentions)1.

  1. 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 in 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 in 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, are required to 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 registered office.
  2. 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 it is defined in the Voting Regulations, subject to the terms and conditions set forth in the Voting Regulations ("Electronic Voting Deed").
    The electronic voting system 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 Thursday, December 30, 2021, 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 method 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.
  3. Address for the delivery of voting deeds and position statements
    The registered office of the Company at 49 Hasivim Street, Petach Tikva.
  4. Final date for submitting position statements and Record Date for determining a shareholder's entitlement to participate and vote in the Meeting
    9.1 The final date for submitting position statements is up to ten days before the time appointed for the Meeting, and the final date for furnishing the Board of Directors' response to position statements, if and insofar as position statements are submitted by shareholders and the Board of Directors chooses to submit a response to said position statements, is up to five days before the time appointed for the Meeting.
    9.2 The "Record Date" is the date for determining the entitlement of shareholders of the Company to vote in the General Meeting according to the Companies Law and is the close of trading on TASE (if trading takes place) on Wednesday, December 1, 2021 (the "Record
  1. It is noted that to the best of the Company's knowledge, the holding percentage of the controlling shareholder of the Company in the Company's shares shall grant the controlling shareholder the required majority for the adoption of the resolutions under items 1.2 and 1.3 (sections 3.1 and 3.2 above) on the agenda.

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Date"). If there is no trading on the Record Date, the Record Date shall be the last trading day preceding said date.

  1. Addresses of the Distribution Site and the TASE website containing voting deeds and position statements
    The ISA Distribution Site: http://www.magna.isa.gov.il
    The TASE website:http://maya.tase.il
  2. Link to the voting deed and position statements
    1. A shareholder may receive "proof of ownership" (as provided in section 6 above and as defined in section 71 of the Companies Law) at the branch office of the TASE member or by Israel Post, if he has so requested. A request to this effect shall be given for a particular securities account in advance. An unregistered shareholder may direct that proof of his ownership shall be sent to the Company via the electronic voting system.
    2. An unregistered shareholder may receive via email, free of charge, a link to the form of the voting deed and position statements on the Distribution Site from the TASE member through which his shares are held, unless the shareholder has advised the TASE member that he does not wish to receive such link or that he wishes to receive voting deeds by post for payment; such notice with regard to voting deeds shall also apply to the receipt of position statements.
    3. One or more shareholders who hold shares constituting five percent or more of the total voting rights in the Company and shareholders holding said percentage of all voting rights which are not held by the controlling shareholder of the Company, as defined in section 268 of the Companies Law, may review the voting deeds and voting records through the electronic voting system, which have reached the Company, as provided in regulation 10 of the Voting Regulations.
      1. At the date of publication of this voting deed, the number of shares constituting 5% of total voting rights in the Company (excluding dormant shares) is 5,811,152 (rounded upward in respect of fractional shares) ordinary shares of NIS 1 par value each of the Company.
      2. At the date of publication of this voting deed, the number of shares constituting 5% of total voting rights in the Company which are not held by the controlling shareholder of the Company is 2,488,883 (rounded upward in respect of fractional shares) ordinary shares of NIS 1 par value each of the Company.
  3. Changes in the agenda for the Meeting contemplated in this voting deed are possible after the voting deed has been published (including the addition of an item to the agenda), and position statements may be published on subjects contemplated in this voting deed. The up-to-date agenda for the Meeting and the position statements published as aforesaid may be viewed in the Company's reports on the Distribution Site.
    An amended voting deed, to the extent required following changes in the resolutions on the agenda, will be posted by the Company on the Distribution Site simultaneously with the announcement of the changes in said resolutions, by no later than the dates set forth in regulation 5(b) of the Companies Regulations (Notice and Announcement of General Meetings and Class Meetings in Publicly Owned Companies), 2000.
    Shareholders will disclose the manner of their vote on each item on the agenda that may be voted on via this voting deed in part II of this voting deed.

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13. Cancellation of a voting deed

A shareholder may, up to 24 hours before the time appointed for the General Meeting, visit the address for the delivery of voting deeds as provided in section 8 above, and after having proved his identity to the satisfaction of the Company Secretary or other employee appointed for this purpose, may withdraw his voting deed and proof of ownership or cancel his vote.

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Strauss Group Ltd. published this content on 25 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 November 2021 07:49:05 UTC.