STRAUSS GROUP LTD. Preamble and Interpretation | 3 | The Passing of Resolutions at General Meetings | 20 |
Name of the Company | 5 | The Board of Directors | 20 |
Limited liability | 5 | External Directors | 23 |
Objectives of the Company | 5 | Alternate Directors | 23 |
Donations | 5 | The Board of Directors' Powers and Functions | 25 |
Business | 5 | Borrowing Powers; Receipt of Credit and Giving of Guaranties and Collateral | 26 |
The Registered Office | 5 | The Board of Directors' Acts | 27 |
The Articles of Association | 6 | Minutes | 29 |
The Authorized Share Capital | 6 | Committees of the Board of Directors | 29 |
Shares | 6 | The General Manager | 31 |
Share Certificates | 7 | Managers and Officers | 32 |
Share Warrants | 7 | Signatory Rights on the Company's Behalf | 32 |
Payments for Shares | 9 | Appointment of Attorneys | 32 |
Forfeiture of Shares | 9 | Validity of Acts and Approval of Transactions | 32 |
Transfer and Transmission of Shares | 9 | Insurance and Indemnification | 33 |
Redeemable Shares and Securities | 11 | The Auditor and Financial Statements | 35 |
Changes to the Share Capital | 12 | Merger | 36 |
Change of Rights | 12 | Dividends, Funds and Capitalization of Funds and Profits | 36 |
The Issuing of Shares and Other Securities | 13 | The Company's Documents | 39 |
Additional Register of Shareholders | 13 | Winding-Up | 40 |
General Meetings | 14 | Notices | 40 |
Voting at and Participation in General Meetings | 17 |
Preamble and interpretation
1. In these articles of association, unless the context requires otherwise: "Person" or "Persons" - including a Corporation;
"Shareholder" - a person who is a Shareholder, as provided in article 19.1 on the
Effective Date, as stipulated in section 182 of the Companies Law, in the event of there being an Effective Date in this regard;
"Registered
Shareholder" - A Shareholder who is registered in the Register of Shareholders of
the Company;
"Non-Registered
Shareholder" - A Shareholder for whose benefit a Share is registered with a Stock
Exchange Member and which is included amongst the Shares that are registered in the Register of Shareholders of the Company, in the name of the Registration Company;
the "Company" - Strauss Group Ltd.
"Registration Company"- The Registration Company of Bank Leumi Le'Israel Ltd. "Law" or the
"Companies Law" - the Companies Law, 5759-1999, as shall prevail from time to time,
and the regulations which shall be promulgated by virtue thereof;
"Secretary" - the person who is appointed as secretary of the Company; "Register" or the
"Register of
Shareholders" - the Register of Shareholders of the Company which must be kept
in accordance with the Law;
"Office" or the
"Registered Office" - the Company's office, whose address shall be recorded at the Registrar, as shall be from time to time;
Strauss Group Ltd. published this content on 16 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 October 2017 07:09:09 UTC.
Original documenthttp://media.corporate-ir.net/media_files/IROL/92/92539/releases/2017/press releases/Amended Articles of Association Oct 2017 ENG.pdf
Public permalinkhttp://www.publicnow.com/view/809D863D8006DED70A9A5B87FF54B5B70CA11BE3
