Strauss : Proposed changes to letter of Indemnity - English

[Form approved in the General Meeting of June 6, 2011]

The Company, pursuant to the provisions of the Companies Law, the Securities Law, 1968 and the Articles of Association of the Company, hereby covenants to indemnify and hold harmless its officers as set forth in this Letter of Undertaking.

1. Interpretation

   In this Letter of Indemnity the following terms shall have the meaning set forth beside them:

   The "Company"	-	Strauss Group Ltd.;
   The "Companies Law"	-	The Companies Law, 1999;
   "Officer"	-	Whoever serves from time to time as an officer of the Company as this term is defined in section 1 of the Companies Law, including an officer of the Company serving as such in a corporation controlled by the Company or in a related corporation of the Company, as this term is defined in section 1 of the Securities Law, 1968, at the Company's request;
   The "Index"	-	The Consumer Price Index (General Index), as published from time to time by the Central Bureau of Research and Statistics, affiliated with the Prime Minister's Office;
   The "Effective Date"	-	The date of approval of this undertaking by the Special General Meeting of the Shareholders of the Company held on June 18, 2006;
   "Action" or "Actions"	-	Including an act and/or decision/resolution and/or

   omission (or any derivative thereof).

2. Undertaking of Indemnification

   Subject to the terms and conditions set forth in this Letter of Undertaking and to the provisions of the Companies Law -

3. The Company hereby irrevocably undertakes to indemnify any and all Officers for any liability or expense as set forth in par. 2.3 below, which may be imposed upon or sustained by such Officer following Actions he shall execute in the Company and/or in a corporation controlled by the Company and/or in a related corporation of the Company in his capacity as Officer after the date of this Letter of Undertaking, which are related, directly or indirectly, to one or more of the events set forth in the addendum to this Letter of Undertaking (hereinafter: the "Addendum") or any part thereof or related thereto, directly or indirectly; provided, however, that the maximum amount of indemnity shall not exceed the amount set forth in clause 3 below.

4. The Company hereby irrevocably undertakes to indemnify any and all Officers for any liability or expense as set forth in par. 2.3 below, which may be imposed upon such Officer following Actions he has executed in the Company and/or in a corporation controlled by the Company and/or in a related corporation of the Company in his capacity as Officer before the date of this Letter of Undertaking, which are related, directly or indirectly, to one or more of the events set forth in the Addendum or any part thereof or related thereto, directly or indirectly; provided, however, that the maximum amount of indemnity shall not exceed the amount set forth in clause 3 below.

5. The undertaking to indemnify an Officer as provided in par. 2.1 and 2.2 above shall apply with respect to liabilities or expenses, as set forth below:

6. A financial liability imposed on the Officer in favor of another person by judgment, including a judgment in settlement or an arbitration award approved by the court;

7. Reasonable litigation expenses, including attorney fees, expended by the Officer following an investigation or proceeding conducted against him by an authority competent to conduct an investigation or proceeding, which was concluded without a bill of indictment being filed against the Officer and without a financial liability being imposed upon him in lieu of criminal proceedings, or which was concluded without a bill of indictment being filed against him but with a financial liability being imposed upon him in lieu of criminal proceedings in an offense that does not require proof of criminal intent or in connection with a financial sanction;

   In this paragraph -

   "Conclusion of proceedings without a bill of indictment being filed in a case wherein a criminal investigation was instituted" - means closure of the case under Article 62 of the Criminal Procedure Law [Combined Version], 1982 (in this paragraph: "Criminal Procedure Law"), or stay of proceedings by the Attorney General under Article 231 of the Criminal Procedure Law; "Financial liability in lieu of criminal proceedings" - financial liability imposed by law as an alternative to criminal proceedings, including an administrative fine under the Administrative Offenses Law, 1985, a fine in respect of an offense determined as a fineable offense under the provisions of the Criminal Procedure Law, a financial sanction or forfeit.

8. Reasonable litigation expenses, including attorney fees, expended by the Officer or which he was charged to pay by the court in a proceeding filed against him by or on behalf of the Company or by another person, or in a criminal indictment whereof he was acquitted, or in a criminal indictment in which he was convicted of an offense that does not require proof of criminal intent.

9. A financial liability imposed on the Officer for payment to a party injured by a violiation, as provided in section 52BBB(a)(1)(a) of the Securities Law, 1968, in an administrative proceeding.

10. Expenditures made by the Officer relating to an administrative proceeding (as defined below) conducted in his respect, including reasonable litigation expenses as well as attorney fees.

    "Administrative proceeding" - a proceeding pursuant to Chapters 8-C (Imposition of Financial Sanctions by the ISA), 8-D (Imposition of Administrative Enforcement Measures by the Administrative Enforcement Committee) or 9-A (Arrangement to Prevent the Initiation of Proceedings or to Conclude Proceedings, Subject to Conditions) of the Securities Law, 1969 (the "Securities Law"), as amended from time to time; and also a proceeding pursuant to Chapter 7-A of the Restrictive Trade Practices Law, 1988, as amended from time to time; and also any other or additional administrative enforcement proceeding in which respect indemnification or insurance may be provided by law for expenditures in connection therewith or payments relating thereto.

    "Party injured by a violation" - within the meaning of the term in section 52BBB(a)(1)(a) of the Securities Law for the purpose of an administrative proceeding pursuant to the Securities Law or pursuant to any other statute in which respect an administrative proceeding may be held.

11. Amount of Indemnity

12. The amount of indemnity to be paid by the Company (in addition to amounts received from insurance companies, if any are received, under insurance policies bought by the Company, if they were bought) to all Officers, cumulatively, under the Letters of Undertaking given to them, in respect of one or more of the events set forth in the Addendum, shall not exceed 25% of the equity of the Company according to its most recent financial statements as at the date of actual payment of the indemnity (hereinafter: the "Maximum Amount of Indemnity"). The Maximum Amount of Indemnity will be linked to the Index, from the last Index published prior to the Effective Date until the last Index published prior the date of actual payment.

13. If and to the extent that the total of all amounts of indemnity that the Company is required to pay shall exceed the Maximum Amount of Indemnity or the remaining balance of the Maximum Amount of Indemnity (as it exists as such time) pursuant to par. 3.1 above, the Maximum Amount of Indemnity or the balance thereof, as the case may be, shall be divided among the Officers who are entitled to indemnity, in such manner that the amount of indemnity actually received by each Officer shall be calculated according to the ratio between the amount of indemnity owing to each of the Officers in respect of the liabilities or expenses he is required to bear as a result of the legal proceedings, and the amount of indemnity owing to all of the aforesaid Officers in respect of the liabilities or expenses they are required to bear as a result of the legal proceedings, cumulatively in respect of that event.

14. Handling a Claim

    In any case in which respect an Officer is likely to be entitled to indemnity as described above, the Officer and the Company shall act as follows:

15. The Officer shall inform the Company in writing of any proceedings in which respect he is likely to be entitled to indemnity under this Letter of Undertaking of Indemnification as provided in par. 2.3 above, which have been instituted against him, and of any concern or threat that such proceedings shall be filed against him and of any circumstances brought to his knowledge, which are liable to lead to such proceedings being filed against him (hereinafter: the "Proceedings"), as soon as possible after he first learns of this, and shall forward to the Company or to whomever is designated by the Company, without delay, a copy of any and all documents submitted to him with respect to such Proceedings.

16. The Officer shall fully cooperate with the Company and with all those designated by the Company, including the insurer of the Officers' insurance policy, and shall disclose all information required in relation to the Proceedings and shall comply with all other provisions of the policy with respect to his defense in the Proceedings.

17. The Company shall be entitled to take upon itself the handling of the Officer's legal defense in the Proceedings and to submit the defense to an attorney whose identity is determined by the