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1.	INTRODUCTION

1.1.

Each of the words set out below will, in these Articles, bear the meaning appearing opposite it:

	Articles	The Articles of Association of the Company as in effect or as may be amended from time to time.
	Board	The Board of Directors of the Company
	Business Day	A day on which banks in Israel are open for transacting business.
	Companies Law	The Companies Law, 5759-1999, or any other enactment replacing the same.
	Companies Ordinance	The Companies Ordinance (New Version), 5743-1983, or any other enactment replacing the same.
	Companies Regulations	Regulations promulgated under the Companies Law and/or the Companies Ordinance.
	Director(s)	The member(s) of the Board constituted in accordance with these Articles holding office at any given time.
	In writing or written	Printing and any other form of printing words, including documents that have been sent in writing by fax, telegram, telex, e-mail, by computer or any other form of electronic communication, that creates or enables the creation of a copy or printout of a document.
	Incompetent	A person who has been declared to be Incompetent pursuant to the Legal Capacity and Guardianship Law, 5722-1962.
	Law	The provisions of any law (“din”) applicable in the State of Israel.
	Related Company	A body that, directly or indirectly, controls the Company or any other body that is, directly or indirectly, controlled by such body and/or a body that is controlled, directly or indirectly, by the Company.
	Securities	As defined in section 1 of the Securities Law.
	Securities Law	The Securities Law, 5728-1968, or any other enactment replacing the same
	Securities Regulations	Regulations promulgated under the Securities Law

	Shareholder	Anyone registered as a Shareholder in the Register of Shareholders of the Company.
	Simple Majority	A majority of more than fifty percent (50%) of the votes of the Shareholders entitled to vote and who have, personally or by proxy, voted at a general meeting, excluding abstentions.
	Special Majority	A majority of at least seventy-five percent (75%) of the votes of the Shareholders entitled to vote and who have voted personally or by proxy excluding for abstention votes.

1.2.

In these Articles, any reference to an organ or officeholder refers to an organ or officeholder of the Company.

1.3.

In the absence of any other provision on the subject and save where the subject matter or the context is inconsistent with such application, the provisions of sections 3 – 10 of the Interpretation Law, 5741-1981, will, mutatis mutandis, similarly apply to the interpretation of the Articles.

2.	PUBLIC COMPANY

3.

DONATIONS

4.	OBJECTS OF THE COMPANY

5.	LIMITATION ON LIABILITY

6.	ALTERATION OF THE ARTICLES

7.	SHARE CAPITAL

7.1.

The registered share capital of the Company is NIS 3,000,000 divided into 150,000,000 Ordinary Shares of NIS 0.02 nominal value each (hereinafter: “Share”, “Ordinary Share”, “Shares” or “Ordinary Shares”, as appropriate). Each Share confers the right to receive invitations to, attend and vote at all general meetings. Each Shareholder, on casting a vote, will have such number of votes as corresponds to the number of Shares that it holds. All Shares have equal rights in relation to the amounts of capital that have been paid or have been credited as paid-up on the nominal value thereof in all matters relating to dividend, the distribution of bonus Shares and other distribution, a return of capital and participation in a distribution of surplus assets of the Company upon winding-up of the Company.

7.2.

The provisions of these Articles with respect to Shares will similarly apply to other Securities that will be issued by the Company, mutatis mutandis.

8.	ISSUE OF SHARES AND OTHER SECURITIES

8.1.

No right of Preemption

8.2.

Redeemable Securities

8.3.

Commissions

8.4.

The Board may apply different arrangements among the holders of Securities of the Company in relation to the terms of allotment of the Company’s Securities and the rights attaching to those Securities, and may vary such conditions, including waiving any part thereof. The Board may further issue to the holders of Securities, calls in respect of monies that have yet to be paid as consideration for the Securities that they hold.

8.5.

Any payment on account of a Share will be first credited to the nominal value and only thereafter on account of the premium in respect of any Share, unless otherwise prescribed by the terms of thereof.

8.6.

No Shareholder shall be entitled to exercise any right of a Shareholder nor will such Shareholder be entitled to any dividend prior to having paid all sums outstanding pursuant to the terms of issuance together with interest, linkage differentials and expenses, if any, unless otherwise prescribed by the terms of issuance.

8.7.

The Board may forfeit and sell, re-allot or otherwise dispose of any security for which the total consideration has not been paid, as it determines in its discretion, including without any consideration.

8.8.

The forfeiture of a security shall lead to the cancellation of any right or claim or demand in or against the Company in relation to such security, save for such rights and obligations as are excepted by these Articles or which by Law are granted to or imposed upon a former holder of Securities.

9.	REGISTER OF SHAREHOLDERS OF THE COMPANY AND ISSUANCE OF SHARE CERTIFICATES

9.1.

The secretary of the Company or the person who has been appointed for that purpose by the Board will be responsible for managing the Register of Shareholders. Every Shareholder shall be entitled to receive from the Company one Share certificate, or a number of certificates, as decided by the Company, without charge, within two months of the allotment or registration of the transfer (or within such other shorter period as will be otherwise prescribed by the terms of issuance) in respect of all the Shares of a certain class that are registered in his name and such certificate will specify the number and class of the Shares (if any) and such other information as will, in the discretion of the Directors, be significant. In the case of a Share jointly held, the Company will not be bound to issue more than one certificate to all the joint holders and delivery of such certificate to one of the joint holders will be deemed to be delivery to all such joint holders.

9.2.

The Board may close the Register of Shareholders up to an aggregate period of 30 days in any year.

9.3.

Shares shall be represented by Share certificates unless the Directors adopt a resolution permitting Shares to be uncertificated. Share certificates will be issued under the seal or stamp of the Company or in its printed name, and under the hand of a single Director and the secretary of the Company or of two Directors, or of such other person as the Directors shall have appointed for such purpose.

9.4.

The Company may issue a new certificate in lieu of an issued certificate that has been lost or defaced or become worn, against such evidence and indemnity as the Company will require and after payment of such sum as will be determined by the Directors, and the Company may replace existing certificates with new ones without payment, subject to the terms prescribed by the Directors.

9.5.

Where two or more persons are registered as joint holders of a Share, a written notification of the payment of a dividend or other payments in respect of the said Share which is sent to one of them will be binding upon the other holder of the Share.

9.6.

The Company may recognize a trustee as holder of a Share and issue a Share certificate in the trustee’s name, provided the trustee has given notice of the identity of the beneficiary under the trust. The Company shall not be bound or required to recognize any claim based on any equitable or contingent right or a future right or partial right to a Share or to any other right whatsoever in respect of any such Share, other than the absolute right of the registered Shareholder of each Share unless on the basis of a judicial order or pursuant to the requirements of any Law.

10.	TRANSFER OF SHARES OF THE COMPANY

10.1.

Shares of the Company are transferable.

10.2.

Unless otherwise prescribed by the Directors, no transfer of registered Shares will be registered unless an original signed instrument of transfer of the Shares (hereinafter: “Share Transfer”) will have been submitted to the Company or its transfer agent. The Share Transfer will be in the following or like form so far as possible, or in such other form as will be approved by the Board. Subject to the terms of these Articles, the effectiveness of such transfer of Shares shall not require the prior approval of the Board.

The Transferor		The Transferee
Name:		Name:
I.D./Corp. no.:		I.D./Corp. no.:
Signature:		Signature:
Witness to the signature of the Transferor:		Witness to the signature of the Transferee:
Name:		Name:
I.D./Corp. no.:		I.D./Corp. no.:
Signature:		Signature:

10.3.

The Transferor will continue to be regarded as the holder of the Shares so transferred until the Transferee’s name has been entered in the Register of Shareholders.

10.4.

A Share transfer will be presented to the Company or its transfer agent for registration, together, in the case of certificated shares, with the certificates constituting the registered Shares that are to be transferred (if issued), payment of all transfer taxes, and any other evidence as the Company will require concerning the Transferor’s title to or right to transfer the Shares, subject to Article 9.3

10.5.

A joint Shareholder wishing to transfer his right in a jointly owned Share but who holds no certificate representing such Share will not be bound to attach the Share certificate to the Share Transfer provided that the Share transfer specifies that the Transferor holds no Share certificate in respect of the Share the right in which is being transferred and the transferred Share is jointly held with others.

10.6.

The Company may demand payment of a fee for registering the transfer in such sum or at such rate as will be determined by the Board from time to time.

10.7.

Only the personal representatives and administrator or executors of the estate of a deceased Shareholder, and in the absence thereof, his heirs, shall be recognized as the holder thereof after proving their entitlement thereto as determined by the Board.

10.8.

The Company may recognize the surviving Shareholder of a jointly held Share upon the death of one of the holders unless all the joint holders of the Share have notified the Company in writing prior to the death of any of them of their wish that the provisions of this Article will not apply, but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any Share jointly held by him.

10.9.

A person acquiring a right to a Share in his capacity as a personal representative, administrator, heir, receiver, liquidator or trustee in bankruptcy of a Shareholder or otherwise by Law, may, when proving his right – as required by the Board – be registered as Shareholder of such Share or transfer the same to another, subject to the provisions regarding transfers pursuant to these Articles.

10.10.

The person acquiring a right to a Share in consequence of the transfer thereof by operation of Law, will be entitled to dividends and all other rights in respect of the Share and further be entitled to receive and give receipts for dividend or other payments payable in connection with such Share but will not be entitled to receive notices in connection with the general meetings of the Company (to the extent such right exist) and participate or vote thereat in connection with such Share or exercise any right of a Shareholder, save as stated above, until after he is registered as Shareholder in relation to such Share.

11.	SHARE WARRANTS TO BEARER

12.	CHARGE OVER SHARES

12.1.

The Company shall have a first charge and right of lien on all Shares that are not fully paid up and on the proceeds of sale thereof whether or not they have matured for payment, which payments have been called or which shall become payable on the date determined for such Share. The Company shall have a lien on all the Shares (other than fully paid up Shares) registered in the name of a Shareholder as security for the monies due from him, or his assets, whether solely or jointly with others. Such lien shall also apply to dividends paid from time to time in respect of these Shares.

12.2.

The Board is entitled, in order to exercise any such charge or lien, to sell the Shares or any of them that are subject to the lien in any manner it may deem fit, but no sale shall be made until after a notice in writing has been delivered to the Shareholder concerning the Company’s intention to sell the Shares, in default of payment of such sum, fourteen days from the date of the notice. The net proceeds of any such sale, after payment of costs of the sale, shall be used to pay the debts or the liabilities of the Shareholder and the remainder (if any) shall be paid to him.

12.3.

If a sale of Shares is made after forfeiture or in order to enforce a charge or lien by the apparent exercise of the powers conferred above, the Board is entitled to register them in the register in the name of the purchaser, and the purchaser shall not be obliged to examine the regularity of the proceedings or the manner in which the proceeds of the sale have been applied. After they have been entered in the register in his name, no person shall challenge the validity of the sale.

13.	ALTERATION TO SHARE CAPITAL

13.1.

Increase of capital:

13.2.

Alteration of rights:

13.3.

Consolidation:

13.3.1.

Sell all the fractions and for such purpose appoint a trustee in whose name the certificates comprising the fractions will be issued and who will sell the same and apply the proceeds received, less commissions and expenses, among those entitled. The Board may decide that Shareholders entitled to proceeds that are in a sum that is less than that prescribed, will not receive the proceeds of such fractions and their portion of the proceeds will be divided among the Shareholders entitled to the proceeds that exceed the amount prescribed in proportion to the proceeds to which they are entitled;

13.3.2.

Allot to each Shareholder who, as a result of such consolidation and re-distribution, is left with fractional Shares, fully paid-up Shares of the class existing prior to the consolidation in such number as will, when consolidated with the fraction, be sufficient for a single complete consolidated Share and such allotment will be deemed to have taken effect immediately prior to the consolidation;

13.3.3.

Determine that Shareholders will not be entitled to receive consolidated Shares in respect of fractional consolidated Shares resulting from the consolidation of one half or less of the number of Shares whose consolidation creates a single consolidated Share, but will be entitled to receive a consolidated Share in respect of a consolidated fractional Share resulting from the consolidation of more than one half of the number of the Shares whose consolidation creates a single consolidated Share.

13.4.

Cancellation of unissued Share capital:

13.5.

Split of Share capital:

14.	POWER OF THE GENERAL MEETING

14.1.

Matters within the authority of the general meeting

14.1.1.

Any amendment of the Articles.

14.1.2.

Exercising the powers of the Board, if the general meeting has determined, by a Simple Majority of the votes of the Shareholders entitled to vote and who have voted in person or by proxy, that the Board is constrained from exercising its powers and also that exercising any of the powers is essential for the proper management of the Company.

14.1.3.

Approval of acts and transactions requiring the approval of the general meeting, pursuant to the provisions of sections 255 and 267 to 284 of the Companies Law.

14.1.4.

Any resolution which by Law or these Articles is required to be passed by way of decision of the general meeting.

14.1.5.

Any power that is conferred upon the general meeting by Law.

14.2.

Power of the general meeting to remove powers among the organs

15.	ANNUAL AND SPECIAL GENERAL MEETINGS AND CLASS MEETINGS

16.	PROCEEDING AT GENERAL MEETINGS

16.1.

Quorum

16.2.

Adjournment of the general meeting in the absence of a quorum

16.3.

Chairperson of the general meeting

17.	VOTES OF SHAREHOLDERS

17.1.

Voting Power

17.2.

Majority

17.3.

Certification of title

17.4.

Vote by an incompetent person

17.5.

Vote of joint Shareholders

17.6.

Defect

18.	APPOINTMENTS OF PROXIES

18.1.

Voting by means of proxy

18.2.

Form of the instrument of appointment

RE:

Annual General/Special General Meeting of Evogene Ltd. (the “Company”) that will take place on [            ] (the “Meeting”)

Signature

(*)

A registered Shareholder may grant a number of instruments of appointment (proxies), each to relate to a different quantity of Shares of the Company that he holds, provided that he will not grant instruments of appointment for a number larger than that which he holds.

(**)

In the event of the attorney not being the holder of an Israeli I.D., his passport number and the country of issue may also be inserted.

18.3.

Validity of instrument of appointment (proxy)

18.4.

Disqualification of proxies

18.5

Voting by means of a voting warrant

19.	DIRECTORS – APPOINTMENT AND TERMINATION OF OFFICE

19.1

Number of Directors – the number of Directors of the Company shall be no less than three (3) and no more than seven (7), excluding External Directors (as such term is defined in the Companies Law), unless otherwise resolved by the general meeting by a Special Majority of the votes of the shareholders entitled to vote and who have voted in person, or by way of a proxy or by way of a voting paper, with the exception of abstention votes.

19.2

Subject to the number of Directors of the Company not exceeding the maximum number of Directors prescribed in Article 19.1 above, each Director shall be subject to election (or re-election) at every annual general meeting of shareholders by a Simple Majority, and shall serve until the next annual general meeting of shareholders and until his or her successor is duly qualified.   A Director may also be elected for his or her initial term at a special general meeting of shareholders, by a Simple Majority, in which case such Director shall serve until the next annual general meeting of shareholders, at which meeting he or she will be subject to re-election (if nominated) by a Simple Majority, along with all other nominees for service on the Board, for a term that expires at the following annual general meeting of shareholders.

19.3

The provisions of this Article 19 (in their entirety) will not apply to the appointment and duration of service of External Directors, to whom the provisions of the Companies Law will apply.

19.4

The Company may, by a Simple Majority, at a special meeting, remove any Director from office before his term of office has expired.

19.5

Subject to the provisions of the Companies Law regarding the termination of a Director’s office, but notwithstanding that stated in section 230 of the Companies Law, the office of a Director will not be terminated except as stated in this Article 19, in its entirety.

19.6

Appointment of Directors by the Board – the Board may appoint a Director to the Board either to fill a position that has become vacant for any reason whatsoever or as an additional Director, provided that the number of Directors will not exceed the maximum number of members of the Board as a result of such appointment. Any Director so appointed will remain in office until the earlier of the first annual or special general meeting of shareholders following his or her appointment and until his or her successor is duly qualified. At such annual or special general meeting, such Director (if nominated for re-election) shall be subject to re-election for a term that expires at the next annual general meeting of shareholders and until his or her successor is duly qualified.

19.7

Simple Majority – The majority required to alter the provisions of Articles 19.1 - 19.6 above will be a Simple Majority.

19.8

Date of commencement of the service of a Director – a Director who is elected will take up office from the end of the general meeting at which he or she is  elected or on the date of his or her appointment by the Board as stated in Article 19.6 above, as the case may be, unless a later date is specified in the resolution appointing him or her.

19.9

Except for a Director whose term of office expires on the date of the annual general meeting of shareholders, no Director will be elected at an annual general meeting unless the Board has recommended his or her election, or a Shareholder of the Company holding at least one percent (1%) of the voting rights in the Company has submitted to the officers of the Company, at least fourteen (14) days before the annual general meeting convenes, a written document signed by the Shareholder giving notice of the intention of such Shareholder to nominate such candidate for election as a Director, attaching to such notice the written consent of the candidate to be so elected, together with a biography of the candidate that includes all information required to be publicly disclosed with respect to such candidate’s experience, education and all other relevant information requested by the Company.

19.10

Alternate Director – subject to the provisions of law, a Director may from time to time appoint an alternate for himself or herself (hereinafter: “Alternate Director”), dismiss such Alternate Director and appoint another instead of any Alternate Director whose office has been vacated for any reason, either for a particular meeting or permanently.

19.11

Termination of the Office of a Director – in the event of the office of a Director being vacated, the remaining Directors may continue to act as long as their number is not reduced below the minimum number of Directors prescribed by these Articles. In the event that the number of Directors is reduced below such minimum number, the remaining Directors may act solely in order to convene a general meeting of shareholders of the Company for the purpose of electing such number of additional Directors as shall result in the number of Directors being at least the minimum number set forth in these Articles.

20.	CHAIRPERSON OF THE BOARD

20.1.

Appointment – the Board will appoint one of its members as chairperson of the Board and also determine in the resolution of the appointment the period for which he will hold office. Unless otherwise prescribed in the resolution of his appointment, the chairperson of the Board will hold office until another is appointed in his stead or until he ceases to serve as Director whichever is the earlier. Upon the chairperson of the Board ceasing to be Director of the Company, a new chairperson will be appointed at the first meeting of the Board that takes place thereafter.

20.2.

Absence of casting vote – in the event of an equality of votes on a resolution of the Board, the chairperson of the Board or the person who has been appointed to conduct the meeting, will have no additional vote.

21.	ACTS OF THE DIRECTORS

21.1.

Convening meetings of the Board of Directors

21.2.

Quorum – a quorum for meetings will be a majority of the members of the Board who are not by Law prevented from participating in the meeting, or such other quorum as will be fixed by a majority of the members of the Board, from time to time.

21.3.

Validity of acts of the Directors in the case of a disqualified Director – all acts effected in good faith at a meeting of the Board or by a committee of Board or by any person acting as a Director will be effective even if it is thereafter discovered that there was a defect in the appointment of such Director or person so acting or that all or any one of them were disqualified, as if every such person had been lawfully appointed and was qualified to be a Director.

21.4.

Committees of the Board

21.5

Meetings held by means of communication without convening – at a meeting held by means of any form of communication, it will be sufficient that all of the Directors who are entitled to participate in the discussion and the vote, are able to hear one another.

	21.6	The Board may pass a resolution without actually convening, provided that all of the Directors who are entitled to participate in the discussion and vote on the business that has been proposed for the resolution have agreed not to convene to discuss the matter. In the case of resolutions so passed, minutes of the resolutions will be taken, including the resolution not to convene, and be signed by the chairperson of the Board. The provisions of Article 21.2 above will apply to such a resolution, mutatis mutandis. A resolution passed pursuant to this Article will be valid for all purposes as if passed at a meeting of the Board duly convened and held.
22.	VALIDITY OF ACTS AND APPROVAL OF TRANSACTIONS

22.1.

All acts effected by the Board or by a committee of the Board or by a person acting as a Director or as a member of a committee of the Board, or by the General Manager of the Company, will be effective even if it is thereafter discovered that there was a defect in the appointment of the Board, committee of the Board, Director being a member of the committee or the General Manager, or that any of such officeholders was disqualified from holding office.

22.2.

Subject to the provisions of the Companies Law:

22.2.1.

The holding of Shares of the Company and the fact that a person is an officeholder or interested party in the Company, or officeholder of another body corporate, including a body corporate of which the Company is an interested party or which is a Shareholder of the Company, will not disqualify the officeholder from holding the position of officeholder in the Company. In addition, no officeholder will be disqualified by virtue of his office on account of any engagement or engagement of any such body corporate under an agreement with the Company on any matter whatsoever and in any manner whatsoever.

22.2.2.

The office of officeholder of the Company will not disqualify such person and/or his relative and/or other body corporate in which he is an interested party from entering into transactions with the Company in which the officeholder has a personal interest in any manner whatsoever.

22.2.3.

An officeholder will be entitled to participate in and vote on the discussions regarding the approval of transactions or acts in which he has a personal interest.

22.3.

Subject to the provisions of the Companies Law, transactions of the Company with an officeholder thereof or transaction of the Company with any other person, in which an officeholder of the Company has a personal interest, but not being extraordinary transactions, will be approved as follows:

22.3.1.

The entering into such a transaction that is not extraordinary will be approved by the Board or by the Audit Committee, or by another party who will be empowered in that behalf by the Board, by a specific resolution or by the procedures of the Board, or by general agreement or by agreement with respect to a certain class of transactions or for a particular transaction.

22.3.2.

Approval of transactions that are not extraordinary as stated may be given by general approval to a certain class of transactions or by approving a particular transaction.

22.4.

A general notice given to the Board by an officeholder or controlling party of the Company regarding his personal interest in a particular matter setting out details of his personal interest will constitute disclosure by the officeholder or the controlling party to the Company regarding that personal interest for the purpose of any engagement with such body in a transaction not being extraordinary.

23.

SECRETARY

24.

AUDITOR

24.1.

The general meeting may appoint an auditor for a period exceeding one year, as determined by the general meeting.

24.2.

The Directors will determine the remuneration of the auditor of the Company for audit-related services as well as his remuneration for other, non-audit-related services, unless otherwise determined by the general meeting.

25.	DISTRIBUTION AND ALLOTMENT OF BONUS SHARES

26.	DIVIDEND AND BONUS SHARES

26.1.

Right to dividend or bonus Shares

26.1.1.

Dividends or bonus Shares will be distributed to persons who are registered as Shareholders of the Company on the date of the resolution of the Board regarding the distribution or on such other date as will be determined in such resolution.

26.2.

Retention of Dividends

26.3.

Payment of dividend

26.3.1.

Method of payment

26.3.2.

Unclaimed dividend

26.4.

Method of Capitalizing Profits and Distribution of Bonus Shares

26.4.1.

Reserves

26.4.2.

Distribution of Bonus Shares

27.	PURCHASE OF THE COMPANY’S SHARES

28.	DEFINITION

29.	EXEMPTION OF OFFICEHOLDERS

30.	INDEMNIFICATION OF OFFICEHOLDERS

30.1.

The Company may indemnify an officeholder thereof, in an amount that shall not exceed twenty-five percent (25%) of the Company’s Shareholder Equity, as determined based on the financial statements of the Company last published prior to the date of actual payment of the indemnity (the “Indemnity Cap”). Without prejudice to the generality of the foregoing, the following provisions will apply:

30.2.

The Company may indemnify an officeholder thereof in respect of any liability or expense that has been imposed upon him and which he committed in his capacity of officeholder, as set out below:

30.2.1.

Financial liability that has been imposed upon him in favor of any other person by judgment, including a judgment made in a compromise or arbitrator’s award that has been approved by a court.

30.2.2.

Reasonable litigation expenses, including legal fees, expended by the officeholder on account of any investigation or proceedings which have been conducted against him by an authority competent to do so, and which has concluded without the laying of any information against him and without any financial liability having been imposed upon him as an alternative to a criminal proceeding or which is concluded without the laying of an information against him but with the imposition of financial liability as an alternative to a criminal proceeding in an offence which does not require proof of criminal intent or with respect to a monetary penalty.

30.2.3.

Reasonable litigation expenses, including legal fees, expended by an officeholder or for which he has been made liable by any court in any proceeding that has been brought against him by or in the name of the Company or any other person or in any criminal proceedings from which he has been acquitted, or criminal charge of which he has been convicted for an offence that does not require proof of criminal intent.

30.2.4.

A payment to any party injured by a violation, as detailed in Section 52(54)(a)(1)(a) of the Securities Law, as will be amended from time to time.

30.2.5.

Expenses, including reasonable litigation expenses, including attorney fees, incurred by the officeholder with respect to any procedure conducted in his respect, under Chapters H3, H4, or I1, of the Securities Law, as will be amended from time to time, or under Article D of the Fourth Chapter, Ninth Part of the Companies Law, as will be amended from time to time.

30.2.6.

Any liability or other expense by reason of which it is or will be permitted by Law to indemnify an officeholder.

30.3.

Indemnification in advance

30.4.

Retroactive indemnification

31.	INSURANCE OF OFFICEHOLDERS

31.1.

The Company may, to the maximum extent permitted by the Companies Law, insure officeholders thereof to the maximum extent permitted by Law. Without derogating from the generality of the foregoing, the Company may enter into a contract to insure the liability of an officeholder of the Company by reason of any liability that will be imposed upon him by reason of any act which he has committed in his capacity of officeholder, on account of any of the following:

31.1.1.

Breach of the duty of care towards the Company or any other person;

31.1.2.

The breach of any fiduciary duty he has towards the Company, provided the officeholder acted in good faith and had reasonable grounds to assume that the act would not harm the interests of the Company;

31.1.3.

Financial liability that will be imposed upon him in favor of any other person;

31.1.4.

A payment to any party injured by a violation, as detailed in Section 52(54)(a)(1)(a) of the Securities Law, as will be amended from time to time;

31.1.5.

Expenses, including reasonable litigation expenses, including attorney fees, incurred by the officeholder with respect to any procedure conducted in his respect, under Chapters H3, H4, or I1, of the Securities Law, as will be amended from time to time, or under Article D of the Fourth Chapter, Ninth Part of the Companies Law, as will be amended from time to time;

31.1.6.

Any other event by reason of which it is or will be permitted by Law to insure the liability of an officeholder.

32.	EXEMPTION, INDEMNIFICATION AND INSURANCE - GENERALLY

32.1.

The provisions of the above Articles regarding exemption, indemnity and insurance, are not intended nor will they be construed as limiting the Company in any manner whatsoever with respect to entering into a contract regarding exemption, insurance and/or indemnity in relation to the persons set out below:

32.1.1.

Persons who are not officeholders of the Company, including employees, consultants or contractors of the Company not being officeholders thereof.

32.1.2.

Officeholders in other companies. The Company may enter into a contract to exempt, indemnify and insure officeholders of companies that are in its control, or of affiliated or other companies in which it has an interest, subject to the Indemnity Cap set forth in Section 30.1 above, and the above provisions regarding exemption, indemnity and insurance of officeholders in the Company will, mutatis mutandis, apply in this respect.

32.2.

It is to be clarified that in this Chapter, such an undertaking relating to exemption, indemnity and insurance for an officeholder may be in effect also after the officeholder has ceased to serve in the Company.

33.	AMALGAMATION

34.	WINDING-UP

34.1.

If the Company is wound up, voluntarily or otherwise, the liquidator may, with the approval of the general meeting, distribute in specie among the Shareholders parts of the property of the Company and may, with like sanction, vest any part of the property of the Company with trustees in favor of the Shareholders, as the liquidator, with such approval, as it deems fit.

34.2.

The Shares of the Company will have equal rights among them in relation to the capital amounts that have been paid or have been credited as paid-up on the nominal value of the Shares, in relation to the repayment of the capital and participation in a distribution of surplus assets of the Company on a winding up, subject to the special rights of the Shares if Shares with special rights have been issued.

35.	RE-ORGANIZATION

35.1.

On the sale of property of the Company, the directors or the liquidators on a winding up may, if authorized by resolution passed by the general meeting of the

Company by Simple Majority, accept fully paid or partly paid up Shares, debenture or Securities of any other company, Israeli or foreign, whether then existing or to be formed for the purchase in whole or in part of the property of the Company, and the Directors (if the profits of the Company permit), or the liquidators (on a winding up), may distribute such Shares, or Securities, or any other property of the Company without realization, or vest the same in trustees for the Shareholders.

35.2.

The general meeting may, by resolution adopted by the general meeting of the Company by a Simple Majority, resolve on the valuation of any such Securities or property at such price and in such manner as the general meeting may decide, and all holders of Shares will be bound to accept any valuation or distribution so authorized, and waive all rights in relation thereto, save only in case the Company is proposed to be or is in the course of being wound-up, to such statutory rights (if any) under the provisions of the Companies Law as are incapable of being varied or excluded.

36.

NOTICES

36.1.

Notices or any other document may be given by the Company to any Shareholder appearing in the Shareholder Register or sent to him by registered mail (airmail if sent to a place outside Israel) addressed to such Shareholder according to the address registered in the Shareholders Register, or according to such other address as the Shareholder will serve in writing to the Company’s secretary or the General Manager of the Company at the principal office of the Company as being an address for services of notices or by publication of notices in two newspapers in Israel.

36.2.

All notices that are required to be given to Shareholders will be given, in relation to Shares having joint owners, to such person whose name first appears in the Shareholders Register, and notice given in this manner will be sufficient notice to all the joint Shareholders.

36.3.

Any notice or other document that has been given or sent to the Shareholder pursuant to these Articles will be deemed to have been duly given and sent with respect to the Shares that are held by him whether the Shares are held by him alone or by him jointly with others (notwithstanding the death or bankruptcy of such Shareholder or grant of a winding-up order, appointment of a trustee or liquidator or receiver over his Shares, at such time and regardless of whether the Company knew of his death or bankruptcy or otherwise, or not) until another person will be registered in his stead as holder thereof, and such delivery or dispatch will be deemed to be sufficient if made to any person having a right in the Shares.

36.4.

Any notice or other document that has been sent by the Company by mail according to an address in Israel will be deemed to have been delivered within 48 hours of the date on which the letter containing the notice or the document has been posted, or within 96 hours in the case of an address abroad, and in proving delivery it will be sufficient to prove that the letter containing the notice or the document was properly addressed and posted.

36.5.

The Company is not bound to deliver any notice regarding a general meeting to the Shareholders except to the extent that this is required by law. Notice of a general meeting will set out the place and time at which the meeting will be convened, the agenda thereof and a synopsis of the resolutions that are proposed and such other detail as is required by law.

36.6.

The accidental omission to give notice regarding a general meeting or non-receipt of any notice by a Shareholder of any meeting or other notice will not cause the disqualification of a resolution adopted at such meeting or of any proceedings based on such notice.

36.7.

Any Shareholder and any member of the Board may waive his right to receive a notice or to receive a notice at any particular time and may agree that a general meeting of the Company or meeting of the Board, as the case may be, will convene and be held notwithstanding the fact that he has not received any notice thereof or despite the notice not having been received in the time required.