STRAUSS GROUP LTD. ANNUAL REPORT AS AT DECEMBER 31, 2012 WorldReginfo - d848cdee-9315-4665-9123-b5f9e6c0379a Board of directors Ofra Strauss, Chairperson Adi Strauss Dr. Michael Anghel Ronit Haimovitch Ran Madyan David Mosevics Dr. Arie Ovadia Meir Shanie Professor Dafna Schwartz Dalya Lev Akiva Moses President & CEO Gadi Lesin EVP, CLO & Company Michael Avner Secretary Auditor Somekh Chaikin KPMG Registered office Hasivim St. 49 P.O.B 194 Petach Tikva 49517, Israel WWW.STRAUSS-GROUP.COM WorldReginfo - d848cdee-9315-4665-9123-b5f9e6c0379a STRAUSS GROUP LTD. TABLE OF CONTENTS DESCRIPTION OF THE CORPORATION'S BUSINESS BOARD OF DIRECTORS' REPORT TO THE SHAREHOLDERS AS AT DECEMBER 31, 2012. FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012. WorldReginfo - d848cdee-9315-4665-9123-b5f9e6c0379a STRAUSS-GROUP LTD. DESCRIPTION OF THE CORPORATION'S BUSINESS WorldReginfo - d848cdee-9315-4665-9123-b5f9e6c0379a Description of the Corporation's Business Contents Part I – Description of the General Development of the Corporation's Business 1 1. The Operations of the Corporation and Description of the Development of Its 1 Business 2. Areas of Operations 7 3. Investments in the Share Capital of the Corporation and Transactions in its Shares 9 4. Dividend Distribution 9 Part II – Other Information 9 5. Financial Information Relating to the Corporation's Areas of Operations 9 6. General Environment and Impact of External Factors on the Corporation's 13 Activity Part III – Description of the Corporation's Business According to Segments of 16 Operations 7. General – the Food and Beverage Industry 16 8. The Israel Operations 19 9. The Health & Wellness Segment 26 10. The Fun & Indulgence Segment 46 11. The Coffee Operations 63 12. The Israel Coffee Segment 71 13. The International Coffee Segment 79 14. The International Dips and Spreads Segment 95 15. Other Operations 109 Part IV – Matters Relating to the Operations of the Group as a Whole 118 16. Customers 118 17. Sales and Distribution 121 18. Advertising and Marketing Communications 126 19. Fixed Assets, Real Estate and Facilities 127 20. Research and Development 129 21. Human Capital 130 22. Financing 141 23. Taxation 143 24. Environmental Quality 144 25. Restrictions on and Supervision of the Group's Operations 152 26. Material Agreements 159 27. Legal Proceedings 162 28. Objectives and Business Strategy 162 29. Information on Geographical Regions 168 30. Discussion of Risk Factors 168 WorldReginfo - d848cdee-9315-4665-9123-b5f9e6c0379a - 1 - Description of the Corporation's Business Part I – Description of the General Development of the Corporation's Business 1. The Operations of the Corporation and Description of the Development of Its Business 1.1 Strauss Group Ltd. (formerly Strauss-Elite Ltd., hereinafter: the "Company") and the companies controlled by it (for sake of convenience, the Company and the companies controlled by it shall be referred to hereinafter: the "Group") are a group of industrial and commercial companies that operate both in Israel and abroad, engaging principally in the development, manufacture, marketing and sale of a variety of branded food and beverage products. 1.2 The Group is a food and beverage company, operating 29 plants in 19 countries worldwide, with a strong home base in Israel, focusing on high added value branded products. The Company is the second largest food group in Israel; it is the fourth largest coffee company in the world in the field of ground and roast coffee and the fifth in the field of instant coffee. In 2012, The Company in Israel held 11.8% of the total food and beverage market (in financial terms1), not including the market share of Strauss Water Ltd. The Group is also active in Brazil, Russia and in Central and Eastern European countries in the coffee market, as in most of these countries it is among the leading firms on the market. The Group is also active in North America, Mexico and Australia in the development, manufacture, marketing and sale of refrigerated Mediterranean salads and dips. In China and the UK, the Group is active in the marketing, sale and servicing water filtration and purification products. In the USA, Australia and Singapore, the Group operates chocolate bars. 1.3 The Company was incorporated in Israel in 1933. in 1973, it turned into a public company, whose shares are listed for trading on the Tel Aviv Stock Exchange Ltd. (hereinafter: the "Stock Exchange"). 1.4 The controlling shareholders of the Company are Mr. Michael Strauss, through his holdings in Strauss Holdings Ltd. (hereinafter: "Strauss Holdings")2 and Ms. Ofra Strauss, who is deemed to hold the shares of the Company jointly with him. 1 According to StoreNext figures. StoreNext engages in the measurement of the everyday consumer goods market in the barcoded retail market (hereinafter: "StoreNext"). 2 Strauss Holdings Ltd. is a private company registered in Israel. According to the best knowledge of the Company , the ordinary shares of Strauss Holdings are held by Michael Strauss Assets Ltd. [a corporation held by Mr. Michael Strauss (approx. 56.7%), Ofra Strauss (approx. 18.1%), Irit Strauss and Adi Strauss (approx. 12.6% each) ("Michael's Assets")]; by Raya Strauss Ben-Dror Assets Ltd. [a corporation held by the sons of Raya Strauss Ben WorldReginfo - d848cdee-9315-4665-9123-b5f9e6c0379a - 2 - 1.5 The Group manages and develops its business with the aim of providing the entire public with a broad variety of top-quality branded products for different consumption opportunities. The Group has diverse production technologies and it operates through large-scale marketing, sales and distribution systems, allowing high availability of its products to consumers. The products of the Group are generally sold through a variety of sales channels including large retail chain outlets, supermarkets, groceries, kiosks, hotels, workplaces, convenience stores, vending machines, etc. 1.6 The Group collaborates with four multinational corporations – the French concern Danone (Compagnie Gervais Danone S.A.) (hereinafter: "Danone"), the American corporation PepsiCo, Inc. (hereinafter: "PepsiCo"), Haier Group of China through its subsidiary Haier Whole Set Distribution Co. Ltd. ("Haier"), and Virgin Group through its subsidiary, Virgin Green Fund (hereinafter: "Virgin"). 1.7 The Group commenced its operations in 1934 with the production of chocolate tablets and assorted sweet snack bars at its manufacturing site in Ramat Gan. In mid-1950’s, the Group began to manufacture instant coffee in Israel. In subsequent years, the Group expanded its business to snacks and coffee through erection of plants and acquisition of firms in these areas. In 1990, the collaboration of the Group with PepsiCo in the field of salty snacks began. 1.8 In early 1990’s, the Group initiated its international coffee operations in Europe, principally in the roast and ground coffee market. The Group expanded its international activity to Central and Eastern Europe through the acquisition of companies, that are active in this field, as well as the establishment of new operations. In late 2000, the Group also initiated activities in South America upon the acquisition of a coffee company in Brazil. In 2005, the Group expanded its international coffee operations significantly through a series of acquisitions in Brazil, Poland and Serbia. The international coffee operation continued to expand in subsequent years through additional acquisitions in Dror, Gil Midyan (approx. 50%) and Ran Midyan (approx. 50%) ("Raya's Assets")]; as well as a self holding by Strauss Holdings Ltd. (approx. 29%). The effective holding of Michael's Assets and Raya's Assets in Strauss Holdings, excluding the self holding of shares, is 73.4% by Michael's Assets and 26.6% by Raya's Assets. The voting shares in Strauss Holdings are held by Mr. Michael Strauss (99%) and Raya Strauss Ben Dror (1%). To the best of the Company's knowledge, the voting shares in Strauss Holdings confer upon the holders thereof the right to be invited, to participate and to vote in General Meetings; the holders of most of the voting shares have the right to appoint most (half plus one) of the directors on the Board of Directors of Strauss Holdings. According to the best knowledge of the Company , the ordinary shares of Strauss Holdings confer upon the holders thereof all the proprietary rights (dividends and receipt of the residual value of the Company on winding-up); the right to be invited and to participate, without voting rights, in general meetings, and to vote in general meetings only on resolutions relating to the modification of any provision in the Articles of Incorporation of Strauss Holdings; and also the right to appoint one director in respect of each holding of 15% of the Ordinary Shares of Strauss Holdings. WorldReginfo - d848cdee-9315-4665-9123-b5f9e6c0379a - 3 - Russia in 2010 and 2011, in Brazil in 2011, and in Germany in early 2012. In 2008, the private investment fund TGP (through Robusta Coöperatief U.A) invested in a subsidiary of the Company, Strauss Coffee B.V. (hereinafter: “Strauss Coffee”) in consideration of the allotment of 25.1% of the shares of Strauss Coffee. Currently, Strauss Coffee concentrates the entire coffee operation of the Group. 1.9 In 2004, Strauss Health Ltd. (formerly Strauss Dairies Ltd.) and Strauss Fresh Foods Ltd. (formerly Strauss Salads Ltd.) were merged with the Company (hereinafter: the "Merger Transaction with Strauss"), and the Group commenced its operations in the field of dairy products and salads. For additional information on the Merger Transaction, see section 26.1 of this chapter. It should be noted, that the dairy business was initiated in the 1930’s of the preceding century as Hilda and Dr. Richard Strauss established a family dairy in Nahariya, which was later on incorporated as a private company in March 1974. In 1969, the dairy began its operations in the field of yogurts and dairy desserts.