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Summarized English Version of the Original Document in Hebrew) December 3, 2012 Members of the Board Strauss Group Ltd. Dear Sirs, Re: Compensation information for the CEO position (Summarized English version of the original document in Hebrew) 1. Per your request, please find enclosed comparative information regarding compensation levels for the CEO position in companies with similar characteristics to Strauss Group. 2. Prof. Moshe Zviran Ltd. is the leading provider of information and consulting services for top executives' compensation and benefits practices in Israel. The Company serves a wide variety organizations including Teva, Bezeq, Israel Chemicals, Machteshim, Bank Hapoalim, Bank Discount, Tnuva, Clal Insurance, Migdal, Menorah, Tzur-Shamir, AIG, Cellcom, Pelephone, Partner Communications, Hot, Azrieli, Shikun Binui, El-Al, Elbit Imaging, Nisko, Avgol, Space Communications, Nice Systems, Verint, Click Software, Ophir Optronics, Nova, Stratasys, Gilat Satellite, Gamida Cell, Eposnse, Evogene, VBL, Compugen, and many other companies. Methodology 3. To provide comparable information and ensure validity and accuracy of this analysis, we use rigorous methodologies to ensure that the surveyed position is carefully matched according to revenues scope and responsibilities. 4. The comparative data for the requested positions were extracted from our live, up-to-date, information database of senior management at over 350 companies. Our database is considered as the most comprehensive in Israel and has become the industry standard for negotiating remuneration levels for Israeli top executives. 5. The comparator group consists of 10 companies with revenues above 1 billion USD, including: Osem, Tnuva, El-Al, Hot, Machteshim, Cellcom, Partner, Pelephone, Shufersal, Shikun&Binui. Some of the companies are publicly-traded while others are privately-owned; some have global operations (such as Machteshim and Shikun&Binui) while others operate only in Israel. Prof. Moshe Zviran Ltd. 10A Gruner St., Tel Aviv 69498, ISRAEL. E-mail: [email protected] Tel: +(972)-3-6418683, Fax: +(972)-3-6420002, Mobile: +(972)-522-776611 2 6. The typical compensation package for top executives consists of the following components: Base Salary - reflects the fixed salary that serves as a basis for calculating all social benefits. Monthly allowances and car value – additional fixed allowances (such as car allowance, the economic value of a company car, company car gross-up, etc, where applicable). Annual payments – actual annual payments (short-term incentives). Equity-based compensation - the annual share of the economic value of the equity- based compensation. 7. From a corporate governance perspective, top executives compensation should be analyzed in a comprehensive and holistic view rather than focus on a single compensation component. The CEO's compensation package was analyzed accordingly. Results 8. The following table depicts the market practice regarding CEO's compensation and analyzes Strauss' CEO compensation vs. the sample data. The table lists the lower boundary, lower quartile (25th percentile), average, upper quartile (75th percentile) and upper boundary. The right-hand side columns list the Company's executive salary and relative position. Sample data (in Israeli Shekels) Strauss' data Compensation Layer Relative Min 25% Average 75% Max Salary position Base salary 108,000 118,050 129,980 141,420 175,000 134,928 ~At 60% Full Monthly Salary 119,950 134,670 144,900 159,340 183,650 149,793 ~At 60% Annual Bonus --- 200,000 1,314,200 1,900,000 4,495,000 1,214,352 ~At 45% Total Cash 134,670 171,440 255,410 341,980 533,920 250,989 ~At 50% Annual Equity --- 1,097,660 1,541,370 1,992,000 2,935,300 3,300,000 Above Max Total Compensation 215,770 303,490 388,470 411,920 723,260 525,989 ~At 85% Prof. Moshe Zviran Ltd. 10A Gruner St., Tel Aviv 69498, ISRAEL. E-mail: [email protected] Tel: +(972)-3-6418683, Fax: +(972)-3-6420002, Mobile: +(972)-522-776611 3 9. The table below analyzes actual annual bonuses (as multiples of base monthly salaries) and provides a comparative analysis of Strauss' data compares to the market practice: Sample data Strauss' data Compensation Relative Layer Min 25% Average 75% Max Salary position Annual bonus (in --- 2 10 14 32 9 ~At 45% multiples of base salary) 10. As agreed, our task is focused at providing benchmark information only while the responsibility for making decisions and the results obtained following the use of any of the services or deliverables provided by us is of the Company and its institutions. We bear no responsibility, contractual or otherwise, arising from the data or services provided to the Company. 11. We hope the information included in this analysis responds to your needs on this issue. In case you have questions, please let us know and we will make all efforts to address them. Sincerely, Prof. Moshe Zviran Prof. Moshe Zviran Ltd. 10A Gruner St., Tel Aviv 69498, ISRAEL. E-mail: [email protected] Tel: +(972)-3-6418683, Fax: +(972)-3-6420002, Mobile: +(972)-522-776611 .
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