EXHIBIT 1.1
COMPANIES ORDINANCE
MEMORANDUM OF ASSOCIATION
OF
TEFRON LIMITED
1. The name of the company is TEFRON BA'AM
And in English: TEFRON LIMITED.
2. The objects for which the company has been established are:
(a) To engage in any business related to the production / processing,
improvement, utilization, import, export, transportation, supply,
marketing, distribution, trading, mediation and handling of intimate
apparel, textiles, confections, fabrics, cloths, knitted garments,
fabric products, woven garments, cotton, jute, linen, canvas, wool,
silk, corduroy, fleece, rayon, various types of plastic and synthetic
materials, carpets, rugs, tricot, ornamental accessories, weaving,
sewing, embroidery, decorative products, ornamental objects, bed
linen, fashion products and accessories, clothing, sewing and
tailoring accessories, threads and ropes, buttons, buckles and all the
products in which the Company shall deem it expedient and desirable to
engage in connection with its objects, in whole or in part.
(b) To set up, found, build, buy, rent, lease or purchase in any other
manner, to hold, to operate, to manage and to develop, to expand, and
to make use of plants, factories, workshops, textile factories,
spinning mills, dye-works and the possibility for the intimate apparel
industry, the clothing industry, the textile industry, the fabric
industry, the confection industry, the carpet industry, the rug
industry, fabrics and knitted garments of any kind or nature, and
which are made of any material, including all of their products and
produce, and for the related industries of each one of these sectors.
(c) To manage a business of merchants, importers, and agents of clothes,
confections, bed linen, fabrics, threads, leather products, textiles,
wool, cotton wool, linen, flax, silk, quilting, feathers and all
clothing products, footwear, decorative accessories, furs, carpets and
rugs.
(d) To borrow funds, to obtain funds and to guarantee the payment thereof
in such ways and upon such terms as the Company shall deem fit, and in
particular, by way of the issuance of bonds and bond stock, new and
other, by way of a lien on the Company's assets, in whole or in part,
whether in the present and in the future, whether movable or
immovable, including capital which has not yet been paid up, and to
buy them and to release them and to redeem them, and by way of a
mortgage on the Company's immovable assets or by way of a lien or
pledge on the Company's movable assets, and to release, redeem and pay
off any such mortgage, lien or pledge.
(e) To lend funds and to give advance payments or credit and to guarantee
the debts and contracts of such persons, firms and companies, and upon
such terms and conditions as the Company shall deem fit, and in
particular, to customers and to other people who have business with
the Company, and to give guarantees and to serve as a guarantor for
the said persons, firms and companies, and to receive from those
persons to whom the Company shall lend funds or shall give credit or
for whom the Company shall serve as a guarantor, all sorts of
guarantees, as the Company shall deem fit, including a mortgage,
pledge, lien, floating lien or security on any land and chattels and
to release and to waive all the securities upon such terms and
conditions as the Company shall deem fit.
(f) To initiate, found, set up, incorporate, manage, participate in and
control all of the plants, companies or corporations and to act as a
manager of any company or corporation, in keeping with any of the
Company's objects.
(g) To engage in any business of entrepreneurs and founders of plants,
companies and corporations, financers, franchisees, contractors,
owners of capital, owners of property, traders, agents, brokers and
representatives and to take upon itself and to perform any act or
transaction which may be of assistance, whether directly or
indirectly, in achieving the objects, in whole or in part.
(h) To receive funds, securities and valuables, of any kind or nature, for
deposit or custody, and to engage in any business entailed therein.
(i) To buy and to acquire in any manner, to lease, rent, convert, set up,
hold, manage and develop, to sell, lease, rent out, use and trade in
all kinds of lands, buildings, structures, residential buildings,
business premises, stores, warehouses, facilities and any land,
chattels and other property, as the Company shall deem fit in
connection with its objects, in whole or in part.
(j) To engage in any businesses of production, processing, development,
trading, import, export, transportation, supply, marketing,
distribution, utilization, mediation and handling of technical and
mechanical equipment, instruments, preparations, work tools, craft
tools, machines, accessories, containers, packaging, raw materials,
commodities, products, goods and materials, of any kind or nature, and
for any use, as the Company shall deem fit to engage therein for the
purpose of achieving its objects, in whole or in part.
(k) To engage in research, prospecting and development of natural
resources and the exploitation thereof, and to set up, hold and manage
machines, stations and experimental farms, laboratories and research
institutes, and to finance, organize, employ, equip and send
delegations, committees and experts.
(l) To apply for, register, purchase or acquire in any other manner or to
obtain rights of use or examination, to protect, to extend and renew,
whether in Israel or outside Israel, all kinds of patents, patent
rights, invention authorities, licenses, protections, franchises
(hereinafter: the "Patent Rights") which , in the opinion of the
Company's managers, could be of benefit to the Company, and also to
make use of the Patent Rights, to work in accordance therewith, to use
them in any manner, to make any agreement and to implement any act in
connection with the Patent Rights, and to rent Patent Rights and to
transfer Patent Rights in any other manner and to issue licenses and
other rights in connection with the Patent Rights.
(m) To deal in any scientific, technical, structural or other
examinations, trials and experiments, including for the purpose of the
improvement of and in an attempt to improve any inventions and Patent
Rights to which the Company shall be entitled, or to make use thereof
or to purchase them for itself or which the Company shall wish to
purchase for itself.
(n) To apply for, obtain, purchase, hold, maintain, use, sell and transfer
in any part of the world, molds, production processes, know-how, trade
secrets, permits, licenses, holdings, franchises, leases and rights
and benefits of any kind or nature which entitle the Company or which
allow or enable the Company to engage in the business in which it is
authorized to engage.
(o) To enter into agreements with any government or authority, whether
central, municipal, local or other, in any part of the world, in such
a manner as shall be deemed advantageous to the objects of the
Company, in whole or in part, and to obtain from any such government
or authority any order, right, privilege or franchise which the
Company shall deem advantageous to obtain, use or implement, and to
act in accordance with any such order, right, privilege or franchise.
(p) To take such measures as the Company shall deem fit in order to
publicize its operations and actions, and in particular, by
publication in the press, on the radio, on TV or in other manners, by
circulars, holding exhibitions, and publishing brochures, and by
giving prizes and grants.
(q) To buy and to acquire in any other manner and to receive in any
business - whether as a going concern or otherwise - any property,
assets, goodwill, rights and undertakings of any person, company or
corporation, if it might be of benefit to the Company or if it might
advance any matter in connection with any of the Company's objects.
(r) To set up and found, or to participate in the set-up or foundation of
any company or corporation, so that they shall acquire or take upon
themselves, in whole or in part, the property, rights and obligations
of the said company, and for any other purpose which, in the
discretion of the said company, may help, whether directly or
indirectly, the said company to promote any issue which forms part of
any of the objects of the said company.
(s) To merge or amalgamate with any other company.
(t) To enter into a partnership or into an agreement for the purpose of
the distribution of profits, consolidation of profits or cooperation
with any person or company which conducts or is entitled to conduct a
business or businesses which the Company is authorized to conduct.
(u) To sell and transfer the Company's property, in whole or in part, for
such consideration as the Company shall deem fit and, in particular,
for shares, bonds or other securities, to another company, whose
objects, in whole or in part, are similar to the objects of the
Company.
(v) To engage in any contract or agreement, to sign any document, note,
contract and agreement, in relation to the objects of the Company.
(w) To insure the Company, its property, facilities, plants and
operations, in whole or in part, against any damage, loss, risk or
liability.
(x) To invest in and act in relation to the Company's moneys which are not
immediately required for transactions in such a manner as the Company
shall determine from time to time.
(y) To distribute the Company's assets, in whole or in part, among its
members IN SPECIE, in accordance with the provisions of the Companies
Ordinance.
(z) To award grants, bonuses, prizes and gifts to its employees or
managers and to its former employees or managers, and to the relatives
thereof, and the Company shall be able to found or support and assist
in the opening of schools, educational institutes, scientific
institutes or commercial companies, whether or not these institutes
and companies are related to the Company's business, and the Company
shall be able to found and maintain clubs or other institutions in the
interests of the Company's business or for the pleasure of its
employees and managers.
(aa) To do all of the actions or any one of the actions set forth in the
Second Schedule of the Companies Ordinance, and it is hereby declared
that any object or power to act which shall be added to the Second
Schedule of the Companies Ordinance by any amendment of the said
Ordinance or in any other manner, shall be deemed to have been
expressly added to this Memorandum of Association; however, any object
or power to act which shall be omitted from the Second Schedule of the
Companies Ordinance by any amendment of the said Ordinance or in any
other manner, shall not be deemed to have been omitted from this
Memorandum of Association, and it shall continue to be deemed to be
included in this Memorandum of Association, unless the said object or
power to act shall be prohibited pursuant to the law which shall exist
in Israel at that time.
(bb) To perform any of the actions related to or entailed in the objects
included in this Memorandum of Association, expressly or impliedly, or
which may assist in facilitating or adding, in any manner, to the
causing of the achievement of the objects, in whole or in part.
(cc) To perform all of the actions as set forth above, or part of them,
whether in Israel or outside Israel, in any part of the world, whether
as authorizing entities, authorized entities, owners, agents,
trustees, contractors or in any other manner, whether itself or in
partnership with others, and by authorized entities, agents, trustees,
contractors or in any other manner.
(dd) It is hereby declared that in this Memorandum of Association, the
following terms - whether the terms appear in this Memorandum of
Association itself or whether they appear in the Second Schedule of
the Companies Ordinance - shall have the following meanings: "person"
or "man" - including a company or corporation.
"The company" or "corporation" - including, in the event that this
term is not attributed to the present Company, any other company,
cooperative society, any other society, political entity, public
entity or legal entity, partnership or group of persons, whether they
are incorporated or not.
"Land" - including any right to land or in connection therewith,
whether the right may be registered or not, and including buildings
and plants, and anything affixed to the land.
(ee) It is hereby declared that that except where expressly written
otherwise in this Memorandum of Association, each of the objects and
each of the powers to act as set forth in each of the [sub-]sections
of this section, including - taking into consideration the provisions
of sub-section (z) of this section - in each of the sections of the
Second Schedule of the Companies Ordinance, are fundamental objects,
and they are not dependent on one another, and they shall not be
restricted or limited by any stipulation whilst drawing inferences
from any other sub-section of this section, or from any other section
of the Second Schedule of the Companies Ordinance or from the name of
the Company or out of reliance thereon.
3. The liability of the members is limited.
4. The registered share capital of the company is NIS 6,999,550 divided into
6,999,550 (six million, nine hundred and ninety nine thousand, five hundred
and fifty) ordinary shares having a par value of NIS 10 each.
The Company may increase or reduce the share capital, it may issue shares in
respect of any part of the original share capital or the reduced share capital,
and it may determine the rights of the shares which it shall issue, as it may
deem fit.
We, the persons whose names and addresses are specified below, wish to become an
incorporated company pursuant to this Memorandum of Association and we agree to
each take in the Company's capital the number of shares as specified opposite
our respective names:
NAMES OF MEMBERS, THEIR ADDRESSES AND DESCRIPTION ID NO. NO. OF SHARES TAKEN SIGNATURES
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Daniel Potshovotski, Attorney at Law 0749060 1 ordinary share /s/ Daniel Potshovotski
71 Wingate Street, Herzliya Pituach
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Tamar Lerner, Attorney at Law 0110650 1 ordinary share /s/ Tamar Lerner
16 El Al Street, Ramat Efal
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Tel Aviv, on this day, March 10, 1977 *
Witness to the above signatures: [SIGNATURE]
Attorney at Law
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Amended on January 20, 2009
