CUSIP No. M 20598 104
|
13G
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Page 2 of 12 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tene Management Investment in Kibbutzim Ltd.
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||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
0*
|
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6. |
SHARED VOTING POWER
7,991,250*
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7. |
SOLE DISPOSITIVE POWER
0*
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8. |
SHARED DISPOSITIVE POWER
7,991,250*
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,991,250*
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||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.25%*
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12. |
TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. M 20598 104
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13G
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Page 3 of 12 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tene Investments in Quartz Surfaces L.P.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
|
||
3. |
SEC USE ONLY
|
||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
0*
|
|
6. |
SHARED VOTING POWER
6,480,250*
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||
7. |
SOLE DISPOSITIVE POWER
0*
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||
8. |
SHARED DISPOSITIVE POWER
6,480,250*
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,480,250*
|
||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.86%
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12. |
TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. M 20598 104
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13G
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Page 4 of 12 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tene Investments in Quartz Surfaces B (Parallel) L.P.
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||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
|
||
3. |
SEC USE ONLY
|
||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
0*
|
|
6. |
SHARED VOTING POWER
1,511,000*
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7. |
SOLE DISPOSITIVE POWER
0*
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8. |
SHARED DISPOSITIVE POWER
1,511,000*
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||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,000*
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
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||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.40%*
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12. |
TYPE OF REPORTING PERSON (see instructions)
PN
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*Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of 6,480,250 ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and 1,511,000 ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P. Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd. Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd. Therefore, each of Tenram—Funds Management Ltd. , Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP. Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein. Calculations are based on 34,365,250 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated May 21, 2012. This Schedule 13G is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 hereto.
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CUSIP No. M 20598 104
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13G
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Page 5 of 12 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenram –Funds Management Ltd.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
|
||
3. |
SEC USE ONLY
|
||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
0*
|
|
6. |
SHARED VOTING POWER
7,991,250*
|
||
7. |
SOLE DISPOSITIVE POWER
0*
|
||
8. |
SHARED DISPOSITIVE POWER
7,991,250*
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,991,250*
|
||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.25%*
|
||
12. |
TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. M 20598 104
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13G
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Page 6 of 12 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenram Ltd.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
|
||
3. |
SEC USE ONLY
|
||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
0*
|
|
6. |
SHARED VOTING POWER
7,991,250*
|
||
7. |
SOLE DISPOSITIVE POWER
0*
|
||
8. |
SHARED DISPOSITIVE POWER
7,991,250*
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,991,250*
|
||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.25%*
|
||
12. |
TYPE OF REPORTING PERSON (see instructions)
CO
|
CUSIP No. M 20598 104
|
13G
|
Page 7 of 12 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ariel Halperin
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
|
||
3. |
SEC USE ONLY
|
||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
0*
|
|
6. |
SHARED VOTING POWER
7,991,250*
|
||
7. |
SOLE DISPOSITIVE POWER
0*
|
||
8. |
SHARED DISPOSITIVE POWER
7,991,250*
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,991,250*
|
||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.25%*
|
||
12. |
TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. M 20598 104
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13G
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Page 8 of 12 Pages |
(a)
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Name of Issuer
Caesarstone Sdot-Yam Ltd.
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(b)
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Address of Issuer’s Principal Executive Offices
Kibbutz Sdot Yam
MP Menashe
Israel 37804
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(a)
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Name of Person Filing
Tene Investments in Quartz Surfaces LP
Tene Investments in Quartz Surfaces B (Parallel) LP
Tene Management Investments in Kibbutzim Ltd.
Tenram – Funds Management Ltd.
Tenram Ltd.
Ariel Halperin
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Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of securities directly owned by such entities. Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd. Tenram Ltd., which is wholly-owned by Ariel Halperin, is a major shareholder of Tenram—Funds Management Ltd. Therefore, each of Tenram—Funds Management Ltd. Tenram Ltd and Mr. Halperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP. Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Halperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G except to the extent of their respective pecuniary interest therein. The address of all of the entities above and of Mr. Halperin is Tene Investment Funds is 4 Berkovich Street, Tel Aviv, Israel.
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(b)
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Address of the Principal Office or, if none, residence
4 Berkovich Street
Tel Aviv
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(c)
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Citizenship
Israel
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(d)
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Title of Class of Securities
Ordinary Shares
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(e)
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CUSIP Number
M 20598 104
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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CUSIP No. M 20598 104
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13G
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Page 9 of 12 Pages |
(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Amount beneficially owned:
Tene Investments in Quartz Surfaces LP 6,480,250
Tene Investments in Quartz Surfaces B (Parallel) LP 1,511,000
Tene Management Investments in Kibbutzim Ltd. 7,991,250
Tenram – Funds Management Ltd. 7,991,250
Tenram Ltd. 7,991,250
Ariel Halperin 7,991,250
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(b)
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Percent of class:
Tene Investments in Quartz Surfaces LP 18.86%*
Tene Investments in Quartz Surfaces B (Parallel) LP 4.40%*
Tene Management Investments in Kibbutzim Ltd. 23.25%*
Tenram – Funds Management Ltd. 23.25%*
Tenram Ltd. 23.25%*
Ariel Halperin 23.25%*
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: See item 5 of each cover page.
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(ii)
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Shared power to vote or to direct the vote: See item 6 of each cover page.
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(iii)
|
Sole power to dispose or to direct the disposition of: See item 7 of each cover page.
|
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(iv)
|
Shared power to dispose or to direct the disposition of: See item 8 of each cover page.
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CUSIP No. M 20598 104
|
13G
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Page 10 of 12 Pages |
CUSIP No. M 20598 104
|
13G
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Page11 of 12 Pages |
Tene Investments in Quartz Surfaces LP, by its general partner
Tene Management Investments in Kibbutzim Ltd.
By:/s/ Ariel Halperin
By: Ariel Halperin
By:/s/ Dori Brown
By: Dori Brown
Tene Investments in Quartz Surfaces B (Parallel) LP, by its general partners
Tene Management Investments in Kibbutzim Ltd.
By:/s/ Ariel Halperin
By: Ariel Halperin
By:/s/ Dori Brown
By: Dori Brown
Tene Management Investments in Kibbutzim Ltd.
By:/s/ Ariel Halperin
By: Ariel Halperin, attorney-in-fact
By:/s/ Dori Brown
By: Dori Brown, attorney-in-fact
Tenram-Funds Management Ltd.
By:/s/ Ariel Halperin
By: Ariel Halperin, attorney-in-fact
Tenram Ltd.
By:/s/ Ariel Halperin
By: Ariel Halperin, attorney-in-fact
/s/ Ariel Halperin
Ariel Halperin
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CUSIP No. M 20598 104
|
13G
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Page 12 of 12 Pages |
EXHIBIT NO.
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DESCRIPTION |
Exhibit 99.1
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Powers of Attorney
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Exhibit 99.2
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Joint Filing Agreement, dated February 14, 2013
|