EX-3.1 2 a2221184zex-3_1.htm EX-3.1

Exhibit 3.1

 

Translation from the Hebrew. The binding version is in the Hebrew.

 

The Companies Ordinance

A Company Limited by Shares

 

MEMORANDUM OF ASSOCIATION

OF

ISRAEL CHEMICALS LTD.

 

1. The name of the company is —

 

In Hebrew:

 

and in English: ISRAEL CHEMICALS LTD.

 

2.  The objectives for which the Company was established are:

 

2.1.      To engage, establish, develop and manage operations of any kind and type which is in the field of mining, manufacturing, production, trade, conveying, marketing and distribution of quarries, minerals and materials or compounds of all kinds, including downstream products or products associated with them, alone or with others, and including to hold shares or other rights in corporations or businesses in those fields.

 

2.2.      To engage in any legal activity whatsoever. [Amended, January 2005]

 

3. The liability of the members is limited.

 

4. The share capital of the Company is: NIS 1,485,000,000 divided into 1,484,999,999 ordinary shares of NIS 1 nominal value each, and one registered Special State Share of NIS 1 nominal value. [Amended, May 2000]

 

The rights of the shares and their various classes are set out in the Articles of Association of the company, as shall be in force from time to time.

 

We the several persons whose names and addresses are set out below are desirous of being incorporated into a company in accordance with this Memorandum of Association and we hereby undertake to take the number of shares in the capital of the company set opposite our respective names, as set out below.

 


 

Name of Members

 

Addresses and Titles

 

No. of shares
taken by each
member

 

Signature

 

 

 

 

 

 

 

1. The state of Israel represented by the Minister of Development, Moshe Kol and P. Sapir

 

 

 

1,000,000

 

(-)

 

 

 

 

 

 

 

 

 

 

 

 

 

2. Pinchas Sapir

 

Minister of Finance,
The Treasury, Jerusalem

 

1

 

(-)

 

 

 

 

 

 

 

3. Moshe Kol

 

Minister of Development,

Ministry of Development,
Jerusalem

 

1

 

(-)

 

 

 

 

 

 

 

4. Ze’ev Sherf

 

Minister of Trade and Industry, Ministry of Trade and Industry, Jerusalem

 

1

 

(-)

 

 

 

 

 

 

 

5. Haim Givati

 

Minister of Agriculture
Ministry of Agriculture,
Jerusalem

 

1

 

(-)

 

 

 

 

 

 

 

6. Yehuda Sha’ ari

 

Deputy Minister of Development,

Ministry of Development,
Jerusalem

 

1

 

(-)

 

 

 

 

 

 

 

7. Jerry Sudarski

 

Engineer, Kfar Shmaryahu

 

1

 

(-)

 

 

 

 

 

 

 

8. Israel Gil’ad

 

Director-General of the Ministry of Development,
Ministry of Development, Jerusalem

 

1

 

(-)

 

 

 

 

 

 

 

 

 

Total number of shares taken: 1,000,007

 

 

 

 

 

2


 

Date: December 5, 1967

 

Witness to signatures: M. Firon

 

 

Address: 43 Rothschild Boulevard, Tel-Aviv.

 

(The founding shares, from number 2 to number 8, were transferred according to the following sequence to the following companies and institutions:

 

2. Timna Copper Ltd.

 

3. Export Industries Umbrella Company Ltd.

 

4. The Petroleum and Geophysics Research Institute.

 

5. The Israel Electric Corporation Ltd.

 

6. Industrial Research Center Ltd.

 

7. Israel Desalination Engineering (Zarhin Process) Ltd.

 

8. Negev Clay and Clear Sand Company Ltd.

 

Details of the transfers and the other movements in the share capital — in the register of the Company)

 

3