SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For the month of ~~May~~August, 2011

TEFRON LTD.

(Translation of registrant's name into English)

Ind. Center Teradyon, P.O. Box 1365, Misgav 20179, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

Attached hereto and incorporated by reference herein ~~is an unofficial translation from Hebrew of the Registrant's unaudited consolidated financial statements as of March 31, 2011, which have been filed with the Israeli Securities Authority.~~are:

1. A proxy statement to be sent to the Registrant's shareholders in connection with its upcoming Annual and Special General Meeting of Shareholders; and

2. The related proxy card.

This Form 6-K is hereby incorporated by reference into Tefron Ltd.’s Registration Statement on Form F-3 (Registration No. 333-128847) and its Registration Statements on Form S-8 (Registration Nos. 333-139021 and 333-111932).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TEFRON LTD. (Registrant)

	By:	/s/ Eran Rotem
		Name: Eran Rotem
		Title: Chief Financial Officer

	By:	/s/ Hanoch Zlotnik
		Name: Hanoch Zlotnik
		Title: Treasurer

Date: August 17, 2011

TEFRON LTD.

~~Interim~~Park ~~consolidated~~Azorim, ~~financial~~94 ~~statements~~Derech Em Hamoshavot, Kiryat Arie

asPetach ~~at March 31~~Tikva, ~~2011~~49527 Israel

~~Unaudited~~____________________________

~~Contents~~NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

	Page
Auditors' review of the interim consolidated financial statements	1
Consolidated balance sheets	2
Consolidated statements of income	3
Consolidated statement of comprehensive income	4
Consolidated statements of changes in shareholders' equity	5
Consolidated statements of cash flows	6-8
Notes to the interim consolidated financial statements	9-13

To Be Held on September 22, 2011

~~Ernst & Young~~_______________________________

~~Auditors'~~Dear ~~review to the shareholders of Tefron Ltd.~~Shareholder,

~~Introduction~~You are cordially invited to attend the Annual and Special General Meeting of the shareholders of Tefron Ltd. (the “Company”) to be held at the GKH Gross Kleinhandler Hodak Halevy Grinberg Law Office located at 1 Azrieli Center, Round Building, 40th floor, 132 Menachem Begin Road Tel Aviv Israel on September 22, 2011, at 11:00 a.m., Israel time (the "Meeting"). The agenda for the Meeting is as follows:

We1. ~~have~~To ~~reviewed~~re-elect ~~the~~each ~~attached financial information~~ of ~~Tefron~~Arnon ~~Ltd. and its subsidiaries ("Group")~~Tiberg, ~~which~~Avi ~~includes the condensed consolidated balance sheet as at March 31~~Zigelman, ~~2010,~~Yossi ~~and the condensed consolidated statements of income~~Shachak, ~~comprehensive~~Guy ~~income~~Shamir, ~~changes~~Zvi inLimon ~~shareholder’s equity~~ and ~~cash~~Brahm ~~flows for the period of three month then ended~~M. ~~The Board of Directors and Management are responsible for the preparation and presentation of the financial information for this interim period~~Gelfand, inas accordance with International Accounting Standard 34, "Financial Reporting for Interim Periods", and are also responsible for the preparation of financial information for this interim period in accordance with Chapter D of Securities Regulations (Periodic and Immediate Reports) - 1930. Our responsibility is to express a conclusion on the financial information for this interim period based on our review.directors;

~~Scope~~2. Approval of ~~Review~~amendments to the Amended and Restated Articles of Association of the Company.

We conducted our review in accordance with Review Standard 1 issued by the Institute of Certified Public Accountants in Israel, "Review of Interim Financial Information prepared by the Entity’s Auditor3." AApproval ~~review~~ of ~~financial~~amended ~~information~~letters ~~doe interim periods consists~~ of ~~making~~indemnification ~~inquiries, primarily of persons responsible~~ for ~~financial~~directors and ~~accounting~~officers ~~matters,~~of ~~and~~the ~~applying~~Company ~~analytical~~who ~~and~~are ~~other~~not ~~review~~controlling ~~procedures.~~shareholders ~~A review is considerably less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel,~~ and/or ~~accordingly~~for ~~does~~which ~~not~~the ~~enable~~controlling usshareholders tohave ~~obtain~~no ~~assurance~~personal ~~that we would become aware of all significant matters that might be identified in an audit~~interest. ~~Accordingly, we do not express an audit opinion.~~

~~Conclusion~~4. Approval of an amended letter of indemnification for Guy Shamir, one of the directors in the Company, who may deemed to be a controlling shareholder in the Company.

~~Based~~5. onApproval ~~our~~of ~~review~~the re-appointment of Kost Forer Gabbay & Kasierer, ~~nothing~~a ~~has~~member ~~come~~firm toof ~~our~~Ernst ~~attention~~& ~~that~~Young ~~causes~~International, usas toauditors ~~believe~~of ~~that~~the Company for the ~~above~~fiscal ~~financial~~year ~~information~~ending isDecember ~~not~~31, ~~prepared~~2011 and for the period until the next Annual General Meeting of the shareholders, inand ~~all~~to ~~material~~authorize ~~respects~~the Board of Directors, inupon ~~accordance~~recommendation ~~with~~of ~~IAS~~the 34Audit Committee, to determine the auditors’ compensation.

In addition, to the ~~remark~~shareholders inmay ~~the~~consider ~~previous~~conducting ~~paragraph,~~such ~~based~~other onbusiness ~~our~~as ~~review,~~may ~~nothing~~properly ~~has~~ come tobefore ~~our attention which would cause us to believe that~~ the ~~above~~Annual ~~financial~~General ~~information~~Meeting ~~does~~or ~~not~~any ~~comply,~~adjournments inor ~~all~~postponements ~~material respects, with the provisions of Chapter D of Securities Regulations (Periodic and Immediate Reports) - 1970~~thereof.

~~Without~~In ~~qualifying~~addition, ~~our~~shareholders ~~above~~will ~~conclusion,~~be werequested ~~draw~~to ~~attention~~consider toat ~~note~~the 1CMeeting tothe Directors' Report and the financial statements ~~regarding~~of the ~~company's~~Company ~~operations~~for ~~and~~the ~~losses~~fiscal year ended December 31, 2010, and the ~~uncertainty~~Company ~~connected~~will ~~with~~also ~~meeting~~report on the ~~financial~~auditor's ~~covenants~~compensation with ~~the~~respect ~~banks~~to ~~and~~fiscal ~~regarding~~year ~~Management’s plans~~2010.

Haifa, Israel		KOST FORER GABBAY & KASIERER
May 12, 2011		Certified Public Accountants

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

-Shareholders 1of -record at the close of business on August 24, 2011 will be entitled to notice of and to vote at the Meeting.

Whether or not you plan to attend the Annual General Meeting, you are urged to promptly complete, date and sign the enclosed proxy, and mail it in the enclosed envelope which requires no postage if mailed in the United States. Return of your proxy does not deprive you of your right to attend the Annual General Meeting and vote your shares in person.

Pursuant to the Articles of Association of the Company, a proxy will be effective only if received by the Company at least two hours prior to the time of the Annual General Meeting.

By Order of the Board of Directors,

Ohad Rosner

Company Secretary

August 17, 2011

TEFRON LTD.

Park Azorim, 94 Derech Em Hamoshavot, Kiryat Arie,

Petach Tikva, 49527 Israel

PROXY STATEMENT

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished to shareholders in connection with the solicitation by the Board of Directors of Tefron Ltd. (the "Company" or "Tefron") of proxies to be voted at the Annual General and Special Meeting (the "Meeting") of the shareholders of the Company to be held on September 22, 2011 at 11:00 a.m., Israel time, at Gross Kleinhandler Hodak Halevy Grinberg Law Ofiice, 1 Azrieli Center, Round Building, 40th floor, 132 Menachem Begin Road, Tel Aviv, Israel. and at any adjournments or postponements thereof. A copy of the Notice of Annual and Special General Meeting of Shareholders accompanies this Proxy Statement. This Proxy Statement and the proxies solicited hereby are first being sent or delivered to the shareholders on or about August 26, 2011.

PROXIES; COUNTING OF VOTES

Proxies for use at the Meeting are being solicited by the Board of Directors of the Company. A form of proxy for use at the Meeting is attached. The completed proxy should be mailed to the Company in the pre-addressed envelope provided and received by the Company at least two (2) hours before the Meeting. The Chairman of the Board has the right to accept proxies until the beginning of the Meeting. Upon the receipt of a properly executed proxy in the form enclosed herewith, the persons named as proxies therein will vote the Ordinary Shares of the Company ("Ordinary Shares") covered thereby in accordance with the directions of the shareholder executing such proxy. Subject to applicable law, in the absence of such instructions, the Ordinary Shares represented by properly executed and received proxies will be voted "FOR" all of the proposed resolutions to be presented to the Meeting for which the Board of Directors recommends a "FOR" vote.

Shareholders may revoke the authority granted by their execution of proxies at any time before the exercise thereof by filing with the Company a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. Shareholders may vote shares directly held in their name in person at the Meeting. If a shareholder wants to vote in person at the Meeting shares held in street name, the shareholder must request a legal proxy from the broker, bank or other nominee that holds the shares, confirming the number of shares so held, as well as a statement from the broker, bank or other nominee that it did not vote such shares, and the shareholder must present such legal proxy and statement at the Meeting. Attendance at the Meeting will not, by itself, revoke a proxy.

The Board of Directors does not know of any matter, other than those set forth herein, that is expected to be presented for consideration at the Meeting. However, if other matters properly come before the Meeting, the persons named in the accompanying proxy are authorized to vote on such matters using their discretion.

RECORD DATE; SOLICITATION OF PROXIES

Only shareholders of record at the close of business on August 24, 2011 will be entitled to vote at the Meeting and any adjournment thereof. Proxies will be solicited chiefly by mail; however, certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation therefore, may solicit proxies by telephone, fax or other personal contact. Copies of solicitation materials will be furnished to banks, brokerage firms, nominees, fiduciaries and other custodians holding Ordinary Shares in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such Ordinary Shares. The Company will bear the cost of soliciting proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Ordinary Shares.

To the extent you would like to state your position with respect to any of proposals described in this proxy statement, you may do so by delivery of a notice to the Company's offices located at Terodion industrial Zone P.o. Box 1365 Misgav 20179 Attn: Legal Affairs Department Israel, not later than September 3, 2011.

Following the Meeting, one or more shareholders holding, as of August 16 , 2011, at least [144,288] ordinary shares, which represent approximately five percent (5%) of the total voting rights of the Company, which are not held by controlling shareholders of the Company, may review the Proxy Cards submitted to the Company at Company's offices during business hours. For the sake of caution, for these purposes and for purposes of voting on Proposals 2 and 3 only, Norfet, Intimes Nouvelle Seamless Inc., Litef Holdings Inc., Ben Lieberman, Martin Lieberman, TA-Top Limited Partnership, and Mivtach Shamir will be considered a controlling shareholder of the Company.

Quorum and Voting Requirements

On August 16, 2011, the Company had outstanding 6,441,996 Ordinary Shares, each of which is entitled to one vote upon each of the matters to be presented at the Meeting. This number does not include 99,740 Ordinary Shares held by a wholly-owned subsidiary of the Company.

At the Meeting, each shareholder of record will be entitled to one vote for each Ordinary Share held by him in respect of each matter to be voted upon.

Two or more shareholders, present in person or by proxy or by voting instrument and holding or representing shares conferring in the aggregate at least 25% of the voting power of the Company, will constitute a quorum at the Meeting. Shares that are voted in person or by proxy "FOR" or "AGAINST" are treated as being present at the Meeting for purposes of establishing a quorum and are also treated as voted at the Meeting with respect to such matters. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but such abstentions and broker non-votes will not be counted for purposes of determining the number of votes cast with respect to the particular proposal. If a quorum is not present within thirty minutes from the time appointed for the Meeting, the Meeting will be adjourned to Thursday on the following week, at the same time and place, or to such day and at such time and place as the Chairman of the Meeting may determine with the consent of the holders of a majority of the voting power present at the meeting in person or by proxy or by voting instrument and voting on the question of adjournment. At such adjourned Meeting, any two shareholders, present in person or by proxy or by voting instrument and holding or representing shares conferring in the aggregate at least 25% of the voting power of the Company, will constitute a quorum.

The approval of each of Proposals 1, 3 and 5 requires the affirmative vote of the Company's shareholders holding at least a majority of the Company's ordinary shares present, in person or by proxy, and voting on the matter (without taking into account votes that abstained).

The approval of Proposal 4 requires the affirmative vote of Company shareholders holding at least a majority of the Company's ordinary shares present, in person or by proxy, and voting on the matter (without taking into account votes that abstained), provided that either (i) at least a majority of the total votes of shareholders who do not have personal interest in the Proposal, present at the Meeting in person or by proxy (votes abstaining shall not be taken into account in counting the above-referenced shareholder votes) vote FOR the Proposal; or (ii) the total number of ordinary shares of the shareholders mentioned in clause (i) above voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

The approval of Proposal 2 requires the affirmative vote of Company shareholders holding at least 75% of the Company’s ordinary shares present, in person or by proxy, and voting on the matter (without taking into account votes that abstained), provided further, that either: (i) at least a majority of the total votes of shareholders who do not have personal interest in the Proposal, present at the Meeting in person or by proxy (votes abstaining shall not be taken into account in counting the above-referenced shareholder votes) vote FOR the Proposal; or (ii) the total number of ordinary shares of the shareholders mentioned in clause (i) above voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

This Proxy Statement and the Proxy Cards attached hereto shall be deemed to constitute voting deeds (Ktavei Hatzba'a) for the purpose of regulation 3(c) of the Israel Companies Regulations (Alleviation for Public Companies whose shares are listed on a Stock Exchange Outside of Israel), 2000.

BENEFICIAL OWNERSHIP OF SECURITIES

BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of our Ordinary Shares owned by any person known to us to be the beneficial owner of 5% or more of our Ordinary Shares as of August 16, 2011. The information in this table is based on 6,441,996 Ordinary Shares outstanding as of such date (excluding 99,740 shares held by our wholly owned subsidiary). The number of Ordinary Shares beneficially owned by a person includes Ordinary Shares subject to options held by that person that were currently exercisable at, or exercisable within 60 days of, August 16 2011. The Ordinary Shares issuable under these options are treated as if they were outstanding for purposes of computing the percentage ownership of the person holding these options but are not treated as if they were outstanding for the purposes of computing the percentage ownership outstanding for any other person. None of the holders of the Ordinary Shares listed in this table have voting rights different from other holders of the Ordinary Shares.

Name	Number of Shares Owned			Percent of Ordinary Shares *
Litef Holdings Inc 9500 Meilleur St. Montreal Quebec Canada		1,577,619	(1)		24.5	%

Intimes Nouvelle Seamless Inc 9500 Meilleur St. Montreal Quebec Canada		600,000	(2)		9.3	%

Norfet, Limited Partnership c/o Fimi 2001 Ltd. "Rubinstein House" 37 Begin Rd. Tel Aviv, Israel		461,308	(3)		7.2	%

Ta – Top Limited Partnership c/o Fimi 2001 Ltd. "Rubinstein House" 37 Begin Rd. Tel Aviv, Israel		149,124	(3)(4)		2.3	%

Mivtach Shamir Holdings, Ltd. 27 Habarzel St Tel Aviv, Israel		768,171	(3)(5)		11.9	%

Rimon Investment Master Fund L.P 1 Azrieli Center, Round Building, Tel Aviv, Israel		458,752	(6)		7.1	%

*	Does not take into account 99,740 Ordinary Shares held by a wholly-owned subsidiary of the Company.

(1)

To the best of the Company's knowledge, Litef Holdings Inc. is a private company incorporated in Canada and controlled by Mr. Martin Lieberman (one of the shareholders in Nouvelle). The number of shares above reflects the 1,577,619 ordinary shares beneficially owned by Litef Holdings, Inc. In addition, because Nouvelle, Mivtach Shamir, Litef Holdings Inc., Benny Lieberman and Martin Lieberman are all parties to a shareholders' agreement, Litef Holdings may be deemed to beneficially own all of the shares held by the other parties to the agreement, and the number of shares in this table also reflects this deemed beneficial ownership by Litef Holdings of the ordinary shares held by all of the parties to this agreement.

(2)

To the best of the Company's knowledge, the shareholders in Nouvelle are Manufacture de Bas Culottes Lamour Inc. and Yyad Holdings Ltd., in equal parts. To the best of the Company's knowledge, the shares of Yyad Holdings Ltd. are held in whole by Mr Willy Lieberman (who currently serves as the Company's Director of Sales of the North America mass market), and the shares of Manufacture de Bas Culottes Lamour Inc. are held as follows: (i) 75% by Aaron Lieberman in trust by the Aharon Lieberman Family and through his holdings in Litef Holdings Inc; and (ii) 25% by the late Sam Lieberman in trust by the Sam Lieberman Family and through Sam Lieberman's holdings in Samlieb Holdings Inc. To the best of the Company's knowledge, Aaron Lieberman and the late Sam Lieberman were brothers and Willy Lieberman is the son of the late Sam Lieberman.

The number of shares above reflects the 600,000 ordinary shares beneficially owned by Nouvelle. In addition, because Nouvelle, Mivtach Shamir, Litef Holdings Inc., Benny Lieberman and Martin Lieberman are all parties to a shareholders' agreement, Nouvelle may be deemed to beneficially own all of the shares held by the other parties to the agreement, and the number of shares in this table also reflects this deemed beneficial ownership by Nouvelle of the ordinary shares held by all of the parties to this agreement.

(3)

Norfet L.P is an Israeli partnership. As of August 16 , 2011, 7.76% of Norfet was held by FIMI Opportunity Fund, LP, approximately 40.15% of Norfet was held by FIMI Israel Opportunity Fund, Limited Partnership, approximately 42.29% was held by Mivtach Shamir Holdings Ltd., approximately 6.06% was held by Yashir Provident Funds Ltd.

Pursuant to Rule 13d-5, (i) Mr. Ishay Davidi, a former director of the Company, may be deemed to beneficially own the shares held by Norfet due to his position as CEO of FIMI 2001 Ltd., which is the managing general partner of each of FIMI Israel Opportunity Fund, Limited Partnership and FIMI Opportunity Fund, L.P. and (ii) Mr. Meir Shamir, a former director of the Company, may be deemed to beneficially own the shares held by Norfet due to his 34.15% interest in Mivtach Shamir Holdings, Ltd. ("Mivtach-Shamir").

In addition, each of FIMI 2001 Ltd. and Mivtach-Shamir may be deemed to beneficially own the shares held by Norfet due to the fact that, to the best of the Company's knowledge, FIMI 2001 Ltd. and Mivtach-Shamir share joint control of N.D.M.S. Ltd., which is the general partner of Norfet and holds the sole management, operation and control of Norfet pursuant to a limited partnership agreement between N.D.M.S. Ltd. and the limited partners of Norfet.

(4)

As described in footnote (3) above, FIMI 2001 Ltd. may be deemed to beneficially own all of the 461,308 Ordinary Shares held directly by Norfet. FIMI 2001 Ltd. may also be deemed to beneficially own 149,124 shares held by Ta-Top, Limited Partnership, due to FIMI 2001 Ltd.'s position as the managing general partner of FIMI Delaware, which is the sole shareholder of TA-TEK Ltd., the general partner of Ta-Top, Limited Partnership. Mr. Ishay Davidi may be deemed to beneficially own the shares held by FIMI 2001 Ltd. due to his position as CEO of FIMI 2001.

(5)

Mivtach Shamir Holdings, Ltd. is an Israeli public company traded on the Tel Aviv Stock Exchange. Mivtach-Shamir directly owns 768,171 Ordinary Shares.

To the best of the Company's knowledge, the parties at interest in Mivtach Shamir Holdings Ltd. as of August 16, 2011, are as follows: Mr. Meir Shamir holds 33.67% of the voting rights and equity rights in Mivtach Shamir Holdings Ltd. (33.15% with full dilution), Ofer Glaser holds 10.81% of the voting rights and equity rights in the company (10.64% with full dilution), Leon Recanati holds 8.42% of the voting rights and equity rights in the company (8.29% with full dilution), the Clal Group holds 13.32% of the voting rights and equity rights (13.19% with full dilution), Ashtrom Properties Ltd. holds 11.65% of the voting rights and equity rights (11.47% with full dilution), and the Menorah Group holds 9.14% of the voting rights and equity rights (8.99% with full dilution). According to a report of the holdings of interested parties in Mivtach Shamir Holdings Ltd. at August _16 2011, Mivtach Shamir Holdings Ltd. is controlled by Meir Shamir (33.67%) and Ashtrom Properties Ltd. (11.67%) that have an agreement between them concerning the selection of directors, a right of first refusal, and a right to participate. Ashtrom Properties Ltd. is a public company whose shares are traded on the TASE and information about which is published publicly. In addition, as described in footnote (3) above, Mivtach-Shamir may be deemed to beneficially own all of the 461,308 Ordinary Shares held directly by Norfet. Mr. Meir Shamir, may be deemed to beneficially own the shares held by Mivtach-Shamir due to his 33.67% interest in Mivtach-Shamir.

In addition, because Nouvelle, Mivtach Shamir, Litef Holdings Inc., Benny Lieberman and Martin Lieberman are all parties to a shareholders' agreement, Mivtach Shamir may be deemed to beneficially own all of the shares held by the other parties to the agreement, and the number of shares in this table also reflects this deemed beneficial ownership by Mivtach Shamir of the ordinary shares held by all of the parties to this agreement.

(6)

To the best of the Company's knowledge, the following are interested parties in Rimon Investment Master Fund L.P.: Zvi Limon, director in the company, is the managing partner in the management company that manages this partnership, Rimon Management Z.T. (2005) Ltd. (Private Company No. 513738831) and holds 33% of the voting rights; Dan Tocatly owns 33% of the voting rights, and Ziv Gil owns 33% of the voting rights in the company.

Directors and Senior Managers

As of August 16 2011, the following directors and senior managers beneficially held the number of Ordinary Shares set forth in the table below. The information in this table is based on 6,441,996 (excluding 99,740 shares held by our wholly owned subsidiary) Ordinary Shares outstanding as of August 16 2011. The number of Ordinary Shares beneficially owned by a person includes Ordinary Shares subject to options held by that person that were currently exercisable at, or exercisable within 60 days of, August 16 2011. The Ordinary Shares issuable under these options are treated as if they were outstanding for purposes of computing the percentage ownership of the person holding these options but are not treated as if they were outstanding for the purposes of computing the percentage ownership outstanding for any other person. Except as disclosed below, to the Company’s knowledge, none of the directors, officers or senior managers beneficially owns any Ordinary Shares.

Name	Number of Ordinary Shares			% of Ordinary Shares Outstanding**

Arnon Tiberg		*			*
Avi Zigelman		-			-
Eli Admoni		-			-
Zvi Limon		458,752	(1)		7.1	%
Aviram Lahav		-			-
Yossi Shachak		-			-
Guy Shamir (the son of Meir Shamir)		-			-
Brahm M. Gelfand		-			-
Amit Meridor		*			*
Eran Rotem		*			*
Ilan Gilboa		*			*
Guy Zimmerman		*			*
Osnat Kaplan		*			*
David Piller		*			*

Directors and senior managers as a group (14 persons)		831,466	(2)		10.72	%

___________________

*	Less than 1% of the outstanding Ordinary Shares.

**	Does not take into account 99,740 Ordinary Shares held by a wholly owned subsidiary of the Company.

(1) Consists of (i) 458,752 Ordinary Shares held by Rimon Investment Master Fund, LP ("Rimon"), which Mr. Zvi Limon may be deemed to beneficially own under the U.S. securities laws since he serves as a partner in the management company of Rimon.

(2) Consists of (i) 458,752 Ordinary Shares held by Rimon which Mr. Zvi Limon may be deemed to beneficially own under U.S. securities laws since he serves as a partner in the management company of Rimon; (ii) 120 Ordinary Shares held by one executive; and (iii) options to purchase 372,594 Ordinary Shares. The exercise prices of these options range from $2.1 to $15 per share. These options will expire between 2010 and 2020.

EXECUTIVE COMPENSATION

The aggregate direct remuneration paid to all Directors and senior management as a group for services in all capacities for the year ended December 31, 2010 was approximately $2.0 million, of which $263,000 was paid to Directors in their capacities as Directors. Negligible amounts were set aside or accrued for vacation and recuperation pay for all Directors and senior management as a group. No amounts were set aside or accrued to provide pension, retirement or similar benefits. The amount does not include any amounts expended by us for automobiles made available to our officers, expenses (including business travel and professional and business association dues and expenses) reimbursed to officers and other fringe benefits commonly reimbursed or paid by companies in Israel. We have no service contracts with any of our directors that provide for benefits upon termination of their status as directors.

In connection with the Company's efficiency program, the Directors of the Company (excluding External Directors) sent an instruction to the Company to reduce their directors' compensation during 2009 and 2010 by 15%. The directors' compensation of Mr. Eli Admoni (an External Director) was not reduced. In addition, within the framework of the Company's agreement with its banks lenders, the Company agreed not to distribute any dividends or pay management fees and/or any other payment to its shareholders until the loans have been repaid in full. Norfet, a major shareholder of the Company which receives management fees from the Company, consented to the inclusion of this provision in the Company's agreement with its bank lenders. Accordingly, Norfet has effectively waived the management fees owed to it, as of the date on which the loans were granted to the Company and until the date on which all the loans are repaid in full. In addition, on April 7, 2010, Norfet notified us that it waives the $190,000 unpaid management fees that were then due to Norfet.

On January 21 2010, the Company granted options for 171,123 Ordinary Shares under the Share Option Plan to Mr. Amit Meridor, the Company’s Chief Executive Officer, at an exercise price of $3.8 per share, expiring five years from the date of Mr. Meridor’s termination of employment with the Company. As of August 16, 2011, none of these options had expired. Additionally, on August 17, 2010, the Company granted options for 70,376 Ordinary Shares under the Share Option Plan to five senior officers in the Company at an exercise price of $3.8 per share, expiring in August 2020.

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Meeting, shareholders will be asked to re-elect six persons to serve as directors of the Company, who, together with the Company's two external directors, will constitute the entire eight-member Board of Directors of the Company. As of the date of this Proxy Statement, all of the nominees listed below currently serve as directors of the Company. Each of the six nominees is nominated to serve as a director until the end of the next Annual General Meeting. Each of the Company's directors provided a declaration with respect to their compliance with the qualifications to serve as directors of the Company as required under the Companies Law. The declarations are available for review at the Company's offices.

If re-elected, Mr. Arnon Tiberg will continue to serve as the Chairman of the Board of Directors.

It is the intention of the persons named in the proxy to vote for the election of the persons named below. If any nominee is unable or unwilling to serve (which the Board of Directors does not anticipate), the persons named in the proxy may vote in their discretion for another person.

The following information supplied with respect to each person nominated and recommended to be elected to the Board of Directors of the Company is based upon the records of the Company and information furnished to it by the nominees. Reference is made to “Beneficial Ownership of Securities by Certain Beneficial Owners and Management” for information pertaining to share ownership of certain of the nominees.

The nominees to serve on the Board of Directors are:

Name	Age	Current Position with Company
Arnon Tiberg	[67]	Chairman of the Board
Avi Zigelman	[54]	Director
Yossi Shachak	[66]	Director
Guy Shamir	[33]	Director
Zvi Limon	[52]	Director
Brahm M. Gelfand	[74]	Director

Arnon Tiberg began serving as the Company's active Chairman of the Board of Directors on July 5, 2010. Mr. Tiberg brings to Tefron many years of direct experience in the textile industry and he has close relationships with Tefron's major customer base. Mr. Tiberg served as President and CEO of Delta Galil Industries from 1997 to 2006 where he executed a successful turnaround program for the company and lead Delta's global expansion and NASDAQ listing. Mr. Tiberg has also served as a member of the Board of Directors at NILIT, an Israeli nylon fiber manufacturer, since 1987, and is a director in the following companies: RANSYS SYSTEMS Ltd., Kali Group Pension & Financial Management, The First International Bank of Israel Ltd. and IBI Ltd Investment Company. Mr. Tiberg is also chairman of the board of directors at Hameshakem and M.C.A. Among other senior managerial positions, Mr. Tiberg was Managing Director of Mediterranean Car Agency and CEO of the Manufacturers' Association of Israel. In 2000, Mr. Tiberg was awarded the Manufacturers' Association 'Industry Award' which recognizes exceptional activities or achievements in manufacturing industries. Mr. Tiberg holds a B.A. in Economics and Political Sciences from the Hebrew University, Jerusalem.

Avi Zigelman was elected as a director of the Company on June 28, 2005. Since 2004 Mr. Zigelman has been a financial consultant and serves as a member of the board of directors of various entities. Mr. Zigelman currently serves as a director in the following companies: Mizrahi Tefahot Bank Ltd., Ophir Optronic Ltd., Gindi Investments 1 Ltd., Clal Biotechnology Industries Ltd., Sialo Technology Israel Ltd., Afcon Electro-mechanics Ltd. and Orev Technologies (1977) Ltd. Since 2000, Mr. Zigelman has been a member of the Professional Committee of the Israeli Accounting Standard Board. Between 1996 and 2003, Mr. Zigelman served as a Partner Head of Professional Practice Department of the KPMG Somekh Chaikin accounting firm. Mr. Zigelman holds an M.A. in Business Economics, specialization in Finance, with honors, B.A in Accounting and Economics, Economics with honors, and post degree Accounting Studies, with honors, all from Tel-Aviv University. Mr. Zigelman is a Certified Public Accountant.

Yossi Shachak Mr. Shachak has served as a Venture Associate at SCP Partners, a Pennsylvania-based venture capital firm since 2005. Mr. Shachak founded and ran Shachak Peer Reznick & Co., a CPA firm in Israel from 1971 until 1999 when the company was merged with Kesselman & Kesselman Pricewaterhouse Coopers. Prior to joining SCP Partners, Mr. Shachak worked as a consultant and professional director of public and private companies. He also worked as an arbitrator and business mediator on behalf of the court. He serves on many boards of directors, including Chairman of the Board of Psagot Leumi & Co Underwriters, Ltd. He is also a board member of Psagot-Ofek Group, Baran Group, Ltd, DSH Management Pension Fund Ltd, and Tamarind Technology Ltd. Additionally, he is a member of the Public Trustee of the Israeli FASB, a member of the Auditing Committee of the Central Bank of Israel and the specially appointed chairman of the Business Developing and Marketing Committee of the Tel Aviv Stock Exchange. In the past, he was president of the Institute of Certified Public Accountants in Israel and spent 12 years as a board member of the Tel Aviv Stock Exchange. In 1968, Mr. Shachak earned a Certificate for Accounting from the Hebrew University in Jerusalem, Israel and he has been a Certified Public Accountant since 1970.

Guy Shamir was elected as a director of the Company on December 29, 2010. Mr. Shamir has served as a vice president of Meir Shamir Management Ltd. since 2008. Mr. Shamir served as a partner and a co-manager of Yardeni Locks Ltd from 2005 until 2008. Mr. Shamir holds a B.Sc. degree in Economics and Business Administration from the Interdisciplinary Center in Hertzelia, Israel.

Zvi Limon has served as a director of the Company since May 2008 and has been a General Partner of Rimon Funds, a public equities investment fund focusing on Israeli companies since 2006. Since 1999, Mr. Limon has also served as a General Partner and Venture Partner of Magna VC (previously Magnum Communication) Fund, an Israeli venture capital fund focusing on communication technology companies. Mr. Limon also serves on the board of directors of CEVA Inc. and DSPG Inc. Taboola Inc., GI View Inc. and Autotalk Ltd. From 1990 to 2000, Mr. Limon was the Chairman of Limon Holdings Ltd., the advisor to an international technology fund focusing on private and public equity investments. Mr. Limon holds a B.A. in Economics and Business Administration from Bar Ilan University and an M.B.A. from INSEAD.

Brahm M. Gelfand was elected as a director of the Company on December 29, 2010. Mr. Gelfand has served as a partner and counsel to the Quebec law firm, Lapointe Rosenstein Marchand Melancon since 1975. In addition, Mr. Gelfand is actively involved as a director and Vice Chair of Practice Groups of TerraLex®, one of the world's largest international legal networks, as well as being the Program Chair of the International Business Law Committee of the American Bar Association's Business Law Section. Mr. Gelfand earned a B.A. in 1957 and B.C.L. in 1960, both from McGill University. Mr. Gelfand is a member of the board of directors of Leisure Canada Inc. and Technica Group USA Corporation. He is also a member of the Board of Governors of Dynamic Funds, chairman of the Dynamic Funds Independent Review Committee, director and former president of the Sir Mortimer B. Davis Jewish General Hospital and its foundation, director of the Summit School Foundation, and director, officer and founding member of the Roasiers Foundation.

Each of our current and future directors who (i) is not an external director, (ii) is not deemed to be a controlling shareholder and (iii) does not hold a position with the Company or otherwise provide services to the Company receive compensation of NIS 2,000 (approximately $570) per meeting of the Board of Directors and any Board committee meeting and annual compensation in the amount of NIS 50,000 (approximately $14,290). The directors' compensation is identical to the compensation payable to our external directors and is not linked to any index. In addition, the directors have received and will continue to receive a standard letter of indemnification from the Company indemnifying each of them for certain actions that (s)he takes in his/her capacity as an officer or director of the Company (subject to any change in such letter approved by the shareholders at the Meeting) and are and will be covered by the Company's Directors' and Officers' liability insurance policy (“D&O Insurance”). The current D&O insurance provides for $15 million in coverage for each event and the entire period. The annual premium of the current D&O insurance policy is $127,500.

It is proposed that at the Meeting, the following Resolution be adopted:

“RESOLVED, that each of Arnon Tiberg, Avi Zigelman, Yossi Shachak, Guy Shamir, Zvi Limon, and Brahm M. Gelfand, be, and hereby is, elected to hold office as a director of the Company until the close of the next Annual General Meeting.”

The affirmative vote of holders of a majority of the Company’s ordinary shares represented at the Meeting in person or by proxy, entitled to vote thereon and voting thereon (without taking into account the votes that abstained) is necessary for approval of this resolution.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS PROPOSAL.

PROPOSAL TWO

APPROVAL OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF

THE COMPANY

At the Meeting, shareholders will be asked to adopt amendments to the Amended and Restated Articles of Association of the Company that are in accordance with recent amendments to the Companies Law and regulations promulgated thereunder, as described below.

In May 2011, the Companies Law and the Israeli Securities Law of 1968 and regulations promulgated thereunder (the "Securities Law") were amended to expand the authority delegated to the Israeli Securities Authority to address breaches of the Securities Law and the regulations promulgated thereunder. Among the tools available to the Israeli Securities Authority are administrative procedures conducted by an administrative enforcement committee that has authority to impose various sanctions on parties that breach the Securities Law, such as payments to victims of breaches, monetary sanctions and prohibition to act as a senior officer for a period of time. As a result of these amendments, the Board of Directors is proposing to amend the Amended and Restated Articles of Association include a provision authorizing the Company to provide indemnification and insurance to the greatest extent permitted by law, including for (i) monetary liabilities imposed in favor of injured parties in administrative procedures and (ii) expenses incurred in connection with such procedures, including reasonable litigation expenses and attorneys' fees.

At the Meeting, it is proposed that the following resolution be adopted:

"RESOLVED, to approve amendments to Articles 2 and 67 of the Company’s Articles of Association of the Company in the manner provided in Appendix A attached hereto."

The affirmative vote of Company shareholders holding at least 75% of the Company’s ordinary shares present, in person or by proxy, is necessary for the approval of this resolution (without taking into account votes that abstained), provided further, that either: (i) at least a majority of the total votes of shareholders who do not have personal interest in the Proposal, present at the Meeting in person or by proxy (votes abstaining shall not be taken into account in counting the above-referenced shareholder votes) vote FOR the Proposal; or (ii) the total number of ordinary shares of the shareholders mentioned in clause (i) above voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS PROPOSAL.

PROPOSAL THREE

APPROVAL OF AMENDED LETTERS OF INDEMNIFICATION BETWEEN THE

COMPANY AND ITS OFFICERS AND DIRECTORS OTHER THAN GUY SHAMIR

At the Meeting, shareholders will be asked to approve the amended letters of indemnification for the Company's present and future directors and officers, substantially in the form attached to this proxy statement as Appendix B. In light of recent amendments both to the Companies Law and the Israeli Securities Law of 1968 described in Proposal Two above, it is proposed to adopt amended letters of indemnification that, among other things, provides indemnification also for (i) monetary liabilities imposed in favor of injured parties in administrative procedures under the Securities Law and (ii) expenses related to such procedures, including reasonable litigation expenses and attorneys' fees. The proposed amendments to the indemnification letters will be identical to the proposed amendments to the letter of indemnification for Mr. Shamir, as described in Proposal Four.

The Audit Committee and the Board of Directors have approved the proposed form of indemnification agreement.

The proposed amendments to the directors’ letters of indemnification will not change the maximum amount payable by the Company under all letters of indemnification. To the extent the amended letters of indemnification are not approved by the shareholders at the Meeting, the existing letters of indemnification will remain in full force and effect.

It is proposed that the following resolutions be adopted at the Meeting:

“RESOLVED, that the form of letters of indemnification for all present and future directors and officers is hereby approved substantially in the form attached as Appendix B to the Proxy Statement."

The affirmative vote of Company shareholders holding at least a majority of the Company’s ordinary shares represented at the Meeting in person or by proxy, entitled to vote thereon and voting thereon (without taking into account the votes that abstained) is necessary for approval of this resolution.

THE AUDIT COMMITTEE AND BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS PROPOSAL.

PROPOSAL FOUR

APPROVAL OF AMENDED LETTER OF INDEMNIFICATION BETWEEN THE

COMPANY AND GUY SHAMIR

At the Meeting, shareholders will be asked to approve an amended letter of indemnification for Guy Shamir, one of the directors of the Company, who may be deemed to have a controlling interest in the Company and/or a personal interest in the resolution, substantially in the form attached to this Proxy Statement as Appendix C. In light of recent amendments both to the Companies Law and the Securities Law described in Proposal Two above, it is proposed to adopt a new letter of indemnification that, among others, provides indemnification also for (i) any monetary liabilities imposed in favor of injured parties in administrative procedures under the Securities Law and (ii) expenses related to such procedures, including reasonable litigation expenses and attorneys' fees. The proposed amendments to Mr. Shamir's indemnification letter will be identical to the proposed amendments to the letters of indemnification for the other directors of the Company, as described in Proposal Three.

Mr. Shamir’s amended letter of indemnification is being voted upon separately because Mr. Shamir may be deemed to have a controlling interest in the Company due to his relationship with a group of the Company’s shareholders. This group, together, may be deemed to have joint controlling interest in the Company under Israeli Securities Law. Such group consists of Mivtach Shamir Holdings Ltd. ("Mivtach Shamir"), Intimes Nouvelle Seamless Inc. (“Nouvelle”), Litef Holdings Inc., Ben Lieberman, Martin Lieberman, Norfet Limited Partnership, TA Top Limited Partnership, FIMI Israel Opportunity Fund L.P., and FIMI Opportunity Fund L.P. Mr. Shamir is the son of Meir Shamir, who is one of the controlling shareholders in Mivtach Shamir, which is a party to this group. For the sake of caution, the Company views Mr. Shamir as a controlling shareholder in the Company and the Company also views Nouvelle, Litef Holdings Inc., Ben Lieberman, Martin Lieberman, Norfet Limited Partnership, TA Top Limited Partnership, FIMI Israel Opportunity Fund L.P., and FIMI Opportunity Fund L.P as interested parties in this transaction due to their joint holding of Company shares with Mivtach Shamir.

The proposed amendments to Mr. Shamir’s letter of indemnification will not change the maximum amount payable by the Company under all letters of indemnification. To the extent the amended letter of indemnification is not approved by the shareholders at the Meeting, the existing letter of indemnification will remain in full force and effect.

Moreover, Mr. Shamir may be deemed to have a personal interest in this proposal due to his being the beneficiary under the proposed amended letter of indemnification.

The other directors of the Company may be deemed to have a personal interest in this approval due to the resolution brought before the shareholders in Proposal Three above, which, if approved, would allow for the adoption of amended letters of indemnification identical to Mr. Shamir’s amended letter of indemnification. The Audit Committee and the Board of Directors have approved Mr. Shamir’s amended letter of indemnification.

It is proposed that the following resolutions be adopted at the Meeting:

“RESOLVED, that Mr. Guy Shamir’s amended letter of indemnification is hereby approved substantially in the form attached as Appendix C to the Proxy Statement."

The affirmative vote of Company shareholders holding at least a majority of the Company’s ordinary shares present, in person or by proxy, is necessary for approval of this resolution (without taking into account votes that abstained), provided that either (i) at least a majority of the total votes of shareholders who do not have personal interest in the Proposal, present at the Meeting in person or by proxy (votes abstaining shall not be taken into account in counting the above-referenced shareholder votes) vote FOR the Proposal; or (ii) the total number of the Company’s ordinary shares of the shareholders mentioned in clause (i) above voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

THE AUDIT COMMITTEE AND BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS PROPOSAL.

PROPOSAL FIVE

APPROVAL OF THE APPOINTMENT OF AUDITORS

Shareholders will be asked to approve the re-appointment of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young International, as auditors of the Company for the fiscal year ending December 31, 2011 and for the period until the next Annual General Meeting of shareholders, and to authorize the Board of Directors, upon recommendation of the Audit Committee, to determine the compensation of the auditors in accordance with the volume and nature of their services. During the Meeting, the Board of Directors will state the amounts paid to the Company’s auditors for their services in the last year. Kost Forer Gabbay & Kasierer were also the auditors for the Company for the year ended December 31, 2010.

It is proposed that at the Meeting, the following Resolution be adopted:

“RESOLVED, to approve the appointment of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young International, as auditors of the Company for the fiscal year ending December 31, 2011 and for the period until the next Annual General Meeting of shareholders. The Board of Directors is hereby authorized, upon recommendation of the Audit Committee, to determine the auditors’ compensation, to determine the compensation of the auditors in accordance with the volume and nature of their services.”

THE AUDIT COMMITTEE AND BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE APPROVAL OF THIS PROPOSAL.

REVIEW OF THE REPORT OF DIRECTORS, FINANCIAL STATEMENTS

AND AUDITORS’ REPORT

The Report of Directors for the year ended December 31, 2010 and the audited consolidated Financial Statements of the Company and the Auditors’ Report in respect thereof for the year ended December 31, 2010 will be available for review by the shareholders at the Meeting. In accordance with applicable Israeli law, at the Meeting, the directors’ representative will answer appropriate questions relating to the above mentioned statements and reports.

OTHER MATTERS

The Board of Directors knows of no matters that are to be brought before the Meeting other than as set forth in the Notice of Annual General Meeting. If any other matter requiring a vote of the shareholders properly comes before the meeting, the persons named in the enclosed form of proxy are authorized to vote on such matter using their discretion.

By Order of the Board of Directors

Ohad Rosner

Company Secretary

August 17, 2011

Appendix A

(Marked to Show Proposed Amendments to

Amended and Restated Articles of Association)

Article 2 will be amended as follows:

“2. INTERPRETATION

--------------

In these Articles, the following words shall have the meanings, if not inconsistent with the subject or context;

Administrative Procedure

A procedure pursuant to chapters H3 (Monetary Sanction of the Securities and Exchange Commission), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures, under circumstances) to the Securities Law, 5738 – 1968, (the “Securities Law”) as amended from time to time.”

* * *

Article 67 will be amended as follows:

“67. INDEMNITY AND INSURANCE

-----------------------

a)	Subject to the provisions of the Companies Law, tThe Company may enter into a contract for the insurance of the Liability of an Office Holder, in whole or in part, for an obligation or payment to be imposed onf any of its Office Holders in consequence of an act done in his capacity as an Office Holder, with respect to any of the following cases:
	a.(i)	a breach of his duty of care to the Company or to another person;
	b.(ii)	a breach of his fiduciary duty to the Company, provided that the Office Holder acted in good faith and had reasonable cause to assume that his act would not prejudice the interests of the Company; or
	c.(iii)	a financial liability imposed upon him in favor of another person in respect of an act or omission performed by him in his capacity as an Office Holder of the Company;.
	d.(iv)	a monetary liability imposed on such Office Holder in favor of a payment to obligated to pay to an injured party at an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
	e.(v)	expenses incurred by An Office Holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorney’s fees.

b)	The Company may indemnify an Office Holder to the fullest extent permitted by law. Without derogating from the aforesaid, the Company may indemnify retroactively or prospectively an Office Holder against a liability or expense imposed on such Office Holder or incurred by him in consequence of an act done in his capacity as an Office Holder of the Company, as follows:
	a.(i)	a financial liability he incurs or is imposed on him in favor of another person by any judgment, including a settlement or an arbitrator’s award approved by a court in respect of an act performed in his capacity as an Office Holder of the Company, and;

	(i)(ii)	reasonable litigation expenses, including attorneys’ fees incurred by such Office Holder or charged to him by a court, in proceedings instituted against him by the Company or on its behalf or by another person, or in a criminal charge, from which he was acquitted or in a criminal charge in which he was convicted for an offense that does not require the proof of criminal intent, all in respect of an act performed in his capacity as an Office Holder of the Company, and;
	(ii)(iii)	reasonable litigation expenses, including attorneys’ fees, incurred by such Office Holder, due to an investigation or proceeding conducted against him by an authority authorized to conduct such investigation or proceeding, and which was ended without filing an indictment against him and without the imposition of a financial liability as a substitute for a criminal proceeding, or that was ended without filing an indictment against him but for which he was subject to a financial liability as a substitute for a criminal proceeding relating to an offense which does not require criminal intent or in connection with a monetary sanction, within the meaning of suchthe relevant terms in the Companies Law; and
	(iii)(iv)	liabilities, obligations and expenses in respect of which the Company may be legally permitted to indemnify under the Companies Law.;
	(v)	a monetary liability imposed on such Office Holder in favor of a payment to obligated to pay to an injured party at an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
	(vi)	expenses incurred by An Office Holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorney’s fees.

c)	A prospective undertaking to indemnify an Office Holder for liabilities under article 67(b)(i), shall be restricted to events that in the opinion of the Board of Directors are foreseen in light of the actual Company’s activities at the time that the commitment is made (“Determining Events”) and shall be limited to an amount or criteria that the Board of Directors deems reasonable, in view of the circumstances. The undertaking to indemnify shall specify such events, sum or criteria. Such indemnification may include any other liability or event permitted by any applicable law.

	The aggregate indemnification amount paid under Article 67(b)(1) shall not exceed an amount equal to the sum of (i) all the insurance proceeds for the Determining Events received by the Company from time to time within the scope of any directors’ and officers’ liability insurance and (ii) an amount equal to 25% (twenty five percent) of the shareholders’ equity of the Company as set forth in the Company’s most recent consolidated financial statements prior to the date of the actual payment of the indemnification by the Company.

d)	Subject to the Companies law - the Company may indemnify any employee of the Company who is not an Office Holder of the Company, from any liability or expense imposed on such an employee in his capacity as an employee of the Company, while defending from any litigation, whether criminal or civil, that resulted, accordingly, by an acquittal or a judgment in the employee’s favor.

e)	The company may commit to indemnify such an employee, including in advance, for any financial liability imposed on such an employee in favor of another person in respect of an act performed bona fide in his capacity as an employee of the Company.

Subject to the Companies Law, these Articles of Association shall not limit the Company in any way from entering into a contract for the insurance, or the granting of exemptions or indemnification (i) in connection with an Office Holder in the Company or any person designated by the Company to serve as a director in another company in which the Company has any interest or holds shares, directly or indirectly (“a Director In Another Company”), to the extent that the insurance, exemption or indemnification are not forbidden by any applicable law, and (ii) in connection with whoever is not an Office Holder in the Company or a Director In Another Company, including but not limited to, employees, contractors and consultants.

Appendix B

(Marked to Show Proposed Amendments to Letters of Indemnification

for Officers and Directors other than Guy Shamir)

English Translation of the Hebrew Original Letter of Indemnification

[Tefron Ltd. company letterhead]

[Date]

_____________________________

Re: Letter of Indemnification

WHEREAS	on February 18, 2002 and on June 9, 2002, the Board of Directors of Tefron Ltd. (hereinafter: the “Company”), after obtaining the approval of the Audit Committee of the Company on December 23, 2001, resolved to approve a prior grant of release from liability and an advance undertaking of indemnification by the Company to the Directors and other officers of the Company (jointly referred to hereunder as the “Officers”), pursuant to the provisions of this Letter of Indemnification; and

WHEREAS	on August 5, 2002 the General Meeting of the Company approved the aforesaid resolution (hereinafter: the “Prior Indemnification Resolution”);, and accordingly the Company granted indemnification letters (hereinafter: the “Existing Indemnification Letters”); and

WHEREAS	further to Amendment No. 3 to the Companies Law, 1999 (hereinafter: the “Companies Law”), including with respect to indemnification of Officers, the Company’s Board of Directors resolved on May 7, 2007, after obtaining the approval of the Audit Committee of the Company on May 6, 2007, to approve an advance undertaking of indemnification by the Company to the Officers pursuant to the Companies Law, as so amended, and to the provisions of this letter, without derogating from the effectiveness of the Prior Indemnification Resolution and of the Existing Indemnification Letters, all subject to any applicable law (hereinafter: the “New Resolution”); and

WHEREAS	on August 7, 2007 the General Meeting of the Company approved the New Resolution with respect to the Directors of the Company; and

WHEREAS	on August __, 2011, the Board of Directors of the Company resolved, after the Audit Committee of the Company had so approved such on August _, 2011, to approve the commitment of the Company to update the letters of indemnification for the Officers for the purpose of adjusting them to the provisions of the Law of Administrative Enforcement (including the indirect amendment to the Companies Law, as described in Section 4(11) of the Law of Administrative Enforcement) to enable the grant of indemnification and insurance to the greatest extent permitted by law;

WHEREAS	on September __, 2011, the General Meeting of the Company also approved the foregoing resolution of the Board of Directors with respect to the Officers of the Company; and

WHEREAS	on __________ (date) you were appointed to serve in the position of Officer of the Company.

Now therefore the Company hereby certifies and undertakes the following:

1.	1.1	Cancelled

	1.2	Subject to the provisions of any law, as may be in effect from time to time, the Company shall indemnify you for any obligation or expense as set forth in section 2 hereunder, imposed on you as a result of one or more of the following incidents:

		(b)(a)	your activities within the scope of your position as Officer of the Company; and

		(c)(b)	your activities within the scope of your position as Officer of another corporation, according to the Company’s request (hereinafter: the “Other Company”).

2.	The indemnification undertaking according to section 1.2 above shall be effective concerning any liability or expenses which are indemnifiable according to the law as follows:

	2.1	a monetary liability imposed on you or incurred by you in favor of another person under a judgment, including a judgment granted in the case of a settlement or an arbitral award approved by the court, provided that your actions were associated with one or more of the events set forth in the Schedule to this Letter of Indemnification (hereinafter: the “Determining Events”) or any matter associated, directly or indirectly, with the Determining Events, that, in any such case, in the opinion of the Board of Directors are anticipated in light of the actual activities of the Company as of the date of this letter, provided that the maximum amount of such indemnification does not exceed the amount set forth in section 3 below;

	2.2	reasonable legal expenses, including attorneys’ fees, disbursed or which you shall be ordered to pay by a court in proceedings filed against you by the Company or Another Company, as the case may be, or in the name of either of the aforesaid or by any other person or under a criminal charge from which you may be exonerated, or under a criminal charge of which you are convicted not requiring proof of any mens rea; and

	2.3	reasonable legal expenses, including attorneys’ fees, expended in connection with an investigation or proceeding against you by an authorized authority, and that concludes without an indictment against you and either (i) no monetary payments are imposed on you in lieu of criminal proceedings or (ii) monetary payments are imposed on you in lieu of criminal proceedings, provided that the alleged criminal offense does not require proof of any mens rea, or in connection with a monetary sanction.

	2.4	a payment to an injured party at an administrative procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;

	2.5	expenses incurred in connection with an administrative procedure that was conducted with respect to your matters, including reasonable litigation expenses and reasonable attorney’s fees.

3.	The total aggregate amount of indemnification to be paid by the Company under Section 2.1 of all letters of indemnification to be issued by the Company to the Officers of the Company under the New Resolution (hereinafter: the “New Letters of Indemnification”), together with the total aggregate amount of indemnification to be paid by the Company under all the Existing iIndemnification lLetters issued to Officers in the past, shall not exceed an amount equal to 25% (twenty five percent) of the equity capital of the Company as set forth in the Company’s most recent consolidated financial statements prior to such payment (hereinafter: the “Maximum Indemnification Amount”). The Company’s Board of Directors has resolved that the Maximum Indemnification Amount is reasonable in the circumstances.

	Should the total amounts of indemnification to be paid by the Company at any time whatsoever, plus the total of all amounts of indemnification paid by the Company until such date, all in accordance with Section 2.1 of all the New Letters of Indemnification issued by the Company, together with the total aggregate amount of indemnification to be paid by the Company under all the Existing Indemnification Letters, exceed the Maximum Indemnification Amount, the Maximum Indemnification Amount or the balance thereof, as the case may be, shall be divided among the Officers of the Company entitled to the aforesaid amounts of indemnification for demands which they submitted to the Company under the said letters of indemnification and not paid to them prior to the aforesaid date, in such manner that the amount of indemnification actually received by each of the aforesaid Officers shall be calculated according to the ratio between the amount indemnification owed to each of the Officers and the aggregate amount indemnification owed to the aforesaid Officers on that date for whose demands.

4.	Upon the occurrence of any incident by virtue of which you are likely to be entitled to indemnification according to the aforesaid, the Company shall provide you, from time to time, with the funds required to cover the expenses and various other payments incidental to handling each of the proceedings against you in connection with the incident in question so that you shall not be required to pay or finance them yourself, all subject to the terms and conditions specified in this Letter of Indemnification.

5.	Without derogating from the aforesaid, the indemnification under this Letter of Indemnification is subject to the following conditions:

	5.1	You shall notify the Company of any legal proceeding commenced against you or any suspicion or threat of any such proceeding being commenced against you in connection with any incident in respect of which the indemnification is likely to apply, reasonably promptly after your first becoming aware of it, and you shall notify the Company, or to whom it shall instruct you, of any document in connection with the proceeding that was served upon you by the person initiating the proceedings or any person acting on behalf thereof.

	5.2	The Company shall be entitled to take on your legal defense in any such proceeding and/or to hand your defense over to any attorney whom the Company chooses for this purpose, taking into consideration the obligations of the Company under the Policy and the possibility of appointing an attorney on behalf of the Insurer (apart from any attorney who is not acceptable to you on reasonable grounds). Within the scope of handling your defense, the Company and/or the aforesaid attorney shall act to bring about the termination of the aforesaid proceeding. The attorney appointed by the Company as aforesaid shall act and owe a fiduciary obligation to you and the Company. In the event of any conflict of interests between you and the Company in your defense before the proceeding in question, you may hire your own attorney to act on your behalf in handling your defense and the provisions of this Letter of Indemnification shall apply to your expenses for the aforesaid appointment. The Company may not terminate the aforesaid proceeding by any settlement requiring you to pay for any amount for which you shall not be indemnified by the Company or not paid within the scope of the Policy, except with your prior written consent thereto, provided however that you shall not refuse to grant your consent on grounds which are not reasonable. At the request of the Company you shall sign a document authorizing the Company, and/or any such attorney, to act in your defense on your behalf at the proceeding in question and represent you in any mater in connection therewith, pursuant to the aforesaid.

		You shall cooperate with the Company and/or any such aforesaid attorney in any reasonable manner required by the aforesaid persons within the scope of handling your defense in connection with the legal proceeding in question, provided however that the Company takes care to cover all your expenses incidental thereto so that you shall not be required to pay or finance such expenses yourself, subject to the provisions of section 3 above. The Company shall release you from the aforesaid obligation to cooperate whenever it is likely to prejudice your defense before any legal proceeding against you, provided however that this is approved by a committee of the Board of Directors of the Company, including at least one external director among its members.

	5.3	Whether or not the Company acts according to the provisions of section 5.2 above, it shall take care to cover the liabilities and expenses stated in section 2 above so that you shall not be required to pay or finance the aforesaid yourself, without this derogating from the indemnification promised under the provisions of this Letter of Indemnification, subject to the above provisions in Section 3.

	5.4	The indemnification in connection with any legal proceeding whatsoever against you, as stated in this Letter of Indemnification, shall not be effective in respect of any amount owed by you in consequence of any settlement or arbitration, unless the Company gave its written consent to any such settlement or the holding of any such arbitration, as the case may be.

	5.5	The Company shall not be required to pay amounts under this Letter of Indemnification for any incident whatsoever wherever you are otherwise entitled to such amounts from another source or the aforesaid amounts were actually paid to you, or on your behalf or in your place in any manner whatsoever within the scope of any other indemnification or undertaking to indemnify any other person whatsoever apart from the Company, including any insurance proceeds. In this regard it shall be clarified that any amount of deductible applying to you under the aforesaid policy terms shall not be deemed an amount actually paid.

	5.6	Upon a request for performance of payment in connection with any incident whatsoever under this Letter of Indemnification, the Company shall take any action necessary under the provisions of any law for payment thereof and shall act to arrange any approval, if required, in connection therewith. Should any such approval be required for payment and such payment is not approved in accordance therewith, for any reason whatsoever, such payment or any part thereof not approved as aforesaid, shall be subject to the approval of the court and the Company shall act to obtain such approval.

	5.7	Should the Company pay you or your substitute any amounts whatsoever within the scope of this Letter of Indemnification in connection with the aforesaid legal proceeding, and afterwards it becomes apparent that you were not entitled to indemnification from the Company for the amounts in question, these amounts shall be deemed a loan granted to you by the Company, which shall bear interest at the minimum rate determined from time to time under the provisions of any law not making it a taxable benefit for any person receiving such loan, and you shall be required to repay the above amounts to the Company when requested to do so in writing by the Company and according to the payment schedule determined by the Company.

	5.8	Should the Company pay you any amount whatsoever by virtue of this Letter of Indemnification and afterwards the liability for which the amount was paid was canceled or the amount thereof was decreased for any reason whatsoever, you shall assign to the Company your entire rights to repayment of the amount from the plaintiff in any proceeding and you shall do your utmost to make this assignment valid so that the Company is able to realize the assignment. After acting in such manner you shall be exempt from repayment of the amount for which the right of repayment was assigned. Should you fail to do so, you shall be required to repay the amount or any part thereof, as the case may be, to the Company, plus linkage differentials, at the rates and for the period according to which you are entitled to repayment of the amount by the plaintiff.

6.	The undertakings of the Company under this Letter of Indemnification shall also remain available to you after termination of your position as Officer of the Company, provided however that the acts for which the indemnification was granted were made during your term in office as Officer of the Company, whether before this Letter of Indemnification was granted to you or afterwards. The undertakings of the Company under this Letter of Indemnification shall also remain available to your estate, heirs and other successors under the provisions of any law.

7.	In this Letter of Indemnification:

“Administrative Procedure” means a procedure pursuant to chapters H3 (Monetary Sanction of the Securities and Exchange Commission), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of Procedures, under Circumstances) to the Securities Law.

“Officer” has the same meaning as in the Companies Law.

“Act” or any other derivative thereof, includes any implied decision and/or omission (or any derivative thereof) and includes your activities prior to the date of this Letter of Indemnification during your term in office as Officer of the Company.

The “Policy” means the directors’ and officers’ policy liability insurance purchased or to be purchased by the Company, whether in the form of one or more than one policy.

8.	The undertakings of the Company under this Letter of Indemnity shall be interpreted broadly and in the manner intended for implementation thereof, as permitted according to the law and for the purposes for which they were intended. In the event of any contradiction between any provision whatsoever in this Letter of Indemnity and any provision of law which cannot be made contingent, amended or added to, the aforesaid provision of law shall prevail, but it shall not prejudice or derogate from the effectiveness or the other provisions of this Letter of Indemnification.

9.	This Letter of Indemnification shall not prejudice or derogate from the undertakings of the Company under any Letter of Indemnification given to you, if any, prior to the date of this letter, while the aforesaid undertakings remain legally effective. In the event that you shall be entitled to and receive any amount of indemnification whatsoever under any previous Letter of Indemnification in respect of any incident whatsoever, you shall not be entitled to indemnification for the same amount under this Letter of Indemnification.

10.	This Letter of Indemnification is not a contract in favor of any third party, including any insurer, and you may not assign this Letter to any third party, nor would any insurer have the right to demand that the Company contribute to the payment of any amount that would otherwise be payable by such insurer under an insurance agreement, other than the deductible fixed in such an insurance agreement.

Nothing in this Letter of Indemnification shall be deemed to derogate from or diminish from any compensation, coverage and/or indemnification you will be entitled to under any insurance policy, including with respect to events that are covered and/or will be covered by this Letter of Indemnification.

11.	This Letter of Indemnification will be governed by the laws of Israel, and the courts of Tel Aviv shall have the exclusive jurisdiction with respect to disputes that may arise under this Letter.

12.	This Letter of Indemnification shall be subject to the provisions of any law.

13.	This letter of Indemnification shall become effective upon your signature on a copy thereof at the place designated for such purpose and submission of the aforesaid signed copy to the Company.

In witness whereof the Company has caused this Letter of Indemnification to be executed
on the day and year first above written:

_____________________________

Tefron Ltd.

	As at March 31,						As at December 31,
	2011			2010			2010
	Unaudited						Audited
	Dollars thousands						Dollars thousands
Current assets
Cash and cash equivalents		2,869			326			9,361
Investments in securities available for sale		731			737			731
Trade receivables		19,939			14,974			9,339
Other receivables		2,303			2,971			1,878
Inventory		18,036			21,348			16,664
		43,878			40,356			37,973
Non-current assets held for sale		5,271			-			2,088
		49,149			40,356			40,061
Non-current assets
Deferred taxes, net		947			1,220			972
Fixed assets, net		34,280			54,706			38,936
Goodwill and intangible assets		2,328			857			2,783
		37,555			56,783			42,691
		86,704			97,139			82,752
Current liabilities
Bank credit		5,730			2,971			6,194
Trade payables		18,733			18,215			11,864
Other payables		6,510			4,346			8,450
		30,973			25,532			26,508
Non current liabilities
Bank loans		21,488			19,790			19,818
Liabilities for benefits to employees, net		518			648			516
Long term payables – institutions		-			1,454			-
Deferred taxes, net		-			1,906			-
		22,006			23,798			20,334
Equity attributed to the Company’s shareholders
Share capital		19,818			10,351			19,818
Share premium		107,320			108,782			107,204
Accumulated losses		(86,208	)		(63,920	)		(83,803	)
Treasury shares		(7,408	)		(7,408	)		(7,408	)
Capital reserve for financial assets available for sale		(91	)		(86	)		(91	)
Capital reserve for hedging transactions		104			(100	)		-
Capital reserve for transactions with controlling shareholder		190			190			190
Total equity		33,725			47,809			35,910
		86,704			97,139			82,752

I hereby certify receipt of this Letter of Indemnification and confirm my consent to the terms thereof, including the provisions of the above section 5.7.

~~The accompanying notes are an integral part of the interim consolidated financial statements~~Schedule

May 12, 2011
Date of approval of the financial statements		Arnon Tieberg Chairman of the Board		Amit Meridor CEO		Eran Rotem CFO

Events

-1. Acts in connection with investments (including investments not implemented) performed by the Company, a subsidiary or affiliate (within the meaning in the Securities Law) in various corporations, either before or after implementation of the investment, including entering into and performance of any transaction, supervision and control of the investment after implementation and any act performed by an Officer in connection therewith as a representative of the investor or as an Officer of the Company or the investor. 2. -An offering of securities (including an offering of a security not implemented), inclusive of but not derogating from the generality of the aforesaid, a public offering of securities under a prospectus, a private offering or an offer of securities by any other means whatsoever. 3. A transaction within the meaning in section 1 of the Companies Law, inclusive of obtaining credit, sale or purchase of assets or obligations, including securities, or the grant or receipt of a right in each of the aforesaid, and an act directly or indirectly associated with the aforesaid transaction, including transactions with interested parties within the meaning of chapter five of the Companies Law. 4. Report or notification submitted under the Companies Law or the Securities Law, including regulations promulgated by virtue thereof, or under laws or regulations dealing with similar issues abroad, or under customary rules or guidelines of the Israeli Stock Exchange (Boursa) or in a commercial arena in Israel or abroad, all including any failure to file any such report or notification. 5. Acts in connection with the terms of employment of employees, including employment contracts, negotiations towards such contracts, salary benefits and other employee benefits, handling of pension funds, mutual funds, insurance and savings plans, options and other employee benefits of any class whatsoever. 6. Any act causing bodily injury, sickness, death and damage to property, including loss of use thereof. 7. Any act leading to inadequate insurance arrangements being drawn up. 8. Any restructuring of the Company, reorganization or any resolution in connection with the aforesaid, including but not derogating from the generality of the aforesaid, any merger split, variation of the share capital of the Company, subsidiaries or affiliates, the dissolution or sale thereof, issue of any security whatsoever of the Company, subsidiary or affiliate or performance of any distribution (within the meaning of the Companies Law) or any procurement bid by or in connection with any of the aforesaid. 9. Any expression, statement, including expression of a viewpoint or opinion made in good faith by the Officer in the course of and by virtue his position, including within the course of general meetings or meetings of the Board of Directors of the Company, a subsidiary or affiliate thereof or any committees of the Board of Directors, and negotiations and communications with suppliers, advisors and clients. 10. Actions submitted against an Officer in connection with the dissolution or receivership of the Company, a subsidiary or affiliate.

11.	Resolutions and/or actions with respect to environmental compliance, including pollution, poisons and hazardous materials.

12.	Acts or decisions in connection with drafting or approval of financial statements, business plans or forecasts in connection with the Company, a subsidiary or affiliate.

13.	Granting of liens on Company assets and granting guarantees on behalf of the Company.

14.	Compliance with various governmental requirements in Israel and outside Israel, including the Antitrust Authority, Securities Authority, Environmental Compliance Agency and Tax Authorities.

15.	Establishment and management of financial policy, including credit policies, hedging against changes in currency exchange rates and utilization of cash reserves.

16.	Any action and/or decision relating to work safety and/or working conditions and/or employee activities and/or any event relating thereto.

17.	Any action and/or decision relating to preparation of work plans, including pricing, marketing, distribution and instructions to employees, to customers and to suppliers and to cooperative arrangements, including with competitors.

18.	Any action and/or decision relating to product development or relating to the conduct of product testing, approvals, sales, distribution or licensing.

19.	Any action and/or decision that may be considered as an infringement of the intellectual property rights of a third party.

20.	Representations and any undertaking granted vis-à-vis third parties or the Company, a subsidiary or affiliate or vis-à-vis any person acting on behalf thereof (including vis-à-vis any advisers, such as auditors and attorneys, etc.).

21.	Transfer of information required or permitted to be transferred under applicable law to an interested party of the Company.

22.	Each of events set forth above in connection with the position of the Officer in a subsidiary or an affiliate.

22.23.	Any event and/or action with respect to which it is possible to indemnify under the Law of Streamlining of Administrative Procedures in the Securities and Exchange Commission (Amendments to Legislation), 5771- 2001

	In this Schedule:

	“Securities Law” means the Securities Law, 5728-1968.

	“Companies Law” means the Companies Law, 5759-1999.

	“Security” is within the definition in section 1 of the Companies Law.

Appendix C

(Marked to Show Proposed Amendments to

Letter of Indemnification for Guy Shamir)

English Translation of the Hebrew Original Letter of Indemnification

[Tefron Ltd. company letterhead]

[Date]

Guy Shamir

_____________________________

Re: Letter of Indemnification

WHEREAS	on February 18, 2002 and on June 9, 2002, the Board of Directors of Tefron Ltd. (hereinafter: the “Company”), after obtaining the approval of the Audit Committee of the Company on December 23, 2001, resolved to approve a prior grant of release from liability and an advance undertaking of indemnification by the Company to the Directors and other officers of the Company (jointly referred to hereunder as the “Officers”), pursuant to the provisions of this Letter of Indemnification; and

WHEREAS	on August 5, 2002 the General Meeting of the Company approved the aforesaid resolution (hereinafter: the “Prior Indemnification Resolution”);, and accordingly the Company granted indemnification letters (hereinafter: the “Existing Indemnification Letters”); and

WHEREAS	further to Amendment No. 3 to the Companies Law, 1999 (hereinafter: the “Companies Law”), including with respect to indemnification of Officers, the Company’s Board of Directors resolved on May 7, 2007, after obtaining the approval of the Audit Committee of the Company on May 6, 2007, to approve an advance undertaking of indemnification by the Company to the Officers pursuant to the Companies Law, as so amended, and to the provisions of this letter, without derogating from the effectiveness of the Prior Indemnification Resolution and of the Existing Indemnification Letters, all subject to any applicable law (hereinafter: the “New Resolution”); and

WHEREAS	on August 7, 2007 the General Meeting of the Company approved the New Resolution with respect to the Directors of the Company; and

WHEREAS	on August 16 2011, the Board of Directors of the Company resolved, after the Audit Committee of the Company had so approved such on August _, 2011, to approve the commitment of the Company to update the letters of indemnification for the Officers for the purpose of adjusting them to the provisions of the Law of Administrative Enforcement (including the indirect amendment to the Companies Law, as described in Section 4(11) of the Law of Administrative Enforcement) to enable the grant of indemnification and insurance to the greatest extent permitted by law;

WHEREAS	on September __, 2011, the General Meeting of the Company also approved the foregoing resolution of the Board of Directors with respect to the Officers of the Company; and

WHEREAS	on __________ (date) you were appointed to serve in the position of Officer of the Company.

Now therefore the Company hereby certifies and undertakes the following:

1.	1.1	Cancelled

	1.2	Subject to the provisions of any law, as may be in effect from time to time, the Company shall indemnify you for any obligation or expense as set forth in section 2 hereunder, imposed on you as a result of one or more of the following incidents:

		(d)(c)	your activities within the scope of your position as Officer of the Company; and

		(e)(d)	your activities within the scope of your position as Officer of another corporation, according to the Company’s request (hereinafter: the “Other Company”).

2.	The indemnification undertaking according to section 1.2 above shall be effective concerning any liability or expenses which are indemnifiable according to the law as follows:

	2.1	a monetary liability imposed on you or incurred by you in favor of another person under a judgment, including a judgment granted in the case of a settlement or an arbitral award approved by the court, provided that your actions were associated with one or more of the events set forth in the Schedule to this Letter of Indemnification (hereinafter: the “Determining Events”) or any matter associated, directly or indirectly, with the Determining Events, that, in any such case, in the opinion of the Board of Directors are anticipated in light of the actual activities of the Company as of the date of this letter, provided that the maximum amount of such indemnification does not exceed the amount set forth in section 3 below;

	2.2	reasonable legal expenses, including attorneys’ fees, disbursed or which you shall be ordered to pay by a court in proceedings filed against you by the Company or Another Company, as the case may be, or in the name of either of the aforesaid or by any other person or under a criminal charge from which you may be exonerated, or under a criminal charge of which you are convicted not requiring proof of any mens rea; and

	2.6	2.3 reasonable legal expenses, including attorneys’ fees, expended in connection with an investigation or proceeding against you by an authorized authority, and that concludes without an indictment against you and either (i) no monetary payments are imposed on you in lieu of criminal proceedings or (ii) monetary payments are imposed on you in lieu of criminal proceedings, provided that the alleged criminal offense does not require proof of any mens rea, or in connection with a monetary sanction.

	2.7	a payment to an injured party at an administrative procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;

	2.8	expenses incurred in connection with an administrative procedure that was conducted with respect to your matters, including reasonable litigation expenses and reasonable attorney’s fees.

7.	The total aggregate amount of indemnification to be paid by the Company under Section 2.1 of all letters of indemnification to be issued by the Company to the Officers of the Company under the New Resolution (hereinafter: the “New Letters of Indemnification”), together with the total aggregate amount of indemnification to be paid by the Company under all the Existing iIndemnification lLetters issued to Officers in the past, shall not exceed an amount equal to 25% (twenty five percent) of the equity capital of the Company as set forth in the Company’s most recent consolidated financial statements prior to such payment (hereinafter: the “Maximum Indemnification Amount”). The Company’s Board of Directors has resolved that the Maximum Indemnification Amount is reasonable in the circumstances.

	Should the total amounts of indemnification to be paid by the Company at any time whatsoever, plus the total of all amounts of indemnification paid by the Company until such date, all in accordance with Section 2.1 of all the New Letters of Indemnification issued by the Company, together with the total aggregate amount of indemnification to be paid by the Company under all the Existing Indemnification Letters, exceed the Maximum Indemnification Amount, the Maximum Indemnification Amount or the balance thereof, as the case may be, shall be divided among the Officers of the Company entitled to the aforesaid amounts of indemnification for demands which they submitted to the Company under the said letters of indemnification and not paid to them prior to the aforesaid date, in such manner that the amount of indemnification actually received by each of the aforesaid Officers shall be calculated according to the ratio between the amount indemnification owed to each of the Officers and the aggregate amount indemnification owed to the aforesaid Officers on that date for whose demands.

8.	Upon the occurrence of any incident by virtue of which you are likely to be entitled to indemnification according to the aforesaid, the Company shall provide you, from time to time, with the funds required to cover the expenses and various other payments incidental to handling each of the proceedings against you in connection with the incident in question so that you shall not be required to pay or finance them yourself, all subject to the terms and conditions specified in this Letter of Indemnification.

9.	Without derogating from the aforesaid, the indemnification under this Letter of Indemnification is subject to the following conditions:

	5.1	You shall notify the Company of any legal proceeding commenced against you or any suspicion or threat of any such proceeding being commenced against you in connection with any incident in respect of which the indemnification is likely to apply, reasonably promptly after your first becoming aware of it, and you shall notify the Company, or to whom it shall instruct you, of any document in connection with the proceeding that was served upon you by the person initiating the proceedings or any person acting on behalf thereof.

	5.2	The Company shall be entitled to take on your legal defense in any such proceeding and/or to hand your defense over to any attorney whom the Company chooses for this purpose, taking into consideration the obligations of the Company under the Policy and the possibility of appointing an attorney on behalf of the Insurer (apart from any attorney who is not acceptable to you on reasonable grounds). Within the scope of handling your defense, the Company and/or the aforesaid attorney shall act to bring about the termination of the aforesaid proceeding. The attorney appointed by the Company as aforesaid shall act and owe a fiduciary obligation to you and the Company. In the event of any conflict of interests between you and the Company in your defense before the proceeding in question, you may hire your own attorney to act on your behalf in handling your defense and the provisions of this Letter of Indemnification shall apply to your expenses for the aforesaid appointment. The Company may not terminate the aforesaid proceeding by any settlement requiring you to pay for any amount for which you shall not be indemnified by the Company or not paid within the scope of the Policy, except with your prior written consent thereto, provided however that you shall not refuse to grant your consent on grounds which are not reasonable. At the request of the Company you shall sign a document authorizing the Company, and/or any such attorney, to act in your defense on your behalf at the proceeding in question and represent you in any mater in connection therewith, pursuant to the aforesaid.

		You shall cooperate with the Company and/or any such aforesaid attorney in any reasonable manner required by the aforesaid persons within the scope of handling your defense in connection with the legal proceeding in question, provided however that the Company takes care to cover all your expenses incidental thereto so that you shall not be required to pay or finance such expenses yourself, subject to the provisions of section 3 above. The Company shall release you from the aforesaid obligation to cooperate whenever it is likely to prejudice your defense before any legal proceeding against you, provided however that this is approved by a committee of the Board of Directors of the Company, including at least one external director among its members.

	5.3	Whether or not the Company acts according to the provisions of section 5.2 above, it shall take care to cover the liabilities and expenses stated in section 2 above so that you shall not be required to pay or finance the aforesaid yourself, without this derogating from the indemnification promised under the provisions of this Letter of Indemnification, subject to the above provisions in Section 3.

	5.4	The indemnification in connection with any legal proceeding whatsoever against you, as stated in this Letter of Indemnification, shall not be effective in respect of any amount owed by you in consequence of any settlement or arbitration, unless the Company gave its written consent to any such settlement or the holding of any such arbitration, as the case may be.

	5.9	The Company shall not be required to pay amounts under this Letter of Indemnification for any incident whatsoever wherever you are otherwise entitled to such amounts from another source or the aforesaid amounts were actually paid to you, or on your behalf or in your place in any manner whatsoever within the scope of any other indemnification or undertaking to indemnify any other person whatsoever apart from the Company, including any insurance proceeds. In this regard it shall be clarified that any amount of deductible applying to you under the aforesaid policy terms shall not be deemed an amount actually paid.

	5.10	Upon a request for performance of payment in connection with any incident whatsoever under this Letter of Indemnification, the Company shall take any action necessary under the provisions of any law for payment thereof and shall act to arrange any approval, if required, in connection therewith. Should any such approval be required for payment and such payment is not approved in accordance therewith, for any reason whatsoever, such payment or any part thereof not approved as aforesaid, shall be subject to the approval of the court and the Company shall act to obtain such approval.

	5.11	Should the Company pay you or your substitute any amounts whatsoever within the scope of this Letter of Indemnification in connection with the aforesaid legal proceeding, and afterwards it becomes apparent that you were not entitled to indemnification from the Company for the amounts in question, these amounts shall be deemed a loan granted to you by the Company, which shall bear interest at the minimum rate determined from time to time under the provisions of any law not making it a taxable benefit for any person receiving such loan, and you shall be required to repay the above amounts to the Company when requested to do so in writing by the Company and according to the payment schedule determined by the Company.

	5.12	Should the Company pay you any amount whatsoever by virtue of this Letter of Indemnification and afterwards the liability for which the amount was paid was canceled or the amount thereof was decreased for any reason whatsoever, you shall assign to the Company your entire rights to repayment of the amount from the plaintiff in any proceeding and you shall do your utmost to make this assignment valid so that the Company is able to realize the assignment. After acting in such manner you shall be exempt from repayment of the amount for which the right of repayment was assigned. Should you fail to do so, you shall be required to repay the amount or any part thereof, as the case may be, to the Company, plus linkage differentials, at the rates and for the period according to which you are entitled to repayment of the amount by the plaintiff.

10.	The undertakings of the Company under this Letter of Indemnification shall also remain available to you after termination of your position as Officer of the Company, provided however that the acts for which the indemnification was granted were made during your term in office as Officer of the Company, whether before this Letter of Indemnification was granted to you or afterwards. The undertakings of the Company under this Letter of Indemnification shall also remain available to your estate, heirs and other successors under the provisions of any law.

14.	In this Letter of Indemnification:

“Officer” has the same meaning as in the Companies Law.

The “Policy” means the directors’ and officers’ policy liability insurance purchased or to be purchased by the Company, whether in the form of one or more than one policy.

15.	The undertakings of the Company under this Letter of Indemnity shall be interpreted broadly and in the manner intended for implementation thereof, as permitted according to the law and for the purposes for which they were intended. In the event of any contradiction between any provision whatsoever in this Letter of Indemnity and any provision of law which cannot be made contingent, amended or added to, the aforesaid provision of law shall prevail, but it shall not prejudice or derogate from the effectiveness or the other provisions of this Letter of Indemnification.

16.	This Letter of Indemnification shall not prejudice or derogate from the undertakings of the Company under any Letter of Indemnification given to you, if any, prior to the date of this letter, while the aforesaid undertakings remain legally effective. In the event that you shall be entitled to and receive any amount of indemnification whatsoever under any previous Letter of Indemnification in respect of any incident whatsoever, you shall not be entitled to indemnification for the same amount under this Letter of Indemnification.

17.	This Letter of Indemnification is not a contract in favor of any third party, including any insurer, and you may not assign this Letter to any third party, nor would any insurer have the right to demand that the Company contribute to the payment of any amount that would otherwise be payable by such insurer under an insurance agreement, other than the deductible fixed in such an insurance agreement.

18.	This Letter of Indemnification will be governed by the laws of Israel, and the courts of Tel Aviv shall have the exclusive jurisdiction with respect to disputes that may arise under this Letter.

19.	This Letter of Indemnification shall be subject to the provisions of any law.

20.	This letter of Indemnification shall become effective upon your signature on a copy thereof at the place designated for such purpose and submission of the aforesaid signed copy to the Company.

In witness whereof the Company has caused this Letter of Indemnification to be executed
on the day and year first above written:

_____________________________

Tefron Ltd.

	For the three months ended March 31,						For the year ended December 31
	2011			2010			2010
	Unaudited						Audited
	In dollars thousands
Revenues from sales		27,928			25,773			86,044
Cost of sales, net		24,074			24,829			86,717
Gross profit (loss)		3,854			944			(673	)
Selling and marketing expenses		4,690			3,645			11,850
General and administrative expenses		1,045			874			4,050
Other expenses		10			-			6,233
Operating loss		(1,891	)		(3,575	)		(22,806	)
Financial income		7			-			30
Financial expenses		(391	)		(538	)		(2,379	)
Financial expenses, net		(384	)		(538	)		(2,349	)
Loss before taxes on income		(2,275	)		(4,113	)		(25,155	)
Tax benefit (taxes on income)		(72	)		859			2,469
Loss		(2,347	)		(3,254	)		(22,686	)
Loss per share relating to the Company’s shareholders (in dollars)
Basic and diluted loss		(0.4	)		(1.5	)		(7.7	)

I hereby certify receipt of this Letter of Indemnification and confirm my consent to the terms thereof, including the provisions of the above section 5.7.

~~The accompanying notes are an integral part of the interim consolidated financial statements~~Schedule

~~- 3 -~~Events

Tefron Ltd.

23.24.	Acts in connection with investments (including investments not implemented) performed by the Company, a subsidiary or affiliate (within the meaning in the Securities Law) in various corporations, either before or after implementation of the investment, including entering into and performance of any transaction, supervision and control of the investment after implementation and any act performed by an Officer in connection therewith as a representative of the investor or as an Officer of the Company or the investor.

24.25.	An offering of securities (including an offering of a security not implemented), inclusive of but not derogating from the generality of the aforesaid, a public offering of securities under a prospectus, a private offering or an offer of securities by any other means whatsoever.

25.26.	A transaction within the meaning in section 1 of the Companies Law, inclusive of obtaining credit, sale or purchase of assets or obligations, including securities, or the grant or receipt of a right in each of the aforesaid, and an act directly or indirectly associated with the aforesaid transaction, including transactions with interested parties within the meaning of chapter five of the Companies Law.

26.27.	Report or notification submitted under the Companies Law or the Securities Law, including regulations promulgated by virtue thereof, or under laws or regulations dealing with similar issues abroad, or under customary rules or guidelines of the Israeli Stock Exchange (Boursa) or in a commercial arena in Israel or abroad, all including any failure to file any such report or notification.

27.28.	Acts in connection with the terms of employment of employees, including employment contracts, negotiations towards such contracts, salary benefits and other employee benefits, handling of pension funds, mutual funds, insurance and savings plans, options and other employee benefits of any class whatsoever.

28.29.	Any act causing bodily injury, sickness, death and damage to property, including loss of use thereof.

29.30.	Any act leading to inadequate insurance arrangements being drawn up.

30.31.	Any restructuring of the Company, reorganization or any resolution in connection with the aforesaid, including but not derogating from the generality of the aforesaid, any merger split, variation of the share capital of the Company, subsidiaries or affiliates, the dissolution or sale thereof, issue of any security whatsoever of the Company, subsidiary or affiliate or performance of any distribution (within the meaning of the Companies Law) or any procurement bid by or in connection with any of the aforesaid.

31.32.	Any expression, statement, including expression of a viewpoint or opinion made in good faith by the Officer in the course of and by virtue his position, including within the course of general meetings or meetings of the Board of Directors of the Company, a subsidiary or affiliate thereof or any committees of the Board of Directors, and negotiations and communications with suppliers, advisors and clients.

	For the three months ended March 31,						For the year ended Dec. 31
	2011			2010			2010
	Unaudited						Audited
	In dollars thousands
Loss		(2,347	)		(3,254	)		(22,686	)
Other comprehensive income (loss), (after the tax effect):
Profit realized – from cash flow hedging transactions		-			(115	)		(115	)
Profit (loss) not yet realized – from net cash flow hedging transactions		104			(100	)		-
Loss not yet realized – from short-term investments		-			-			(5	)
Actuarial loss from defined benefits program		(58	)		-			(451	)
Total other comprehensive income (loss)		46			(215	)		(571	)
Total comprehensive loss, attributed to the Company’s shareholders		(2,301	)		(3,469	)		(23,257	)

32.33.

Actions submitted against an Officer in connection with the dissolution or receivership of the Company, a subsidiary or affiliate.

The accompanying notes are an integral part of the interim consolidated financial statements

33.34.	Resolutions and/or actions with respect to environmental compliance, including pollution, poisons and hazardous materials.

34.35.	Acts or decisions in connection with drafting or approval of financial statements, business plans or forecasts in connection with the Company, a subsidiary or affiliate.

35.36.	Granting of liens on Company assets and granting guarantees on behalf of the Company.

36.37.	Compliance with various governmental requirements in Israel and outside Israel, including the Antitrust Authority, Securities Authority, Environmental Compliance Agency and Tax Authorities.

37.38.	Establishment and management of financial policy, including credit policies, hedging against changes in currency exchange rates and utilization of cash reserves.

38.39.	Any action and/or decision relating to work safety and/or working conditions and/or employee activities and/or any event relating thereto.

39.40.	Any action and/or decision relating to preparation of work plans, including pricing, marketing, distribution and instructions to employees, to customers and to suppliers and to cooperative arrangements, including with competitors.

40.41.	Any action and/or decision relating to product development or relating to the conduct of product testing, approvals, sales, distribution or licensing.

41.42.	Any action and/or decision that may be considered as an infringement of the intellectual property rights of a third party.

42.43.	Representations and any undertaking granted vis-à-vis third parties or the Company, a subsidiary or affiliate or vis-à-vis any person acting on behalf thereof (including vis-à-vis any advisers, such as auditors and attorneys, etc.).

43.44.	Transfer of information required or permitted to be transferred under applicable law to an interested party of the Company.

45.	Each of events set forth above in connection with the position of the Officer in a subsidiary or an affiliate.

44.46.	Any event and/or action with respect to which it is possible to indemnify under the Law of Streamlining of Administrative Procedures in the Securities and Exchange Commission (Amendments to Legislation), 5771- 2001

	In this Schedule:

	“Securities Law” means the Securities Law, 5728-1968.

	“Companies Law” means the Companies Law, 5759-1999.

	“Security” is within the definition in section 1 of the Companies Law.

~~- 4 -~~PROXY

~~Tefron~~TEFRON ~~Ltd~~LTD.

	Relating to the Company’s shareholders
	Share capital		Share premium		Balance of loss			Treasury shares			Capital reserve for financial assets available for sale			Capital reserve for hedging trans- actions			Capital reserve for transactions with a controlling shareholder		Total capital
	Unaudited in dollar thousands
Balance as at January 1, 2011
(Audited)		19,818		107,204		(83,803	)		(7,408	)		(91	)		-			190		35,910
Total comprehensive income (loss)		-		-		(2,405	)		-			-			104			-		(2,301	)
Share-based payment		-		116		-			-			-			-			-		116
Balance as at March 31, 2011
(Unaudited)		19,818		107,320		(86,208	)		(7,408	)		(91	)		104			190		33,725
Balance as at January 1, 2010
(Audited)		7,518		107,522		(60,666	)		(7,408	)		(86	)		115			-		46,995
Total comprehensive loss				-		(3,254	)		-			-			(215	)		-		(3,469	)
Share-based payment		-		280		-			-			-			-			-		280
Rights issue (less net issue costs
of $ 187 thousands)		2,833		980		-			-			-			-			-		3,813
Capital benefit – from a transaction
with a controlling shareholder		-		-		-			-			-			-			190		190
Balance as at March 31, 2010
(Unaudited)		10,351		108,782		(63,920	)		(7,408	)		(86	)		(100	)		190		47,809

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

	Share capital		Share premium			Balance of loss			Treasury shares			Capital reserve for financial assets available for sale			Capital reserve for hedging trans- actions			Capital reserve for transactions with a controlling shareholder		Total capital
	Audited in dollar thousands
Balance as at January 1, 2010		7,518		107,522			(60,666	)		(7,408	)		(86	)		115			-		46,995
Total comprehensive loss				-			(23,137	)		-			(5	)		(115	)		-		(23,257	)
Share-based payment		-		490			-			-			-			-			-		490
Rights issue (after net issue costs
of US$ 240 thousands)		2,833		927			-			-			-			-			-		3,760
Private placement (after net issue
costs of $ 297 thousand)		9,467		(1,735	)		-			-			-			-			-		7,732
Capital benefit – from a transaction
With a controlling shareholder		-		-			-			-			-			-			190		190
Balance as at December 31, 2010
(Unaudited)		19,818		107,204			(83,803	)		(7,408	)		(91	)		-			190		35,910

TO BE HELD ON SEPTEMBER 22, 2011

~~The~~THIS ~~accompanying~~PROXY ~~notes~~IS ~~are~~SOLICITED anON ~~integral~~BEHALF ~~part~~OF ofTHE ~~the~~BOARD ~~consolidated~~OF ~~interim~~DIRECTORS ~~financial~~OF ~~statements~~THE COMPANY.

-KNOW 5ALL -PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Mr. Arnon Tiberg and/or Mr. Eran Rotem and/or Mr. Ohad Rozner as agent and proxy for the undersigned, with full power of substitution, to vote with respect to all of the Ordinary Shares of Tefron Ltd. (the "Company"), standing in the name of the undersigned at the close of business on August 24, 2011, at the Annual and Special General Meeting of Shareholders of the Company to be held at the Company's offices located at Park Azorim, 94 Derech Em Hamoshavot, Kiryat Arie, Petach Tikva, Israel, on September 22, 2011 at 11:00 a.m. (Israel time) and at any and all adjournments thereof, with all power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as follows.

~~Tefron~~The ~~Ltd~~proxies are authorized to vote in their discretion on such other matters as may properly come before the meeting.

	For the three months ended March 31,						For the year ended December 31
	2011			2010			2010
	Unaudited						Audited
	In dollars thousands
Cash flows from operating activities:
Loss		(2,347	)		(3,254	)		(22,686	)
Reconciliations required to present cash flows from operating activities:
Adjustments to statement of income items:
Depreciation of fixed assets and intangible assets		1,904			2,340			9,503
Loss from impairment of fixed and intangible assets		-			-			6,260
Loss from impairment of inventory		172			297			3,065
Cost of share based payment		116			70			280
Gain (loss) on disposal of fixed assets		10			(4	)		142
Deferred taxes, net		72			(985	)		(2,643	)
Change in liabilities for benefits to employees, net		(68	)		(81	)		(664	)
Taxes on income		59			32			(20	)
Financing expenses		301			137			1,452
		2,566			1,806			17,375
Changes in assets and liabilities items:
Decrease (increase) in trade receivables		(10,600	)		(377	)		5,258
Decrease (increase) in other receivables		(349	)		(294	)		924
Decrease (increase) in inventory		(1,544	)		(1,867	)		1,950
Increase (decrease) in trade payables		6,869			3,173			(3,178	)
Decrease in other payables		(1,939	)		(1,514	)		(631	)
		(7,563	)		(879	)		4,323
Cash paid and received during the period for:
Interest paid		(308	)		(137	)		(1,482	)
Interest received		7			-			30
Taxes paid		(59	)		(32	)		(171	)
Taxes received		-			-			191
		(360	)		(169	)		(1,432	)
Net cash used for operating activities		(7,704	)		(2,496	)		(2,420	)

The shares represented by this proxy card will be voted in the manner directed. To the extent permitted by law and applicable stock exchange requirements, if no instructions to the contrary are indicated, the shares will be voted "FOR" all the Proposals, and in accordance with the discretion of the proxies on such other matters as may properly come before the meeting.

~~The~~(Continued ~~accompanying~~and ~~notes~~to ~~are~~be ansigned ~~integral~~on ~~part of~~ the ~~interim~~reverse ~~consolidated financial statements~~side)

-ANNUAL 6AND -SPECIAL GENERAL MEETING OF SHAREHOLDERS OF

~~Tefron~~TEFRON ~~Ltd~~LTD.

	For the three months ended March 31,						For the year ended December 31
	2011			2010			2010
	Unaudited						Audited
	In dollars thousands
Cash flows from investing activities:
Acquisitions of fixed assets		(104	)		(22	)		(111	)
Acquisitions of non tangible assets		-			(1	)		(2	)
Proceeds from disposal of fixed assets		118			4			367
Net cash provided by (used for) investing activities		14			(19	)		254
Cash flows from financing activities:
Short term bank credit, net		(614	)		(11,275	)		(8,052	)
Repayment of long term loans		(138	)		(11,601	)		(11,601	)
Receipt of long term loans		1,950			20,000			20,000
Proceeds from private placement, net		-			-			5,516
Proceeds from rights issue, net		-			3,813			3,760
Net cash provided by financing activities		1,198			937			9,623
Increase (decrease) in cash and cash equivalents		(6,492	)		(1,578	)		7,457
Balance of cash and cash equivalents at beginning of period		9,361			1,904			1,904
Balance of cash and cash equivalents at end of period		2,869			326			9,361

September 22, 2011

~~The~~Please ~~accompanying~~sign, ~~notes~~date ~~are~~and ~~an integral part of the interim consolidated financial statements~~mail

-your 7proxy -card in the

~~Tefron~~envelope ~~Ltd.~~provided as soon

	For the three months ended March 31,				For the year ended December 31
	2011		2010		2010
	Unaudited				Audited
	In dollars thousands
(a) Significant transactions not in cash Acquisition of operations
Operation’s assets on the acquisition date:
Inventory		-		-		1,896
Client base		-		-		1,551
Order backlog		-		-		408
NB brand license		-		-		78
Goodwill		-		-		49
		-		-		3,982
Granting options in the framework of a rescheduling of loans		-		210		-

as possible.

↓ Please detach along perforated line and mail in the envelope provided. ↓

~~The~~PLEASE ~~accompanying~~SIGN, ~~notes~~DATE ~~are~~AND anRETURN ~~integral~~PROMPTLY ~~part~~IN ofTHE ~~the~~ENCLOSED ~~interim~~ENVELOPE. ~~consolidated~~PLEASE ~~financial~~MARK ~~statements~~YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

- 8 -

		FOR	AGAINST	ABSTAIN
1.	to consider and vote upon the approval of the following:
	- To re-elect each of the following directors:
	a. Mr. Arnon Tiberg	o	o	o
	b. Mr. Avi Zigelman	o	o	o
	c. Mr. Yossi Shachak	o	o	o
	d. Mr. Guy Shamir	o	o	o
	e. Mr. Zvi Limon	o	o	o
	f. Mr. Brahm M. Gelfand	o	o	o
2.	Approval of amendments to the Amended and Restated Articles of Association of the Company.	o	o	o
2.	Do you have a personal interest in resolution 2 (MUST BE COMPLETED FOR VOTE TO BE COUNTED)?	Yes o	No o
3.	Approval of amended letters for indemnification for directors and officers of the Company who are not controlling shareholders and/or for which the controlling shareholders have no personal interest.	o	o	o
4.	Approval of an amended letter of indemnification for Guy Shamir, one of the directors in the Company, who may deemed to be a controlling shareholder in the Company.	o	o	o
	Do you have a personal interest in resolution 4 (MUST BE COMPLETED FOR VOTE TO BE COUNTED)?	o	o
5.	Approval of the re-appointment of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young International, as auditors of the Company for the fiscal year ending December 31, 2011 and for the period until the next Annual General Meeting of the shareholders, and to authorize the Board of Directors, upon recommendation of the Audit Committee, to determine the auditors’ compensation.	o	o	o

~~Tefron~~Signature ~~Ltd.~~of Shareholder Date: Signature of Shareholder Date:

Note: 1Please -sign ~~General~~exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

a. These financial statements were prepared in a condensed form as at March 31, 2011 and for the three months period then ended (hereinafter - "interim consolidated financial statements"). These statements should be read together with the Company's annual financial statements as at December 31, 2010 and for the year then ended, and the notes accompanying them ("annual financial statements").

b. During 2010 the Company raised an amount of 9.8 million dollars from its shareholders, acquired operations in the field of "Seamless" products, and reorganized its debts to the banks as follows:

During March 2010, the Company raised a gross amount of 4 million dollars through an issue of rights to its shareholders and a private placement. In addition, on March 2, 2010, the Company signed an agreement with the banks regarding the reorganization of the credit lines and new liabilities to the banks, and on December 24, 2010 it signed an amendment to the final agreement. According to the amendment to the agreement with the banks, the Company must meet new financial covenants which have been agreed with the banks.

On December 30, 2010, the Company signed a number of agreements in the framework of which it acquired, inter alia, operations in the field of "seamless" products of Intimes Nouvelle Seamless Inc. (hereinafter: ""Nouvelle") and an amount of 5.8 million US dollars was invested in the Company by related parties of Nouvelle and by interested parties in the Company.

c. During the three-month periods ended March 31, 2011 and for the year then ended December 31, 2010, the Company recorded losses of dollars 2,347 thousand dollars and 22,686 thousand dollars respectively and had negative cash flows from operating activities of 7,704 thousand dollars and 2,420 thousand dollars respectively. The management's programs to improve its business situation includes absorbing the Nouvelle operations, strengthening its relationships with the new customers that were transferred to the Company, in the framework of the Nouvelle transaction, and continuing efforts to expand its customer base in Europe and in the US, and this with the intention to increase the level of its sales. In addition, continued efforts to make the production floor more efficient and expand operations with suppliers in the Far East.

Moreover, according to the amendment of the agreement with the banks, the Company must meet new financial covenants. The Company's management estimates, as from the date of signing the statement, that the chances of the Company meeting the financial covenants in the coming year are more likely than not - (i.e.: the chances are greater than 50%); although, there is no certainty that it will meet the financial covenants in the coming year, as meeting them is subject to events occurring in the future.

- 9 -

Tefron Ltd.

Note 2 - Significant accounting principles

Format for preparing the interim consolidated financial statements

The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, in accordance with International Accounting Standard 34 "Financial Reporting for Interim Periods" and in accordance with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports) -1970.

The significant accounting policies and methods of calculation used in preparing the interim consolidated financial statements are consistent with those used in preparing the annual financial statements, excluding the following:

IAS 1 (Amended) - Presentation of Financial Statements:

In accordance with the amendment, movement between opening balances and closing balances for every component of other comprehensive income can be presented in the statement of changes in equity or as part of the notes to the annual financial statements. Consequently, the Company chose to present these details in the statement in changes in equity.

The amendment will be applied retrospectively as from January 1, 2011.

IAS 24 – Disclosures in connection with a related party:

The amendment to IAS 24 clarifies the definition of a related party so as to simplify identification of the relationships with a related party and prevent inconsistencies in applying this definition. In addition, companies connected to the government, in the context of the amendment, are given a partial exemption regarding disclosure of transactions with the government and with other companies connected with the government.

The amendment will be applied retrospectively as from January 1, 2011.

IAS 34 – Financial reporting for interim periods:

According to the amendment to IAS 34, additional disclosure requirements in the interim financial statements are required, in connection with circumstances that it is reasonable that they will affect the fair value and classification of financial, transfers of financial instruments between various levels of the rating of fair value, and changes in classification of financial assets.

The amendment will be applied retrospectively as from January 1, 2011.

First implementation of the amendment did not have an effect on the financial statements.

Note 3 – Seasonality

The Company does not identify any seasonal trends in respect of intimate apparel and sportswear. In respect of swimwear, most of the Company's sales are made from December until May. Consideration of such seasonality should be taken into account when studying the operating results.

- 10 -

Tefron Ltd.

Note 4 – Non current assets held for sale

a. On March 3, 2011, the Company decided to discontinue production in the "Cut & Sew" field in Israel, as detailed in Note 5.a. below. The Company made a decision to realize the production assets and started locating a potential buyer. Consequently, the Company classified machinery in an amount of 3,266 thousand dollars from the fixed assets item to the non current assets held for sale item

b. In November of 2010, the Company formulated a plan regarding the sale of old knitting machines in order to purchase new machinery. During December 2010, the Company located a potential buyer for these machines, met with him to discuss the subject and formulated the details of the transaction. The acquisition of the new machinery will serve the Company's needs to meet existing market requirements. Consequently, in 2010 the Company classified knitting machines totaling 2,005 thousand dollars from the fixed assets item to the non current asset held for sale item

Note 5 – Significat events during the period of report

a. Discontinuation of production in the field of "Cut & Sew" field in Israel

On March 3, 2011, the Company decided to discontinue production in the "Cut & Sew" field in Israel. This decision is due to a decline in the level of production in Israel in this field, until reaching minimum production by the end of 2010. The decline in production in Israel started due to the transfer of production lines abroad, and due to the discontinuation of the production of products which cause losses. The Company carries out the design, development, marketing and management operations in the Cut & Sew field in Israel while production is concentrated in countries in the Far East.

b. Granting options to officers and other employees

On March 28, 2011, the Company's Board of Directors approved granting 79,000 option warrants, which can be exercised to 79,000 ordinary shares of NIS 10 par value each, to 3 officers and 3 additional employees in the Company, who are not interested parties in the Company, and will not become interested parties after the grant. The allotment of option warrants to the Offerees is according to the option plan to employees, officers and consultants of the Company. The right to exercise the options vests over a period of three years, as from March 28, 2011. The option price for every option warrant is 3.8 dollar when they are translated to NIS according to the representative rate of the dollar on the date prior to the date of granting.

The market value of the Company's shares on the date of granting was 3.4 dollars. The value of the grant inherent in granting these options, according to the share price on the date of trading on the stock exchange, aggregates 123 thousand dollars. Therefore, the Company recorded expenses of about 1,000 dollars during the period of three months ended March 31, 2011. This expense was presented in general and administrative expenses in the statements of income.

- 11 -

Tefron Ltd.

Note 6 – Operating segments

a. General:

The Group’s companies are engaged in two operating business segments:

Seamless apparel ("Seamless") - Design, development, production and sale of intimate apparel and sportswear by the "seamless" method. Knitted apparel ("Cut & Sew") - Design, development, production and sale of intimate apparel, swimwear and sportswear by the "Cut & Sew" method. Design and production is done mostly in Israel, Jordan and the Far East, while the sale of the finished products is carried out mainly in the USA and Europe.

The Company's two operating segments take place a number of main geographical regions in the world. In Israel, the Company’s place of residence and that of its subsidiary Hi-tex founded by Tefron Ltd., and Macro Clothing Ltd. carry out the design, development, production and sales operations of the intimate apparel, sportswear and swimwear. The subsidiaries, Tefron USA and Tefron England, carry out the marketing and sales operations.

The information that the Company provides in accordance with the IFRS 8 definitions is based on available financial information which is reviewed regularly and is used by the Chief Operating Decision Maker (CODM) so as to make decision regarding the resources to the allocated to segment and in order to evaluate the segment’s performance. The Chief Operating Decision Maker is the CEO. Based on the criteria in IFRS 8 and determining the reportable segment operations, the available financial information is reviewed by the Company's CEO, and the Company determined that it operates in two reportable operating segments.

The Group's financing (including financing costs and financing revenues) and taxes on income are managed on a Group basis and do not relate to operating segments.

- 12 -

Tefron Ltd.

Note 7 – Operating segments

b. Reporting on operating segments:

	For the three months period ended March 31, 2011
	Seamless			Cut & Sew			Total
	Unaudited dollars thousands
Revenues from external parties		20,361			7,567			27,928
Segmental results		(1,857	)		(34	)		(1,891	)
Financial expenses								(384	)
Taxes on income								(72	)
Loss								(2,347	)

	For the three months period ended March 31, 2010
	Seamless			Cut & Sew		Total
	Unaudited dollars thousands
Revenues from external parties		11,424			14,349		25,773
Segmental results		(3,575	)		-		(3,575	)
Financial expenses							(538	)
Tax benefits							859
Loss							(3,254	)

	For the year ended December 31, 2010
	Seamless			Cut & Sew			Total
	Unaudited dollars thousands
Revenues from external parties		52,850			33,194			86,044
Segmental results		(16,278	)		(6,528	)		(22,806	)
Financial expenses								(2,349	)
Tax benefits								2,469
Loss								(22,686	)

- 13 -

BOARD OF DIRECTORS REPORT

ON THE STATE OF THE COMPANY

As of March 31, 2011

The Company's Board of Directors is pleased to present the Board of Directors Report of Tefron Ltd. and its subsidiaries (hereinafter: "Tefron" or "the Company") for the period of three months ended March 31, 2011 (hereinafter: "the period of report"), in accordance with the Securities Regulations (Periodic and Immediate Reports) – 1970.

The Board of Directors Report is attached to the Company's financial statements relating to the period of report and prepared on the assumption that the Board of Directors Report for the year ended December 31, 2010 is available to the reader.

1. General

The Company was established in 1977 in Israel and is one of the leading companies in the world in the field of development, production, marketing and sales of intimate apparel, sportswear and swim and beachwear, which are sold worldwide. The Company's customers are companies with leading brands such as: Reebok, Patagonia, Hanes Brands Industries, J.C. Penney, GAP, Calvin Klein, Victoria's Secret, Wal-Mart, TMGTV, T.J.Maxx and other brands known in the U.S. and Europe.

On December 30, 2010 the Company completed the acquisition of the operations of Intimes Nouvelle Seamless Inc. (hereinafter: "Nouvelle") in the field of intimate apparel products for women manufactured using the "seamless" technology. Completing the transaction is a strategic success in penetrating into customers in the retail market in North America in which the Company has not operated for the past two years using the "seamless" technology. As a result of the transaction the Company has additional customers such as Wal-Mart and T.J. Maxx in the intimate apparel products group, which are characterized by very large purchase orders. As a result of the success of this transaction, sales turnover during the period of report increased compared to sales turnover during the equivalent period in the previous year and increased considerably compared to the quarter prior to the period of report (fourth quarter of 2010). Sales turnover for the whole of 2011 is expected to increase considerably compared to sales turnover in 2010. This investment led to a change in the structure of control in the Company in such a way that the Lieberman family from Canada became the largest shareholders in the Company. The Lieberman family through companies controlled by it and Mivtach Shamir Ltd., hold about 45% of the Company's shares and there is a shareholders agreement between these companies.

The Company's evaluations regarding everything connected with the increase in the Company's sales turnover in 2011 compared to 2010 as mentioned above, is information relating to the future as defined in the Securities Law. Information relating to the future is uncertain information regarding the future based on the Company’s existing information on the date of the report, and includes the Company’s forecasts or its intentions correct as of the date of the report and these are not only dependant on the Company. It is possible that this information, fully or partly, will not be realized or will be realized in a different way, inter alia, due to the following reasons: Financing difficulties, competition, changes in market requirements, changes in customer demands, the Company's ability to maintain its customers, etc.

- 2 -

Condensed results of the consolidated company during the period of report:

The Company's revenues in the first quarter of 2011 aggregated 27.9 million dollars, an increase of 8.4% compared to 25.8 million dollars during the equivalent period in the previous year, and an increase of 61% compared to 17.3 million dollars in the previous quarter.

The operating loss in the first quarter of 2011 aggregated 1.9 million dollars, compared to an operating loss of 3.6 million dollars during the equivalent quarter in the pervious year.

The loss for the first quarter of 2011 aggregated 2.3 million dollars, compared to a loss of 3.3 million dollars during the equivalent period in the previous year.

The EBITDA clause (income before interest, tax, depreciation and amortization) aggregated a positive amount of 269 thousand dollars compared to a negative EBITDA of 1.2 million dollars during the equivalent period in the previous year.

Cash flows used for operating activities in the first quarter of 2011 aggregated 7.7 million dollars, compared to cash flows used for operating activities of 2.5 million dollars during the equivalent period in the previous year.

PART A’ – THE BOARD OF DIRECTORS EXPLANATIONS ABOUT THE COMPANY’S STATE OF THE BUSINESSׂ(GENERAL, RESULTS OF OPERATIONS, SHAREHOLDERS’ EQUITY AND CASH FLOWS)

2. Analysis of the Company's financial position

Current assets

The Company's current assets as of March 31, 2011 aggregated 43.9 million dollars, compared to 38.0 million dollars on December 31, 2010. The increase of 15.6% stems from the increase in the level of sales and the Company's operations. The main increase is due to customers balances of 10.6 million dollars and includes new customers added to the Company, as a result of the Nouvelle transaction. In addition, there was an increase in inventory of 1.4 million dollars, stemming from the increase in the level of the Company's operations. On the other hand, there was a decrease of 6.5 million dollars in cash balances due to the Company's investment in working capital items - customers and inventory which was required to support the increase in the Company's operations.

Non current assets held for sale

In November 2010 the Company formulated a plan relating to the sale of old knitting machines in order to acquire new machinery. During December 2010 the Company located a potential buyer for these machines, met with him to discuss the subject and formulated details of the transaction. The acquisition of the new machinery serves the Company's needs and is intended to meet existing market requirements. Consequently, in 2010 the Company reclassified knitting machines totaling 2,005 dollars from fixed assets to non- current assets held for sale.

In addition, on March 3, 2011, the Company decided to discontinue the production in the Cut & Sew field in Israel. This decision is due to a decline in the levels of production in Israel in this field until reaching minimal production at the end of 2010. The decline in production in Israel was due to the transfer of production lines abroad and due to the discontinuation of the production of losing products. The Company is active in the development, marketing and management of the Cut and Sew segment in Israel, while production is now concentrated in countries in the Far East. Consequently, the Company carried out a reclassification of these machines, whose total balance in the Company is 3.2 million dollars, from the fixed assets item to non current assets held for sale.

- 3 -

Correct as of March 31, 2011 total non current assets held for sale aggregated 5,271 thousand dollars.

Non current assets

The Company’s non current assets as of March 31, 2011, aggregated 37.6 million dollars, compared to 42.7 million dollars on December 31, 2010. The decrease at a rate of 12.0% in non current assets stemmed mainly from depreciation of fixed assets and other assets during the period of report of 1.9 million dollars and reclassification during the period of report of machinery and equipment to non current assets held for sale which aggregated 3.2 million dollars, as mentioned above.

Current liabilities

The Company’s current liabilities as of March 31, 2011 aggregated 31.0 million dollars compared to 26.5 million dollars on December 31, 2010. The increase of 16.8% stemmed mainly from an increase in the balances of trade payables of 6.9 million dollars, and on the other hand a decrease in the balance of other payables of 1.9 million dollars. The increase in the balance of trade payables is due to the increase in operations which were added to the Company as a result of the Nouvelle transaction. The decrease in other payables is from the payment of debts mainly to institutions.

Non current liabilities

The Company’s non current liabilities as of March 31, 2011 aggregated 22.0 million dollars, compared to 20.3 million dollars on December 31, 2010. The increase stems mainly from receiving a long term loan during the period of report of 2.0 million dollars from the Company's bank lenders.

Shareholders’ equity

Shareholders’ equity as of March 31, 2011, aggregated 33.7 million dollars and comprise 38.9% of the total balance sheet, compared to 35.9 million dollars or 43.4% of the total balance sheet on December 31, 2010. The decrease in shareholders’ equity as of March 31, 2011 compared to December 31, 2010 stemmed mainly from the loss during the period of report which aggregated 2.3 million dollars.

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3. Results of operations (development in the statement of income items)

The following is a condensed statement of income of the Company for the first quarters of 2011 and 2010 in thousands of dollars.

	For three months ended March 31
	2011			2010
	Dollars thousands
Sales	$	27,928		$	25,773
Cost of sales, net		24,074			24,829
Gross profit		3,854			944
Selling and marketing expenses		4,690			3,645
General and administrative expenses		1,045			874
Other expenses		10			-
Operating loss		(1,891	)		(3,575	)
Financial expenses, net		(384	)		(538	)
Loss before tax on income		(2,275	)		(4,113	)
Tax benefits (taxes on income)		(72	)		859
Loss	$	(2,347	)	$	(3,254	)

Analysis of operating expenses for the three months ended March 31, 2011 and 2011

The Company’s sales in the first quarter of 2011 aggregated 27.9 million dollars, an increase of 8.4% compared to 25.8 million dollars during the equivalent period in the previous year and an increase of 61% in sales compared to 17.3 million dollars in the fourth quarter of 2010. The main increase in sales compared to the equivalent period in the previous year relates to the increase in intimate and sportswear products in the “Seamless” segment, and results mainly from initial sales to customers which were added to the Company as a result of the Nouvelle transaction, as mentioned above.

The total division into the accounting segments, was an increase of 8.9 million dollars in the Seamless sales segment in the first quarter of 2011 compared to the equivalent period in the previous year, and on the other hand, a decrease of 6.8 million dollars in sales of Cut & Sew products in the first quarter of 2011 compared to the equivalent period in the previous year.

The following is the development in sales in the first quarters of 2011 and 2010 divided into accounting segments:

	Sales
	For the three months ended 31 March
	2011						2010
	( in thousands of dollars)
	Cut & Sew		Seamless		Total		Cut & Sew		Seamless		Total
Sales		7,567		20,361		27,928		14,349		11,424		25,773

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Cost of sales in the first quarter of 2011 aggregated 24.1 million dollars (86.2% of sales) compared to 24.8 million dollars (93.6% of sales) in the first quarter of 2010. The decrease in the cost of sales in the first quarter of 2011 compared to equivalent period in the previous year results mainly from: (1) Success in the turnaround plan that the Company started to implement in the first quarter of 2010 relating to efficiency measures on the production floor, including a decrease in waste in the production process and a cut in supply times for customers, which led to a significant decrease in the level of the use of air transport as a means of transport to customers. In total the Company estimates that the level of success of the turnaround plan in financial terms aggregated over 10 million dollars in terms of operating expenses in 2010. For additional details about the turnaround plan see clause 1.3.8 in Part A’ (the chapter on the description on the Corporation’s business) in the Periodic Report as of December 31, 2010, which was published by the Company on April 7, 2011 (document no. 2011-01-114351); and in addition (2) a decline of 0.5 million dollars in depreciation of fixed assets expenses, stemming from a decrease in the depreciation of assets which were classified as non current assets available for sale, as detailed in the analysis of the Company’s financial position above, and in accordance with the provisions of IFRS 5 and as a result of the impairment in the value of fixed assets made at the end of 2010.

Gross profit – Gross profit in the first quarter of 2011 aggregated 3.9 million dollars (13.8% of sales of 27.9 million dollars) compared to gross profit of 0.9 million dollars (3.7% of sales of 25.8 million dollars) during the equivalent period in the previous year. The increase in gross profit and the rate of gross profit stems from implementing the turnaround plan and a reduction in the Company’s expenses, as mentioned above.

Selling and marketing expenses in the first quarter of 2011 aggregated 4.7 million dollars (16.8% of sales) compared to 3.6 million dollars (14.1% of sales) during the equivalent period in the previous year. The increase of 1.1 million dollars is mainly due to (1) a result of the increase in sales turnover during the period of report, and (2) amortization of intangible assets of 370 thousand dollars created from the acquisition of the Nouvelle operations and first amortized during the period of report.

General and administrative expense in the first quarter of 2011 aggregated 1.0 million dollars compared to 0.9 million dollars during the equivalent period in the previous year.

Operating loss in the first quarter of 2011 aggregated 1.9 million dollars compared to an operating loss of 3.6 million dollars during the equivalent period in the previous year. The reason for the decrease in operating losses is the success in implementing the turnaround plan and the increase in sales as described in the above clauses.

The EBITDA item (earnings before interest, taxes, depreciation and amortization) aggregated a positive balance of 269 thousand dollars compared to a negative EBITDA of 1.2 million dollars for the equivalent quarter in the previous year. The increase in this clause stems from the improvements as a result of implementing the turnaround plan and an increase in sales as described in the above clauses.

Net financial expenses, net aggregated 384 thousand dollars in the first quarter of 2011 compared to net financing expenses of 538 thousand dollars during the equivalent period in the previous year. The decrease in financial expenses in the first quarter of 2011 compared to the equivalent quarter in the previous year stems mainly from lower rate of exchange differences the Company recorded during the period of report compared to the equivalent period in the previous year, mainly as a result of the strengthening of the euro against the dollar and revaluation of customer balances denominated in euros.

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Tax benefits (taxes on income) – in the first quarter of 2011 the Company recorded tax expenses of 72 thousand dollars, compared to tax benefits of 859 thousand dollars during the equivalent period in the previous year. The transition from recording a tax benefit to tax expenses stems from a decrease in the tax asset relating to taxable income in a subsidiary and from not recording tax benefits for losses the Company recorded during the period of report, and this in order to be conservative, and as a result the Company does not have tax reserves which exceed the amount of the deferred tax. The Company has business losses for tax purposes transferred to future years aggregating 51.6 million dollars on March 31, 2011 which can be utilized for an unlimited period. For these balances and for other temporary differences which can be deducted for benefits to employees and a provision for doubtful debts recorded in the financial statements deferred tax assets of 7,718 thousand dollars were recorded in the financial statements (due to the expectation to utilize them as a result of the existence of deferred tax reserves of 6,778 thousand dollars, mainly for fixed assets and due to the expectation of the Company realizing them in a subsidiary against taxable income). According to the provisions of IAS 12 “Taxes on Income” balances of deferred taxes of every legal entity are presented net in the framework of non current assets and non current liabilities.

The loss in the first quarter of 2011 aggregated 2.3 million dollars compared to a loss of 3.3 million dollars during the equivalent period in the previous year. The fully diluted loss per share was 0.4 dollars per share in the first quarter of 2011, compared to a fully dilutes loss per share of 1.5 million dollars during the equivalent period in the previous year. The decrease in the loss per share from the improvement in the Company’s results during the period of report and from the increase in the number of the Company’s shares is a result of raising capital which took place in 2010.

4. Liquidity

Cash flows used for operating activities in the first quarter of 2011 aggregated 7.7 million dollars, compared to 2.5 million dollars during the equivalent period in the previous year. The increase in cash flows used for operating activities in the first quarter of 2011 stems mainly from the Company’s investments in working capital items, mainly trade receivables and inventory, in order to finance the growth in the Company’s operations.

Cash flows provided by investing activities in the first quarter of 2011 aggregated 14 thousand dollars, compared to cash flows used for investing activities of 19 thousand dollars during the equivalent period in the previous year. Cash investments in fixed assets and in other net assets in the first quarter of 2011 aggregated 104 thousand dollars, compared to 23 thousand dollars during the equivalent period in the previous year. The positive cash flows from investing activities in the first quarter of 2011 stems from realizing machinery of 118 thousand dollars.

Cash flows provided by financing activities in the first quarter of 2011 aggregated 1,198 thousand dollars compared to 937 thousand dollars during the equivalent period in the previous year. The positive cash flows from financing activities in the first quarter of 2011 stems mainly from receiving long-term loans of 2.0 million dollars from banks, in the framework of the Company’s agreement with the banks, and less a decline in short term credit lines of 0.6 million dollars.

The balance of cash and cash equivalents as of March 31, 2011 aggregated 2.9 million dollars, compared to 9.4 million dollars on December 31, 2010. The balance of cash declined as a result of the Company’s investments in items of working capital in order to increase the Company’s operations as a result of the Nouvelle transaction, as mentioned above.

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5. Source of financing

In the first quarter of 2011 the Company financed its operations through capital raised from investors in 2010, suppliers credit, bank credit and out of bank credit through factoring companies.

5.1 Raising capital (through an issue to the public and private placement)

In March 2010 the Company raised 4 million dollars gross from a rights offering as described in clause 6.3 to Part B’ (Board of Directors Report) in the Periodic Report as of December 31, 2010, which the Company published on April 7, 2011 (document no. 2011-01-114351).

In December 2010 the Company raised 5.8 million dollars gross from various investors from the Nouvelle transaction as described in clause 1 above and clause 6.9 of Part B’ (Board of Directors Report) in the Periodic Report as of December 31, 2010 which the Company published on April 7, 2011 (document no. 2011-01-114351).

5.2 Out of bank credit - factoring

Occasionally the Company finances its operations by advancing customer payments through external companies. On March 31, 2011 1.3 million dollars were financed through factoring.

5.3 Bank credit

Bank credit is divided as follows:

The balance of short term credit from banks on March 31, 2011 aggregated 5.7 million dollars, compared to 6.2 million dollars on December 31, 2010. Most of this bank credit is in dollars and bears interest at an average rate of Libor + 2%.

The balance of the long-term loans on March 31, 2011 aggregated at 21.5 million dollars compared to 19.8 million dollars on December 31, 2010. The balance of the long-term loans on March 31, 2011 includes current maturities of 150 thousand dollars. In the first quarter of 2011, a loan of 1,950 thousand dollars bearing interest of Libor + 2.55% was received. The loans in 2010 bear interest of Libor + 2.15% and Libor + 2.85%.

On March 31, the credit lines based on an agreement with banks stood at 35.7 million dollars. Of the total credit lines, correct as of March 31, 2011, 26.8 million dollars were utilized through loans and the use of credit lines.

6. Significant data in the framework of a description of the Corporation’s business

6.1 Discontinuation of production in the Cut & Sew field in Israel

On March 3, 2011 the Company decided to discontinue production in the Cut & Sew field in Israel. This decision is based on a decline in the level of production in Israel in this field, reaching minimal production by the end of 2010. The decline in production in Israel was due to the transfer of production lines abroad and due to the discontinuation of the production of losing products. The Company has development, marketing and management operations in the Cut & Sew field in Israel, where the production is now concentrated on countries in the Far East.

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6.2 Granting options to officers and other employees

On March 28, 2011 the Company’s Board of Directors approved the granting of 79,000 option warrants, which can be exercised to 79,000 ordinary shares of the Company of NIS 10 par value each, to three officers and eight additional employees of the Company, who are not interested parties in the Company and will not become interested parties in the Company after granting the options. The allotment of the option warrants to the offerees is done in accordance with an options plan for employees, officers and consultants of the Company. Entitlement to exercise the options vests over a period of three years as from March 28, 2011. The option price for every option will be 3.8 dollars, which will be translated to NIS according to the representative rate of the US dollar on the day prior to the date of granting the options.

6.3 Drawing attention in the Auditors’ Report

The Company noted in note 1c to the financial statements as of March 31, 2011 – Part C’ of this Report, and the Company’s auditors, drew attention, in the Review Report attached to the financial statements, to the Company’s business and losses and the uncertainty connected with meeting the financial covenants with the banks and regarding Management’s plans.

7. A summary of exposure to market risks and the method of their management

7.1 Sensitivity analyses

Sensitivity to changes in the dollar/shekel rates of exchange (in thousands of US dollars

Description of the sensitivity analysis		Increase of 10% in the rate of exchange				Increase of 5% in the rate of exchange				Fair value of financial instruments				Decrease of 5% in the rate of exchange				Decrease of 10% in the rate of exchange
As of March 31, 2011			909				455				(9,093	)			(455	)			(909	)

Sensitivity to changes in the rates of the 3 month Libor interest

Description of the sensitivity analysis		Increase of 10% in the interest rate				Increase of 5% in the interest rate				Fair value value of financial instruments				Decrease of 5% in the interest rate				Decrease of 10% in the interest rate
As of March 31, 2011			(470	)			(235	)			21,638				235				470

For full details regarding the sensitivity analyses see clause 9.6 below.

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7.2 Board of Directors explanations.

Correct as of the balance sheet date the Company has dollar agreements with customers and on the other hand, a considerable part of its expenses are in shekels. A significant change in the rate of exchange of the shekel/dollar can significantly affect the Company’s profitability. Therefore the Company’s exposure to rate of exchange risks is significant.

In order to reduce this exposure, which could change the Company’s profitability, and according to the policy for managing the Company’s market risks, the Company’s policy is to reduce its exposure by the use of various hedging instruments such as forward transactions to hedge the future rate of exchange of the dollar, as detailed in clause 9.3 below.

8. Compensation to interested parties and senior executives

On May 12, 2011 further to the approval of the Audit Committee the Board of Directors approved updating the employment agreement of the Company’s CEO. For additional details, including the explanations of the Audit Committee and Board of Directors see the Company’s Immediate Report dated May 12, 2011, which is included in this Report by way of referral; apart from this there is no significant change compared to that appearing in the Company’s Board of Directors Report as of December 31, 2010.

PART B’ – EXPOSURE TO MARKET RISKS AND METHODS OF THEIR

MANAGEMENT

9. Exposures to market risks and the methods of their management

9.1 The person responsible for managing market risks in the Corporation

The management of market risks in the Corporation is done in accordance with the policy for managing risks decided by the Company’s Board of Directors. The person responsible for managing the Company’s market risks correct as of the date of the report is Mr. Eran Rotem, the Company’s VP Finance.

9.2 Description of the market risks to the which the Company is exposed

The Group is exposed in its operations to a number of market risks including: fluctuations in rates of exchange, changes in the prices of raw materials and transport costs (mainly due to the effect of the increase in the price of fuel on transport costs), changes in the rates of dollar interest, a slowdown in global markets and the level of economic stability of its business partners, customers and suppliers.

9.2.1 Risk of changes in the price of raw materials –

One of the Company’s main raw materials is nylon. The price of nylon increased dramatically in 2009 and 2010 and in the first quarter of 2011 the increasing trend continued. As from May 2011 during the two week prior to the publication of the report, it is clear that the price of nylon has stabilized. The Company is following the fluctuations in the price and tries to adjust the level of inventory of yarns according to sales forecast. In addition, the Company is staking steps to increase prices for customers, but the adjustment of prices to the extent that it is possible is expected to continue for a number of months. It should be mentioned that the information regarding the adjustment of prices to customers is an intention only and forecasts the future, which may not be realized or will be realized in a different way to the Company’s evaluations and forecasts, as a result of circumstances which are not dependant only on the Company, due to it being based on information existing on the date of the report and includes the Company’s evaluations on the date of the report.

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9.2.2 Risks of changes in rates of exchange –

Fluctuations in the rates of exchange of the shekel and the euro against the dollar, affects the Company from two aspects:

a. Payroll expenses and costs of purchasing raw materials – a considerable part of payroll expenses and costs of purchasing raw materials is in shekels. The average rate of exchange of the dollar against the shekel in the first quarter of 2011 declined by 3.6% compared to the equivalent period in the previous year.

b. The effect on the Company’s sales – in the first quarter of 2011, approximately 11.3% of the Company’s sales were denominated in euros. In the first quarter of 2011 the average rate of exchange of the euro against the dollar strengthened by 2.5% compared to the equivalent period in the previous year, and therefore the Company’s sales increased in dollar terms by 80 thousand dollars. A further strengthening in the rate of the euro against the dollar will cause an additional increase in the Company’s sales in Europe in dollar terms.

The effect of the rates of exchange of the shekel and the euro against the dollar includes the exposure resulting from the surplus of revenues over payments in foreign currency or linked to it, and an exposure for the surplus of assets linked to the dollar over liabilities. The Company examines on a current basis the feasibility of purchasing hedging for these exposures in accordance with its hedging policy, and purchases them accordingly.

9.2.3 Interest risks – the Group is exposed to risks due to changes in interest in the market of long-term loans and short-term loans received and which bear variable interest (linked to Libor interest and to the interest based on prime). The balance of the Company’s long-term loans as of March 31, 2011 is 21.5 million dollars. The Company’s credit lines used for short-term credit aggregated 3.8 million dollars at the end of the first quarter of 2011. The dollar Libor interest for three months increased slightly from a level of 0.30% to 0.31% on March 31, 2011. An additional increase in the rate of Libor interest will result in an increase in the Company’s financing costs.

9.2.4 Credit risks –the Company has no significant concentrations of credit risks. Credit risks are likely to be created from exposures to engagements in a number of financial instruments with one body or as a result of an engagement with a number of groups of receivables with similar economic characteristics, whose ability to meet the obligations in expected to be similarly effected from changes in economic or other conditions. The Group’s revenues are mainly from customers in the US and Europe. In the first quarter of 2011, 50.1% of the Company’s sales were to four large customers. A detrimental change in the credit days of the one of these customers is likely to significantly detrimentally affect the Company’s liquidity. The Company follows on a current basis the debts of customers and acts to expand its customer base, in order to reduce credit risks as far as possible.

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9.3 The Corporation’s policy in managing market risks

The management of risks is carried out by the Company in accordance with a policy approved by its Board of Directors. The Board of Directors determines principles for managing risks, as well as specific policy for certain exposures to risks, as described below.

Regarding financial assets and financial liabilities in currencies which are not the Company’s functional currency, the Company’s policy is to reduce the exposure by using various hedging instruments, as detailed below.

Regarding sales, expenses and the cost of materials which are not in the Company’s functional currency, the Company’s policy is to carry out hedging on the rates of exchange through various hedging instruments as will be explained below. The forum handling the subject includes the Company’s VP Finance and Treasurer, who periodically examine together with financial consultants, the level of the Company’s existing hedging transactions for exposures of rates of exchange and determine whether there is a need to change the level of hedging transactions existing on that date. The hedging is carried out through various financial instruments, mainly forward transactions. On March 31, 2011 the Company had forward contracts for 3 million dollars due until June 2011. The total fair value of these contracts on the balance sheet date is an asset of 170 thousand dollars.

Regarding credit risks, most of the Company’s sales are carried out to customers in North America (in the first quarter of 2011 about 81% of total sales are sales to customers in North America), and the Company is acting to reduce the currency exposure caused to it due to the limited sales dispersal.

The following are data regarding the distribution of the Company’s sales according to geographic destinations:

	For the 3 months ended March 31
	2011		2010
	Thousands of dollars
North America		22,616		19,701
Europe		4,193		4,452
Israel		1,119		1,602
Other		-		18
		27,928		25,773

The Company does not have any policy regarding the management of interest risks.

9.4 Means of supervision and implementing policy

Correct as of the date of the report, Mr. Eran Rotem, the Company’s CFO is responsible for carrying out the policy as outlined by the Company’s Board of Directors. In the framework of meetings of the Board of Directors and its committees from time to time discussions take place on subjects relating to market risks or alternatively, should an exceptional event occur, discussions take place in connection with the balance sheet and cash flow exposure. The Board of Directors considers from time to time, the need for taking financial strategic steps in order to reduce exposure risks.

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9.5 The report on linkage bases

The following are the terms of linkage of the Company’s balance sheet balances as of March 31, 2011 and December 31, 2010:

	March 31, 2011
	In dollars			In NIS			In Euros		In other currencies		Non monetary balances		Total
	Thousands of dollars
Assets
Cash and cash equivalents		2,747			-			78		44		-		2,869
Short-term investments		731			-			-		-		-		731
Trade receivables		15,707			495			2,889		848		-		19,939
Other receivables		2,087			203			13		-		-		2,303
Inventory		-			-			-		-		18,036		18,036
Deferred taxes, net		-			-			-		-		947		947
Non current assets held for sale		-			-			-		-		5,271		5,271
Fixed assets and other assets		-			-			-		-		36,608		36,608
Total assets		21,272			698			2,980		892		60,862		86,704
Liabilities
Credit from banks		3,971			1,759			-		-		-		5,730
Trade payables		12,818			5,190			692		33		-		18,733
Other payables		4,186			2,324			-		-		-		6,510
Long-term loans from banks		21,488			-			-		-		-		21,488
Liabilities for employee benefits, net		-			518			-		-		-		518
Total liabilities		42,463			9,791			692		33		-		52,979
Surplus of assets over liabilities		(21,191	)		(9,093	)		2,288		859		60,862		33,725

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	December 31, 2010
	In dollars			In NIS			In Euros			In other currencies		Non monetary balances		Total
	Thousands of dollars
Assets
Cash and cash equivalents		8,864			151			28			318		-		9,361
Short-term investments		731			-			-			-		-		731
Trade receivables		8,068			93			685			493		-		9,339
Other receivables		1,157			703			15			3		-		1,878
Inventory		-			-			-			-		16,664		16,664
Deferred taxes, net		-			-			-			-		972		972
Non current assets held for sale		-			-			-			-		2,088		2,088
Fixed assets and other assets		-			-			-			-		41,719		41,719
Total assets		18,820			947			728			814		61,443		82,752
Liabilities
Credit from banks		5,809			385			-			-		-		6,194
Trade payables		5,142			5,915			784			23		-		11,864
Other payables		1,093			7,357			-			-		-		8,450
Long-term loans from banks		19,818			-			-			-		-		19,818
Liabilities for employee benefits, net		-			516			-			-		-		516
Total liabilities		31,862			14.173			784			23		-		46,842
Surplus of assets over liabilities		(13,042	)		(13,226	)		(56	)		791		61,443		35,910

9.6 Sensitivity analysis

The reporting is mainly quantitative and in addition there is qualitative reporting when needed. The reporting includes sensitivity analysis to the fair value of the recognized components. In the framework of the sensitivity analyses the affect of changes in market prices on the fair value of these components is examined. In the framework of the sensitivity analyses tests were made – as a result of changes above and below certain rates in market prices. The items exposed to various risk (e.g.: rates of exchange and interest) were presented a number of times in order to examine the sensitivity to every risk separately.

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All the sensitivity analyses were done comparing the fair value of the financial instruments as of March 31, 2011 and December 31, 2010. Sensitivity analyses were made for financial instruments whose sensitivity to changes in various factors are significant.

Sensitivity to changes in the rates of exchange dollar / shekel

	As of March 31, 2011
	Profit (loss) from changes in fair value						Fair value			Profit (loss) from changes in fair value
	10%			5%						-5%			-10%
Expected rate of exchange	$1=3.83NIS			$1=3.65NIS			$1=3.48NIS			$1=3.31NIS			$1=3.13NIS
	Thousands of dollars
Trade receivables		(50	)		(25	)		495			25			50
Other receivables		(20	)		(10	)		203			10			20
Short term credit from banks		176			88			(1,759	)		(88	)		(176	)
Trade payables		519			260			(5,190	)		(260	)		(519	)
Other payables		232			116			(2,324	)		(116	)		(232	)
Liability for employee benefits, net		52			26			(518	)		(26	)		(52	)
Total		909			455			(9,093	)		(455	)		(909	)

Sensitivity to changes in the rates of 3 month dollar Libor interest

All the Company’s long-term loans are denominated in dollars and bear interest with a fixed margin over Libor. The following table presents the effect of changes of 5% or 10% in the rates of interest on the fair value of the long-term loans. The following calculation relates to cash flow exposures and not to changes in fair value for long-term loans of 21,638 thousand dollars.

Description of the sensitivity analysis		Increase of 10% in the rate of interest				Increase of 5% in the rate of interest				Fair value of long-term loans				Decrease of 5% in the rate of interest				Decrease of 10% in the rate of interest
As of March 31, 2011			(470	)			(235	)			21,638				235				470

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Sensitivity to changes in the rate of exchanges to the dollar/shekel

	As of December 31, 2010
	Profit (loss) from changes in fair value						Fair value			Profit (loss) from changes in fair value
	10%%			5%						-5%			-10%
Expected rate of exchange	$1=3.90NIS			$1=3.73NIS			$1=3.55NIS			$1=3.37NIS			$1=3.19NIS
	Thousands of dollars
Cash and cash equivalents		(15	)		(8	)		151			8			15
Trade receivables		(9	)		(5	)		93			5			9
Other receivables		(70	)		(35	)		703			35			70
Short term credit from banks		39			19			(385	)		(19	)		(39	)
Trade payables		592			296			(5,915	)		(296	)		(592	)
Other payables		736			368			(7,357	)		(368	)		(736	)
Liability for employee benefits, net		52			26			(516	)		(26	)		(52	)
Total		1,325			661			(13,226	)		(661	)		(1,325	)

Sensitivity to changes in the rates of 3 months dollar Libor interest

All the Company’s long-term loans are nominated in dollars and bear interest with a fixed margin above Libor. The following table presents the effect of a change of 5% or 10% in rates of interest on the fair value of the long-term loans. The following calculation relate to the cash flow exposures and not to changes in fair value of long-term loans of 19,818 thousand dollars.

Description of the sensitivity analysis		Increase of 10% in the rate of interest				Increase of 5% in the rate of interest				Fair value of long-term loans				Decrease of 5% in the rate of interest				Decrease of 10% in the rate of interest
As at December 31, 2010			(475	)			(237	)			19,818				237				475

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Sensitivity to changes in the shekel prime rate

The Company sometimes takes loans with interest linked to the short-term prime rate. Correct as of March 31, 2011, the Company did not have shekel loans linked to prime interest. The Company has an overdraft balance linked to prime interest of NIS 6.1 million. As it usually takes loans linked to short-term prime interest, for small amounts, and as it has the ability to change the mix of overdrafts and short-term loans between the prime linked tracks and foreign currency tracks linked to Libor interest, the Company does not identify a significant risk which is likely to occur as a result of fluctuations in prime interest rates.

PART C’ - ASPECTS OF CORPORATIVE GOVERNANCE

10. Directors with accounting and financial expertise

According to the provisions of section 92(a)(12) of the Companies Law and the Companies Regulations (Conditions and Tests for a Director with Financial and Accounting Expertise and a Director with Professional Eligibility) – 2005 (hereinafter in this clause: “the Regulations”), the Company’s Board of Directors on March 8, 2006 decided that the minimum number of directors with accounting and financial expertise which the Company should have is two directors, and this considering the nature of the accounting matters and accounting control matters which arise in the preparation of the Company’s financial statements, in view of the field of the Company’s operations and the size and complexity of the Company, and considering the composition of the Company’s Board of Directors in general which includes people with business, management and professional experience which enable them to meet the tasks imposed on them in managing the Company, including reporting tasks.

In the opinion of the Board of Directors, a director with financial and accounting skill, is a director who has the academic education in economic and/or accounting fields, and in addition has management, business, economic or accounting experience which proves his knowledge and understanding in the relevant accounting and financial fields relating to the Company’s operations.

Correct as of the date of this report, at least three of the directors have accounting and financial skills in accordance with the provisions of Section 92(a)(12) of the Companies Law and Expertise Regulations and this based on their education and experience: Mr. Yossi Shahak, Mr. Avi Zigelman and Mr. Aviram Lahav.

11. The Company’s internal auditor

There is no significant change relating to data regarding the internal auditor, as presented in the Periodic Report for the year ended December 31, 2010.

In 2010 and during the first quarter of 2011 two internal audit reports were submitted and discussed on the subjects of inventory in process and finished goods inventory, and collections from customers. On May 8, 2011 a discussion took place in the Audit Committee on the Internal Auditor’s report.

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12. Process of approving the interim and annual financial statements

The Company’s Board of Directors is the organ which discusses the quarterly and annual financial statements and approves them after the Committee for Examining the Financial Statements (hereinafter: the “Committee”) which meets earlier than the meeting of the Board of Directors on the subject, examines the draft financial statements together with the Company’s management and its auditor, and issues it recommendation on this subject, in accordance with the provisions of the Companies Regulations (Directives and Conditions relating to the Process of Approving the Financial Statements) – 2010.

The following are details of the composition of the Committee for Examining the Financial Statements:

Name Function Eli Admoni – chairman External director Aviram Lahav External director Avi Zigelman Director

The Committee comprises three members: Eli Admoni - External director (Chairman); Aviram Lahav- External director and Avi Zigelman. Aviram Lahav and Avi Zigelman have have the ability to read and understand financial statements.. All the members of the Committees issued a declaration as required by law. For details of the abilities, education, experience and knowledge of Aviram Lahav and Avi Zigelman, as a result of which the Company sees them as having accounting and financial expertise, and the ability to read and understand financial statements, see clause 12 of Part D’ of the Annual Report as of December 31, 2010 – Additional Details about the Corporation. For details of the ability, education, experience and knowledge of Mr. Eli Admoni, as a result of which the Company sees him as having the ability to read and understand financial statements, see clause 12 of Part D’ of the Annual Report as of December 31, 2010 – Additional Details about the Corporation.

The Company’s financial statements as of March 31, 2011 were discussed at the meeting of the Committee which took place on May 8, 2011. Among others, the following were invited to the meeting: the Company’s Auditor and Internal Auditor. In practice all members of the Committee participated, Messrs. Eli Admoni, Avi Zigelman and Aviram Lahav. In addition Mr. Arnon Tieberg Chairman of the Board of Directors and Mr. Yossi Shahak, a director and member of the Audit Committee participated as observers. On behalf of the Company the following participants participated – Mr. Amit Meridor, the Company’s CEO; Eran Rotem, the Company’s CFO, Orna Merom the Company’s Legal Advisor and Secretary, and Ofir Zigman – the Company’s Corporate Controller.; and in addition Mr. Ilan Gizbar, CPA of the Company’s auditing firm, Kost Forer Gabbay and Kasirer, and the Company’s legal advisor Ben Lifatz of the legal firm Gross Kleinhendler, Hodek, Halevy, Greenberg & Co. – the Company’s external lawyers.

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In the framework of the meeting, Eran Rotem reviewed and presented the financial statements and various matters relating to the financial statements, including evaluations and estimates made in connection with these statements, the audit processes connected with the financial reporting, the completeness and suitability of the disclosure in the financial statements, the accounting policy and the accounting treatment implemented regarding significant matters and evaluations. Based on the review and information presented by Eran Rotem, a discussion took place, questions were asked and remarks made and responses and explanations given by Eran Rotem and the auditors also relating to the subjects. The Committee was informed that all the amendments and consequences will be included in the final version of the financial statements. In view of this, the Committee formulated written recommendations relating to the Company’s financial statements as of March 31, 2011. The draft financial statements and draft Board of Directors Report were sent for the perusal of the Company’s Board of Directors on May 4, 2011. 8 days prior to the Board of Directors meeting which are 4 business days prior to the Board of Directors meeting. The draft recommendations of the Committee were sent to the Directors on May 11, 2011, one business day prior to the meeting of the Board of Directors. This period of time was found to be reasonable in the opinion of the Company’s Board of Directors.

The Company’s financial statements were discussed and approved at the meeting of the Company’s Board of Directors which took place on May 12, 2011. In the framework of the meeting of the Board of Directors and analysis of the financial statements and results of operations and various matters relating to the financial statements was made by the Company’s CEO, Company’s CFO as detailed below. In the framework of the Board of Directors meeting the following directors participated: Messrs. Arnon Tieberg, Eli Admoni, Avi Zigelman, Guy Shamir, Yossi Shahak and Aviram Lahav. In addition, Amit Meridor, the Company’s CEO, Eran Rotem – the Company’s CFO, Orna Merom - the Company’s Legal Advisor, Ilan Gizbar CPA of the Company’s auditing firm Kost Forer Gabbay and Kasirer, and Adv. Ben Lifatz of the Company’s legal office of Gross, Kleinhendler, Hodek, Halevy, Greenberg and Co. – the Company’s external lawyers.

13. Disclosure regarding an independent director

Correct as of the date of publishing this report, the Company has not adopted in its Articles the provisions stated in Section 219(e) of the Companies Law – 1999, regarding determining the rate of independent directors.

14. Critical accounting estimates

In the preparation of the financial statements in accordance with IFRS Standards, the Company’s Management is required to use estimates and to assume assumptions regarding transactions or matter whose effect on the financial statements cannot exactly be determined on the date of their preparation. The estimates and evaluations are continuously being examined and are based on past experience and on additional factors, including expectations regarding future events which are considered to be reasonable in view of existing circumstances.

The Company makes estimates and assumptions regarding the future. From their very nature it is rare that the accounting estimates made will be identical with actual results. The estimates and assumptions, about which there is a considerable risk that significant adjustments will have to be made in the books relating to assets and liabilities during the coming financial year, are set forth in Note 2b to the consolidated financial statements included in the Periodic Report for 2010.

Tefron’s Board of Directors and Management express their appreciation to Tefron’s employees.

Arnon Tieberg Chairman of the Board Amit Meridor CEO

Misgav, May 12, 2011

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