UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549










FORM 20-F










|o | REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------



OR



|x | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the
fiscal year ended December 31, 2012



OR



|o | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the
transition period from _______ to _______



OR



|o | SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



Date of
event requiring this shell company report...........................



Commission
file number 001-34929



SODASTREAM
INTERNATIONAL LTD.

(Exact name
of Registrant as specified in its charter)



Not Applicable

(Translation
of Registrant’s name into English)



Israel

(Jurisdiction
of incorporation or organization)



Gilboa
Street,

Airport
City70100, Israel

(Address of
principal executive offices)



Daniel
BirnbaumChief Executive OfficerSodaStream International Ltd.Gilboa StreetAirport City 70100, IsraelTelephone: +972 (3) 976-2301Facsimile: +972 (3) 973-6673

(Name, telephone,
e-mail and/or facsimile number and address of company contact person)



Securities registered or to be
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                        |  | Name
    of each exchange on which registered
|---------------------------------------------- |  | ---------------------------------------------
|Ordinary Shares, par value NIS 0.645 per share |  | The Nasdaq Global Select Market              



Securities registered or to be
registered pursuant to Section 12(g) of the Act: None.



Securities for which there is
a reporting obligation pursuant to Section 15(d) of the Act: None.



Indicate the number of outstanding
shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2012, the registrant had outstanding 20,611,208 ordinary shares, par value 0.645 per share.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesxNoo



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.YesoNox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesoNoo



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer. See the definitions of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):



|Large
    accelerated filerx |  | Accelerated filero |  | Non-accelerated filero
|---------------------------- |  | ------------------ |  | ----------------------



Indicate by check mark which basis
for accounting the registrant has used to prepare the financing statements included in this filing:



|U.S.
    GAAPo |  | International
    Financial Reporting Standards as issued by theInternational Accounting Standards Boardx |  | Othero
|-------------- |  | --------------------------------------------------------------------------------------------------------- |  | ------



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.oItem 17oItem 18



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). YesoNox











TABLE OF
CONTENTS



|Introduction                                                                              | 1  
|----------------------------------------------------------------------------------------- | ---
|Special
    Note Regarding Forward-Looking Statements                                     | 1  
|                                                                                          |    
|PART I                                                                                    |    
|Item
    1. Identity of Directors, Senior Management and Advisers                         | 1  
|Item
    2. Offer Statistics and Expected Timetable                                       | 1  
|Item
    3. Key Information                                                               | 2  
|Item
    4. Information on the Company                                                    | 15 
|Item
    4A. Unresolved Staff Comments                                                    | 23 
|Item
    5. Operating and Financial Review and Prospects                                  | 23 
|Item
    6. Directors, Senior Management and Employees                                    | 37 
|Item
    7. Major Shareholders and Related Party Transactions                             | 49 
|Item
    8. Financial Information                                                         | 52 
|Item
    9. The Offer and Listing                                                         | 53 
|Item
    10. Additional Information                                                       | 54 
|Item
    11. Quantitative and Qualitative Disclosures About Market Risk                   | 63 
|Item
    12. Description of Securities Other than Equity Securities                       | 64 
|                                                                                          |    
|PART II                                                                                   |    
|Item
    13. Defaults, Dividend Arrearages and Delinquencies                              | 64 
|Item
    14. Material Modifications to the Rights of Security Holders and Use of Proceeds | 64 
|Item
    15. Controls and Procedures                                                      | 64 
|Item
    16. [Reserved]                                                                   | 65 
|Item
    16A. Audit Committee Financial Expert                                            | 65 
|Item
    16B. Code of Ethics                                                              | 65 
|Item
    16C. Principal Accountant Fees and Services                                      | 65 
|Item
    16D. Exemptions from the Listing Standards for Audit Committees                  | 66 
|Item
    16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers      | 66 
|Item
    16F. Change in Registrant’s Certifying Accountant                                | 66 
|Item
    16G. Corporate Governance                                                        | 66 
|                                                                                          |    
|PART III                                                                                  |    
|Item
    17. Financial Statements                                                         | 66 
|Item
    18. Financial Statements                                                         | 66 
|Item
    19. Exhibits                                                                     | 66 
|Signatures                                                                                | 67 
|Index
    to Consolidated Financial Statements                                            | F-1











INTRODUCTION



In this annual
report, the terms “SodaStream,” “we,” “us,” “our” and “the company”
refer to SodaStream International Ltd. and its consolidated subsidiaries. References to “Euros” or “€”
are to the Euro, the official currency of the European Union; references to “U.S. Dollars,” “$” or “dollars”
are to U.S. dollars; and references to “NIS” are to New Israeli Shekels.



Throughout
this annual report, we refer to various trademarks, service marks and trade names that we use in our business. SodaStream®
and Soda-Club® are some of our registered trademarks. Fizz ChipTM is one of our trademarks. We also have a number
of other registered trademarks, service marks and pending applications relating to our products. Other trademarks and service
marks appearing in this annual report are the property of their respective holders.



SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS



This annual
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities
Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the safe harbor provisions
of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions
and on information currently available to our management. Forward-looking statements include information concerning our possible
or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential
growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements include all statements
that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,”
“seeks,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “projects,” “should,” “would” or similar expressions
that convey uncertainty of future events or outcomes and the negatives of those terms. These statements include, but are not limited
to, statements regarding:



| | • | our continued expansion
                                                                     into the United States;
| | - | --------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                     

| | • | our plans to increase our
                                                                     installed base in our markets and generate ongoing demand
                                                                     for consumables;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                               

| | • | our intent to use certain
                                                                     marketing techniques for expansion into new markets;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                    

| | • | the estimated cost of constructing,
                                                                     and the timing of completion of, an additional manufacturing
                                                                     facility;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                     

| | • | our intention to increase
                                                                     the number of stores in each region where we sell our products;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                               

| | • | our belief that the sale
                                                                     of soda makers will increase the sale of consumables;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                    

| | • | future product developments
                                                                     and our plans for the SodaStream Inside program, including
                                                                     our plans to license our proprietary carbonating technology
                                                                     to third parties;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                    

| | • | our intent to enter new
                                                                     markets in collaboration with distributors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                         

| | • | our ability to continue
                                                                     to lower production costs and increase gross margins; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                       

| | • | our belief that we have
                                                                     sufficient inventory to continue manufacturing during the
                                                                     time it would take us to locate and qualify an alternative
                                                                     source of supply for our raw materials.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The forward-looking
statements contained in this annual report reflect our views as of the date of this annual report about future events and are
subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results
to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance
or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important
factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but
not limited to, those factors described in “Item 3.D — Risk Factors,” “Item 4 — Information
on the Company” and “Item 5 — Operating and Financial Review and Prospects.”



All of the
forward-looking statements we have included in this annual report are based on information available to us on the date of this
annual report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.



PART I



| | Item 1. | IDENTITY
                                                                                           OF DIRECTORS, SENIOR MANAGEMENT AND
                                                                                           ADVISERS
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Not applicable.



| | Item 2. | OFFER
                                                                                           STATISTICS AND EXPECTED TIMETABLE
| | ------- | ----------------------------------------------------------------------------------------------------------------------------------



Not applicable.



1







| | Item 3. | KEY
                                                                                           INFORMATION
| | ------- | ----------------------------------------------------------------------------------------------------------



| | A. | Selected Financial Data
| | -- | -----------------------



You should
read the following selected consolidated financial data in conjunction with “Item 5 — Operating and Financial
Review and Prospects” and our consolidated financial statements and the related notes appearing elsewhere in this annual
report. The following table sets forth our selected consolidated financial and other financial and operating data. Historical
results are not indicative of the results to be expected in the future. Our financial statements have been prepared in accordance
with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.
The consolidated statements of operations data for each of the years in the three-year period ended December 31, 2012 and the
consolidated balance sheet data as of December 31, 2011 and December 31, 2012 are derived from our audited consolidated financial
statements appearing elsewhere in this annual report. The consolidated statements of operations data for the years ended December
31, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008, 2009 and 2010 are derived from our audited
consolidated financial statements that are not included in this annual report. The information presented below under the caption
“Other financial and operating data” contains information that is not derived from our financial statements.



Beginning
with the period commencing on January 1, 2012, we changed our reporting currency to the U.S. Dollar. Previously, we had
presented our annual and quarterly consolidated balance sheets and related consolidated statements of operations and cash
flows in Euros. The change in reporting currency is to better reflect the importance of the U.S. market to our current and
future business plans. The comparative periods were translated (restated) into the new reporting currency using the exchange
rate as of January 1, 2012 of €1.00 = $1.2973.



|(in thousands, except share                                 |  | Year Ended December 31, |          
|----------------------------------------------------------- |  | ----------------------- | ---------
|and per share amounts)                                      |  | 2008                    |          
|Consolidated
    statements of operations data:             |  |                         |          
|Revenues                                                    |  | $                       | 129,664  
|Cost of revenues                                            |  |                         | 58,655   
|Gross profit                                                |  |                         | 71,009   
|Operating expenses:                                         |  |                         |          
|Sales and marketing                                         |  |                         | 41,752   
|General and administrative                                  |  |                         | 16,443   
|Other income, net                                           |  |                         | (25      
|Total
    operating expenses                                |  |                         | 58,170   
|Operating income                                            |  |                         | 12,839   
|Interest expense (income),
    net                          |  |                         | 3,557    
|Other
    financial expenses (income), net                  |  |                         | 2,146    
|Total
    financial expenses (income), net                  |  |                         | 5,703    
|Income before income tax                                    |  |                         | 7,136    
|Income
    tax                                              |  |                         | 6,448    
|Net
    income                                              |  | $                       | 688      
|Net income per ordinary share:                              |  |                         |          
|Basic                                                       |  | $                       | 0.12     
|Diluted                                                     |  | $                       | 0.09     
|Shares used in computing
    net income per ordinary share: |  |                         |          
|Basic                                                       |  |                         | 5,850,228
|Diluted                                                     |  |                         | 9,629,991



2









|                                                |  | Year Ended December 31, |       
|----------------------------------------------- |  | ----------------------- | ------
|(in thousands)                                  |  | 2008                    |       
|Other financial and operating data (unaudited): |  |                         |       
|Total number of soda makers sold                |  |                         | 877   
|Total number of CO2 refills sold (1)            |  |                         | 7,700 
|EBITDA (2)                                      |  | $                       | 13,256
|Adjusted EBITDA (3)                             |  | $                       | 14,276
|Adjusted net income (3)                         |  | $                       | 1,583 
|Cash dividends declared                         |  | $                       | -     
|                                                |  |                         |       

|                                                        |  | As of December 31, |       
|------------------------------------------------------- |  | ------------------ | ------
|(in thousands)                                          |  | 2008               |       
|Consolidated balance sheet data:                        |  |                    |       
|Cash and cash equivalents                               |  | $                  | 5,642 
|Bank deposits                                           |  |                    | -     
|Working capital (4)                                     |  |                    | 9,619 
|Total assets                                            |  |                    | 89,101
|Loans and borrowings (including short-term obligations) |  |                    | 23,778
|Shareholders’ loans                                     |  |                    | 15,002
|Total liabilities                                       |  |                    | 77,023
|Total shareholders’ equity                              |  |                    | 12,078
|                                                        |  |                    |       



| | (1) | The CO2 refills are sold
                                                            in exchangeable CO2 cylinders of different sizes. For the
                                                            purpose of comparison, we have adjusted the number of CO2
                                                            refills to be equivalent to one “standard” 60-liter cylinder
                                                            size.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | EBITDA is a non-IFRS measure and
                                                            is defined as earnings before interest expense, taxes, depreciation
                                                            and amortization. We present EBITDA as a supplemental performance
                                                            measure because we believe that it facilitates operating performance
                                                            comparisons from period to period and company to company by backing
                                                            out potential differences caused by variations in capital structures
                                                            (affecting interest expenses, net), tax positions (such as the impact
                                                            on periods or companies of changes in effective tax rates) and the
                                                            age and book depreciation and amortization of fixed and intangible
                                                            assets, respectively (affecting relative depreciation and amortization
                                                            expense, respectively).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



EBITDA
should be considered in addition to results prepared in accordance with IFRS, but should not be considered in isolation or as
a substitute for operating income or other statement of operations items prepared in accordance with IFRS as a measure of our
performance. EBITDA does not take into account our debt service requirements and other commitments, including capital expenditures,
and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. In addition, EBITDA,
as presented in this annual report, may not be comparable to similarly titled measures reported by other companies due to differences
in the way that these measures are calculated.



| | (3) | Adjusted EBITDA is a non-IFRS measure
                                                            and is defined as earnings before interest, income tax, depreciation
                                                            and amortization, and further eliminates the effect of non-cash share-based
                                                            compensation expense (the “Share-Based Compensation”)
                                                            and a discontinued management fee expense paid to Fortissimo Capital
                                                            Fund GP, L.P. in 2008, 2009 and 2010 (the “Fortissimo Payments”).
                                                            Adjusted net income is a non-IFRS measure and is defined as net income
                                                            calculated in accordance with IFRS as adjusted for the impact of Share-Based
                                                            Compensation and for the impact of the Fortissimo Payments. We use
                                                            Adjusted net income and Adjusted EBITDA as measures of operating performance
                                                            because they assist us in comparing performance on a consistent basis,
                                                            as they remove from our operating results the impact of one-time costs
                                                            associated with non-recurring events and non-cash items such as Share-Based
                                                            Compensation, which can vary depending upon accounting methods.
                                                            We believe that Adjusted EBITDA facilitates operating performance
                                                            comparisons from period to period and company to company by backing
                                                            out potential differences caused by variations in capital structures
                                                            (affecting interest expense, net), tax positions (such as the impact
                                                            on periods or companies of changes in effective tax rates) and the
                                                            age and book depreciation and amortization of fixed and intangible
                                                            assets, respectively (affecting relative depreciation and amortization
                                                            expense, respectively) and that Adjusted net income and Adjusted EBITDA
                                                            are useful to an investor in evaluating our operating performance
                                                            because they are widely used by investors, securities analysts and
                                                            other interested parties to measure a company’s operating performance
                                                            without regard to one-time costs associated with non-recurring events
                                                            and without regard to non-cash items.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Working capital is defined as (i)
                                                            total current assets, excluding cash and cash equivalents, minus (ii)
                                                            total current liabilities, excluding loans and borrowings and shareholders’
                                                            loans.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3







|                                                               |  | Year Ended December 31, |       
|-------------------------------------------------------------- |  | ----------------------- | ------
|(in thousands)                                                 |  | 2008                    |       
|Reconciliation of net income to EBITDA and to adjusted EBITDA: |  |                         |       
|Net income                                                     |  | $                       | 688   
|Interest expense (income), net                                 |  |                         | 3,557 
|Income tax expense                                             |  |                         | 6,448 
|Depreciation and amortization                                  |  |                         | 2,563 
|EBITDA                                                         |  | $                       | 13,256
|Management fee                                                 |  |                         | 702   
|Share-based payment                                            |  |                         | 318   
|Adjusted EBITDA                                                |  | $                       | 14,276



|                                                     |  | Year Ended December 31, |      
|---------------------------------------------------- |  | ----------------------- | -----
|(in thousands)                                       |  | 2008                    |      
|Reconciliation of net income to adjusted net income: |  |                         |      
|Net income                                           |  | $                       | 688  
|Management fee                                       |  |                         | 702  
|Share-based payment                                  |  |                         | 318  
|Income tax effect of the foregoing                   |  |                         | (125 
|Adjusted net income                                  |  | $                       | 1,583



4







| | B. | Capitalization and Indebtedness
| | -- | -------------------------------



Not applicable.



| | C. | Reasons for the Offer and
                                                                  Use of Proceeds
| | -- | -----------------------------------------------------------------------------------------------------------



Not applicable.



| | D. | Risk Factors
| | -- | ------------



Our business
faces significant risks. You should carefully consider all of the information set forth in this annual report and in our other
filings with the United States Securities and Exchange Commission (“SEC”), including the following risk factors. Our
business, financial condition or results of operations could be materially adversely affected by any of these risks. This report
also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those
anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere
in this report and our other SEC filings. See also “Special Note Regarding Forward-Looking Statements.”



Risks Related
to our Business and Industry



A key element of our strategy
is to expand in target markets, primarily the United States, and our failure to do so would have a material adverse effect on
our future growth and prospects.



A key
element of our strategy is to grow our business by expanding sales of our soda makers, CO2 refills and other
related consumables in certain existing markets that we believe have high growth potential and in select new markets. In
particular, we are focusing our growth efforts on the United States, the world’s largest market for carbonated
beverages and our most important potential growth market. Our success depends, in large part, upon long-term consumer
acceptance and adoption of our products. Consumer tastes and preferences differ in the markets into which we are expanding as
compared to those in which we already sell a significant amount of products. We will face several challenges in achieving
consumer acceptance and adoption of our home beverage carbonation systems in those markets, including consumers’ desire
to carbonate beverages at home rather than purchasing carbonated beverages and consumers’ willingness to exchange empty
CO2 cylinders for filled CO2 cylinders. There can be no assurance that we will meet any of these
challenges in our existing markets or new markets we are targeting, and the failure to do so would adversely affect our growth
in a particular market and may adversely affect our strategy, future growth and prospects.



Our marketing campaigns
and media spending might not result in increased sales or generate the levels of product and brand awareness we desire, which
may adversely affect our future growth and prospects.



Our products
are ultimately sold to consumers and, therefore, our future growth depends in large part on our ability to create awareness of
our products and our brand. To create and maintain this awareness, we engage in extensive advertising and promotional campaigns
in certain key markets that we believe have significant growth potential. Our future growth and profitability depend in part on
the effectiveness and efficiency of these campaigns and our media spending, including our ability to:



| | • | raise awareness of our home
                                                                    beverage carbonation system and brand;
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                       

| | • | determine the appropriate
                                                                    creative message and media mix for future expenditures;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                      

| | • | create and tailor specific
                                                                    advertisements and promotion campaigns for each country in
                                                                    which we distribute; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                       

| | • | effectively manage advertising
                                                                    costs, including creative and media costs, to maintain acceptable
                                                                    costs per sale and operating margins.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have significantly
expanded our U.S. retail presence over the last year; however, we believe that our ability to drive sales of our products depends
on raising awareness of our brand. The United States differs from most European markets because of the higher propensity in the
United States to consume carbonated beverages other than sparkling water. This is requiring us to market our products differently
than we have in our key European markets. We allocate a significant portion of our annual media spend on marketing campaigns targeted
at the United States. These campaigns will require significant financial resources and may require additional funds depending
on the results they generate.



There can be
no assurance that our marketing campaigns will result in increased revenues or increased product or brand awareness, and we may
not be able to increase our sales at the same rate as we increase our advertising expenditures, any of which could have a material
adverse effect on our business and results of operations.



5







Our ability to grow our
business successfully depends on whether we can develop and implement a production and operating infrastructure that can effectively
support our growth in our target markets.



We are
targeting certain markets for growth, including the United States. Achieving and successfully managing growth in our target
markets will require us to develop and implement a production and operating infrastructure including, among other things,
infrastructure and logistics for our products’ distribution and supply chain, quality assurance controls, product
development and manufacturing of our products, information technology and financial control systems. In addition, we will
need to continue to develop the infrastructure for consumers to conveniently exchange empty CO2 cylinders for
filled ones, whether through retailers or otherwise. The development and implementation of our infrastructure will require
significant additional investment as our business grows and becomes increasingly complex in these markets. Our future results
will depend on management’s ability to successfully implement these initiatives on a larger scale, particularly in the
United States. Failure to do so could negatively impact our efforts to increase our sales in these markets and have a
material adverse effect on our future growth and prospects.



Our future
success also requires that we have adequate capacity in our manufacturing facilities to manufacture the quantities of products
to support our current sales level and the anticipated increased levels that may result from our growth plans. We believe that
the capacity of our current manufacturing facilities and subcontractors is sufficient to meet anticipated demand for our products
through 2014. The lease of one of our major manufacturing facilities will expire during 2015, and there is a risk we will not be
able to renew the lease agreement or that the renewal will be on less favorable terms. We currently anticipate needing additional
manufacturing capacity in the future. We intend to add additional manufacturing capacity by completing the construction of an
additional manufacturing facility in southern Israel.



Pending the
construction of such an additional manufacturing facility, we are investing in the expansion of our manufacturing capabilities
through other means, primarily by increasing the manufacturing capacity at our existing facilities and the use of subcontractors
for certain products and components. In addition, we have purchased a facility in Alon Tavor in Israel where we have the following
manufacturing functions: plastic injection, painting, carbonation parts assembly, printing and assembly.



We may not be successful
in continuing to develop or maintain our presence in retail networks for the sale of our home beverage carbonation systems and
the exchange of our empty CO2 cylinders in the markets we are targeting for growth, which could have a material adverse
effect on our future growth and prospects.



Our growth
in both existing markets and new markets depends significantly on our ability to develop and maintain our presence in retail networks,
as retailers are the primary channel through which consumers initially purchase our home beverage carbonation systems and through
which our consumables are sold. Our ability to successfully expand in our target markets depends, in large part, on whether we
are able to establish relationships with strong retailers in those markets for the sale of our home beverage carbonation systems
and the exchange of our empty CO2 cylinders. There can be no assurance that we will be successful in continuing to
establish or maintain relationships with large retailers in the markets we are targeting for growth, or that if successful, we
will do so in a time frame consistent with our projections or that will enable us to achieve significant sales. Our failure to
establish and maintain such relationships will adversely affect our ability to grow in a particular market and may adversely affect
our future growth and prospects.



We generally rely on distributors
of our home beverage carbonation systems and consumables for a significant portion of our revenues in a number of our most profitable
markets.



We distribute
our home beverage carbonation systems and consumables through exclusive relationships with third-party distributors in 24 countries,
representing 25% of our revenues in 2012. Our distributors operate in a number of our more mature markets and, in particular,
one country in Western Europe that accounts for a little over 10% of our revenue contributes a significantly higher proportion
of our operating income. Our distribution agreements are generally exclusive agreements for a given territory with a five-year
term and option to extend; however, our contracts contain performance criteria to maintain exclusivity. If any distributor fails
to meet its distribution targets, we may attempt to terminate our distribution agreement with that distributor. We may not be
successful in terminating our distribution agreements with our distributors and even if we are successful, we may have to pay
statutory compensation to such distributors or fines, and we may experience a delay in retaining new distributors. Because we
rely on third-party distributors, we have less control than when we distribute directly and can be adversely impacted by the actions
of our distributors. Furthermore, our distributors also undertake to manage the reverse logistics needed for customers to return
empty CO2 cylinders and exchange them for filled CO2 cylinders. In the event that any of our distributors
does not successfully manage reverse logistics, it will make it more difficult for our customers to obtain replacement CO2cylinders, which will negatively affect our brand and our revenues in that market. Any disruption in our distribution network
could have a negative effect on our ability to sell our products and maintain our customers, which would in turn, materially and
adversely affect our business and results of operations.



We may face competition
from sales of consumables and, in particular, CO2 cylinders, which could adversely impact our revenues and profitability.



Our business
of refilling our exchangeable CO2 cylinders is important to the long-term success of our business and our future growth.
For safety, public health and other reasons, we retain ownership of the exchangeable CO2 cylinders included in our
home beverage carbonation systems, whether sold with the system or as a separate component, and protect our ownership through
contractual means. Our agreements with retailers contain an acknowledgement that we retain title to the exchangeable CO2cylinders. In addition, the packaging in which the cylinders are distributed, as well as the cylinders themselves, bear
notices advising consumers that we retain title to the cylinders and that their use of the cylinders is under license. Nevertheless,
these contractual arrangements have not always been effective, and in a number of locations, suppliers of CO2 seek, or
have sought in the past, to refill our exchangeable CO2 cylinders or other exchangeable CO2 cylinders marketed
as compatible with our systems. In addition to creating safety and public health risks, such sales of consumables by competitors
may result in lost sales opportunities for us, decrease our market share and could cause negative publicity if these products
cause damage when used with our products.





6







The German
Federal Court of Justice, the highest German court, upheld a decision by the German Federal Cartel Office that preventing end
consumers from having their CO2 cylinders refilled by third parties constituted an abuse of a dominant position in
violation of EU and German competition law and requiring us to permit the end consumers to have their cylinders refilled by or
exchanged with third parties. Although the decision of the German Federal Court of Justice is not binding on courts in other jurisdictions,
it could be cited as precedent in other antitrust or competition law proceedings. There can be no assurance that a court of law
in any other jurisdiction will determine that we have not violated applicable competition or antitrust laws. For example, there
can be no assurance that a court in any of the jurisdictions in which we operate will uphold our ownership rights over the exchangeable
CO2 cylinders or find that the cylinder refilling restrictions we impose on unauthorized third parties do not violate
applicable competition or antitrust laws. Our failure to successfully enforce our ownership rights to our exchangeable CO2cylinders could have a material adverse effect on our business and results of operations.



On
November 16, 2009, Vikingsoda AB filed a complaint with the Swedish Competition Authority, or the SCA, alleging that two of
our subsidiaries, together with our then Swedish distributor, Empire AB, were guilty of abuse of dominant position (we have
since acquired the distribution business of our products in the Nordic countries from Empire AB. In December 2009, the SCA
asked one of our subsidiaries and Empire AB to respond to such allegations. On March 5, 2012, the SCA provided us with notice
that it has decided to terminate, with no further action, its investigation with respect to potential abuse of our dominant
position in the Swedish market.



Such sales
of consumables by competitors could cause negative publicity if these products cause damage when used with our products and may
adversely impact our revenues and profitability.



We may be unable to compete
effectively with other companies which offer, or may offer in the future, competing products.



We face competition
in several of our markets from manufacturers of one or more of the other components of our home beverage carbonation systems,
besides CO2 cylinders, including the soda makers, carbonation bottles and flavors. We anticipate that our success may
attract additional competition, both from other manufacturers of home beverage carbonation systems and consumables and the manufacturers
of carbonated beverages. The entry of new competitors into our market or the acquisition of our existing competitors by companies
with substantial resources could result in further increased competition and harm our business. Increased competition from new
competitors may result in price reductions, reduced gross margins and loss of market share, any of which could have a material
adverse effect on our business and results of operations.



We also face
competition from manufacturers who sell counterfeit reproductions of our soda makers. Although we monitor and attempt to take
action against such manufacturers where possible, there can be no assurance that we will be successful in deterring competitors
from manufacturing and selling counterfeit reproductions of our products. These actions may result in lost sales opportunities
and harm to our reputation due to the lower quality of these counterfeit products compared to our products. The risk of counterfeiting
may increase with the expansion of our business and increased recognition of our brand name.



Finally, we
face competition from companies that sell sparkling water and carbonated soft drinks. A number of these competitors are substantially
larger than we are and have significantly greater financial, sales and marketing, manufacturing and other resources than are available
to us, as well as established brands and greater brand awareness. These competitors may use their resources and scale to respond
more rapidly than us to competitive pressures and changes in consumer preferences by introducing new products, reducing prices
or increasing promotional activities.



If any component of our
home beverage carbonation systems is misused, the system may fail and cause personal injury or property damage. We may be subject
to product liability claims as a result of any such failure, which will likely increase our costs and adversely affect our business
and reputation.



Although we
include explicit instructions for the operation of our home beverage carbonation systems and have placed safety warnings on all
of our products, consumers may misuse our products, including by:



| | • | washing our non-dishwasher
                                                                    safe carbonation bottles in the dishwasher or otherwise exposing
                                                                    them to severe heat, which could cause the bottle to crack
                                                                    during the carbonation process;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                   

| | • | carbonating substances other
                                                                    than water with our soda maker, which could cause the soda
                                                                    maker to fail and possibly cause damage to the other components
                                                                    of our home beverage carbonation system; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                 

| | • | subjecting our exchangeable
                                                                    CO2 cylinders to pressure beyond their measured
                                                                    stress resistance, which could cause the cylinder to burst.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The misuse
of any of the components of our home beverage carbonating systems may cause personal injury and damage to property. In addition,
any unauthorized use of our home beverage carbonation system, including by using third-party consumables with our system, could
lead to failure or malfunction of the system which in turn could cause personal injury or property damage. Potential personal
injury and property damage may also result from the deterioration of the quality or contamination of the materials used in our
systems, including the tap water used in the soda maker.



7







In addition,
consumer protection agencies that have broad authority to order product modifications or recalls may take such actions with respect
to our products even if we include explicit instructions with our products regarding their use. Under these circumstances, we
could be required to offer to exchange our existing products for new ones or to recall products entirely from the market, which
would materially and adversely impact our reputation, financial condition or results of operations.



Our product
liability insurance for personal injury and damage to property may not be sufficient or available to cover any successful product
liability claim, or similar claims, against us, which could materially adversely impact our financial condition. Whether or not
a claim against us would be successful, defense of a claim may be costly and the existence of any claim may adversely impact our
reputation, financial condition or results of operations.



We may be unable to maintain
our customers in markets where we have an established presence due to changes in consumer preferences, perceptions and spending
habits.



Our long-term
revenue growth and profitability depend upon our ability to implement our business model of selling soda makers to new consumers
and our consumables, particularly our CO2 refills and flavors, to consumers who already own our soda makers. Since
we derive our highest profit margins from our consumables, the continued use of our systems by, and the repeat sales of our consumables
to, consumers who have already purchased our home beverage carbonation systems is important to our business. In markets where
we have an established presence, we face the challenge of maintaining customers due to changes in consumer preferences, perceptions
and spending habits, as well as the introduction of competing products, any of which may cause our customers to stop using our
systems or to use them less frequently. In order to maintain the use of our systems by our customers, we will need to navigate
quickly and respond accordingly to such changes, including through creative initiatives, such as new product offerings and special
promotions. Our failure to respond effectively to changes in consumer behavior could result in a reduction in the number of our
customers, which would have a material adverse effect on our business and results of operations.



Our inability to protect
our intellectual property rights could reduce the value of our products or permit competitors to more easily compete with us and
have a material adverse effect on our business, brand, financial condition and results of operations.



While we make
efforts to develop and protect our intellectual property, the validity, enforceability and commercial value of our intellectual
property rights may be reduced or eliminated by the discovery of prior inventions by third parties, the discovery of similar marks
previously used by third parties, non-use or non-enforcement by us, the successful independent development by third parties of
the same or similar confidential or proprietary innovations or changes in the supply or distribution chains that render our rights
obsolete. We have been in the past and may in the future be subject to opposition proceedings with respect to applications for
registrations of our intellectual property, including but not limited to our marks. As we rely in part on brand names and trademark
protection to enforce our intellectual property rights, barriers to the registration of our brand names and trademarks in various
countries may restrict our ability to promote and maintain a cohesive brand throughout our key markets.



Our ability
to compete effectively depends, in part, on our ability to maintain the proprietary nature of our technologies, which include
the ability to obtain, protect and enforce patents and trade secrets and other know how relating to our technology. Our current
patent portfolio is limited and certain patents of ours that cover aspects of our products have expired. Although we hold additional
utility patents and design registrations and patents as well as have outstanding patent and registration applications that may
protect certain aspects of our products for an extended period, there can be no assurance that pending U.S. or foreign applications
will be approved in a timely manner or at all, or that such registrations will effectively protect our intellectual property.
There can be no assurance that we will develop patentable intellectual property in the future, and we may choose not to pursue
patents or other protection for innovations that subsequently turn out to be important.



To protect
our know-how and trade secrets, we have implemented a system in most jurisdictions by which we require our relevant employees to
enter into employment contracts, which include clauses requiring such employees to acknowledge our ownership of all inventions
and intellectual property rights they develop in the course of their employment and to agree not to disclose our confidential
information. Agreements with certain of our employees also typically contain provisions restricting employment with our competitors
for a certain period after they stop working for us. These restrictions may be of no or little enforceability under applicable
law. We also typically include similar provisions in our distributor and supplier agreements. These provisions may not be adequate
or enforceable, and despite our efforts, our know-how and trade secrets could be disclosed to third parties, or third parties
could independently develop the same or similar information or technology, which could cause us to lose any competitive advantage
resulting from such know-how or trade secrets.



From time to
time, we may discover that third parties are infringing or otherwise violating our intellectual property rights. For example,
we are aware of third-party uses of our trademarks and designs, and there may be other third parties using trademarks or names
similar to ours of whom we are unaware. Monitoring unauthorized use of intellectual property is difficult and protecting our intellectual
property rights could be costly and time consuming. The monitoring and protection of our intellectual property rights may become
more difficult, costly and time consuming as we expand into new markets, particularly in those markets, such as China, Brazil,
Russia and others, in which legal protection of intellectual property rights is less robust than in the markets in which we currently
operate. We are prepared to protect our intellectual property rights vigorously; however, our patent portfolio is limited in certain
markets and, as such, we may be unable to institute effective legal action against third parties engaged in copying our machines
and components.



8







There can also
be no assurance that we will prevail in any intellectual property infringement litigation we institute to protect our intellectual
property rights given the complex technical issues and inherent uncertainties in litigation. Such litigation may be time consuming,
expensive, and may distract our management from running the day-to-day operations of our business. If we are unable to successfully
defend our intellectual property rights, we could experience a material adverse effect on our business, brand, financial condition
and results of operations. There can be no assurance that our intellectual property rights can be successfully asserted or will
not be invalidated, circumvented or challenged. In addition, there can be no assurance that these protections will be adequate
to deter the use of our intellectual property rights by third parties or to deter the development of products with features based
upon, or otherwise similar to, our products.



We may be subject to claims
by third parties asserting that our products and other intellectual property rights infringe, or may infringe, their proprietary
rights.



We have in
the past been, and may in the future be, subject to claims by third parties asserting misappropriation, or that our products and
other intellectual property rights infringe, or may infringe, or otherwise violate their proprietary rights. Any such claims,
regardless of merit, could result in litigation, which could result in expenses, divert the attention of management, cause significant
delays and materially disrupt the conduct of our business. As a consequence of such claims, we could be required to pay a damage
award, develop non-infringing products, enter into royalty-bearing licensing agreements, stop selling our products or re-brand
our products. Litigation is inherently uncertain and any adverse decision could result in a loss of our proprietary rights, subject
us to liabilities, require us to seek licenses from others, which may not be available on reasonable terms, if at all, and otherwise
negatively affect our business. In the event of a successful claim of infringement against us or our failure or inability to develop
non-infringing technology or license the infringed or similar technology, our business, financial condition and results of operations
could be materially adversely affected.



If our distributors or retailers
return a large number of empty exchangeable CO2 cylinders without exchanging them for full ones, we would incur costs
with no corresponding revenue.



We retain the
ownership of the exchangeable CO2 cylinders included in our home beverage carbonation systems and in most cases, collect
a deposit for each exchangeable CO2 cylinder from the distributors and retailers who receive them. The amount of the
deposit varies from country to country and also changes over time as market conditions vary in a particular country. In addition,
in some countries, including certain major markets in Northern and Western Europe, consumers have paid an advance rental fee when
they received their first exchangeable CO2 cylinder. A portion of this fee may be refundable when an empty exchangeable
CO2 cylinder is returned and not exchanged for a full one. To date, returns of exchangeable CO2 cylinders
from our distributors, retailers and consumers have been negligible. However, if distributors, retailers or consumers in any one
or more of the markets in which we operate return a large number of cylinders without exchanging them for full ones, we may be
required to pay a large amount of cash to refund a portion of the rental fee or the deposit, which could have a material adverse
effect on our financial condition and profitability.



We are subject to fluctuations
in currency exchange rates and may not have adequately hedged against them.



Fluctuations
of the Euro and the NIS against the U.S. Dollar are the most significant currency exchange rate fluctuations that we are exposed
to because our sales are primarily denominated in the U.S. Dollar and the Euro. Significant material purchasing and production
costs and operational expenses are denominated in the U.S. Dollar, Euro and NIS. Although we currently engage in hedging transactions
to minimize our currency risk, future currency exchange rate fluctuations that we have not adequately hedged could adversely affect
our profitability. We are also exposed to credit risk if counterparties to our derivative instruments are unable to meet their
obligations.



Fluctuations in our business
caused by seasonality or unusual weather conditions could cause fluctuations in our quarterly results of operations and volatility
in the market price of our ordinary shares.



Our business
experiences seasonal fluctuations because demand for soft drinks is highest in the summer months, while in colder months, consumers
tend to drink fewer carbonated beverages. As a result, we ordinarily experience a decline in sales of all of our products during
the winter months, other than in December, when we experience an increase in sales as a result of the holidays. Because of the
seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for the
full fiscal year. The impact on sales volume and operating results due to the timing and extent of these factors can significantly
impact our business. For these reasons, our quarterly operating results should not be relied on as indications of our future performance.
These fluctuations may also cause volatility in the market price of our ordinary shares.



We may have exposure to
greater than anticipated tax liabilities.



We have endeavored
to structure our activities in a manner so as to minimize our and our subsidiaries’ aggregate tax liabilities. However,
we have operations in various taxing jurisdictions, and there is a risk that our tax liabilities in one or more jurisdictions
could be more than reported in respect of prior taxable periods and more than anticipated in respect of future taxable periods.
In this regard, the amount of income taxes that we pay in future taxable periods could be higher if earnings are lower than anticipated
in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory
rates.



In addition,
we have entered into transfer pricing arrangements that establish transfer prices for our inter-company operations. However, our
transfer pricing procedures are not binding on the applicable taxing authorities. No official authority in any country has made
a binding determination as to whether or not we are operating in compliance with its transfer pricing laws. Accordingly, taxing
authorities in any of the countries in which we operate could challenge our transfer prices and require us to adjust them to reallocate
our income and potentially to pay additional taxes for prior tax periods.



9







The issue of
the validity of our transfer pricing procedures will become of greater importance as we continue our expansion in markets in which
we currently have a limited presence and attempt to penetrate new markets. In particular, the tax authorities in the United States,
our most important potential growth market, have increased their focus on transfer pricing procedures generally, which could result
in a greater likelihood of a challenge to our transfer prices and the risk that we will be required to adjust them and reallocate
our income, which could result in a higher effective tax rate than that to which we are currently subject. Any change to the allocation
of our income as a result of review by taxing authorities could have a negative effect on our profitability.



In addition,
the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment and there
are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are
reasonable, our ultimate tax liability may differ from the amounts recorded in our financial statements and may materially adversely
affect our financial results in the period or periods for which such determination is made. We have created reserves with respect
to such tax liabilities where we believe it to be appropriate. However, there can be no assurance that our ultimate tax liability
will not exceed the reserves we have created.



Our products are subject
to extensive governmental regulation in the markets in which we operate.



Our products
are subject to extensive governmental regulation in the markets in which we operate. Among the regulations we must comply with
are those governing the manufacturing and transportation of our exchangeable CO2 cylinders. In the United States, our
most important target market, and in certain other markets in which we currently operate or may in the future operate, our exchangeable
CO2 cylinders are considered hazardous materials due to the highly pressurized CO2 inside, and the applicable
regulations consequently restrict our ability to ship our exchangeable CO2 cylinders by air and also place significant
restrictions on their land transportation, which results in additional costs. There can be no assurance that we will comply with
all applicable laws and regulations to which we and our products are subject. If we fail to comply, we may be subject to civil
remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material
adverse effect on our business, results of operations and reputation.



The flavors
we manufacture and distribute are also subject to numerous health and safety laws regulating the manufacturing and distribution
of food products. Our inability to plan and develop effective procedures to address these laws and regulations, and the need to
comply with new or revised laws or regulations, or new interpretations or enforcement of existing laws and regulations, may affect
our ability to reach our manufacturing and distribution targets, having an overall material adverse effect on our sales and profitability.



Furthermore,
new government laws and regulations may be introduced in the future that could result in additional compliance costs, seizures,
confiscations, recalls or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our
products. For example, various governmental authorities in the United States have considered enacting a tax on sugar-sweetened
beverages, including carbonated soft drinks. If such a tax were enacted and if it were to apply to our flavors, the sales and
consumption of our non-diet flavors might decrease and thereby have a material adverse impact on our sales and profitability.



An increase in the cost
or shortage of supply of the raw materials for our products could have a material adverse effect on our business and results of
operations.



We use certain
raw materials to produce our soda makers, exchangeable CO2 cylinders and consumables. The most important of these materials
are aluminum, brass, CO2, certain plastics and sugar. These materials represent a significant portion of our cost of
goods sold. The availability and cost of such raw materials have fluctuated in the past and may fluctuate in the future widely
due to movements in currency exchange rates, government policies and regulations, crop failures or shortages, weather conditions
or other unforeseen circumstances. To the extent that any of the foregoing or other unknown factors increase the prices or limit
the supply of such materials, and we are unable to increase our prices or adequately hedge against such changes in a manner that
offsets such changes, our business and results of operations could be materially and adversely affected.



Disruption of our supply
chain could adversely affect our business.



Damage or disruption
to our manufacturing or distribution capabilities due to the financial and/or operational instability of key suppliers, distributors,
warehousing and transportation providers, or brokers, or other reasons could impair our ability to manufacture or sell our products.
To the extent we are unable to retain alternative sources of supply, or cannot financially mitigate the impact of such events,
such as by identifying an alternative supplier in a timely and cost-effective manner, or to effectively manage such events if
they occur, there could be a material adverse effect on our sales and profitability, and additional resources could be required
to restore our supply chain.



10







A majority of our
products are currently produced at a few locations in Israel and in a disputed territory sometimes referred to as the
"West Bank," and a portion of our manufacturing takes place in China, all of which could experience business
interruptions, which could result in our inability to produce certain of our products for some period of time, which would
have a material adverse effect on our business and results of operations.



We
currently produce the majority of our products, including certain key components, at a few manufacturing facilities in
Israel, including one in a disputed territory. A natural disaster or other unanticipated catastrophic events, including power
interruptions, water shortages, storms, fires, earthquakes, terrorist attacks and wars, could significantly impair our
ability to manufacture our products at our facilities and operate our business. A facility and certain equipment located in a
facility would be difficult to replace and could require substantial replacement lead-time. Catastrophic events could also
destroy any inventory located in a facility. The occurrence of such an event could lead to a halt in production, which would
materially and adversely affect our business and results of operations. We manufacture some of the components of our home
beverage carbonation systems through third parties in China. Any disruption in production or inability of our manufacturers
in China to produce adequate quantities to meet our needs, whether as a result of a natural disaster or other causes, could
impair our ability to operate our business on a day-to-day basis and to meet the growing demand for our products.
Furthermore, since these manufacturers are located in China, we are exposed to the possibility of product supply disruption
and increased costs in the event of changes in the policies of the Chinese government, political unrest or unstable economic
conditions in China. Any of these matters could materially and adversely affect our business and results of
operations.



We are subject to certain
safety risks in our manufacturing facilities.



Our business
involves complex manufacturing processes and hazardous materials that can be dangerous to our employees. Although we employ safety
procedures in the design and operation of our facilities, there have been two deaths at our facilities in the past, and there
is a risk that an accident or death could occur in one of our facilities in the future. Any accident could result in manufacturing
delays, which could harm our business and our results of operations. The potential liability resulting from any such accident
or death, to the extent not covered by insurance, and any negative publicity associated therewith could harm our business, reputation,
financial condition or results of operations. Whether or not a claim against us succeeds, its defense may be costly and the existence
of any claim may adversely impact our reputation, financial condition or results of operations.



Higher energy costs and
other factors affecting the cost of producing, transporting and distributing our products could adversely affect our financial
results.



Rising fuel,
freight and energy costs have in the past, and may in the future, have an adverse impact on the cost of our operations, including
the manufacture, transportation and distribution of products. All of these costs may fluctuate due to a number of factors outside
of our control, including government policy and regulation and weather conditions. Additionally, we may be unable to maintain
favorable arrangements with respect to the costs of transporting products, which could result in increased expenses and negatively
affect operations. If we are unable to hedge against such increases or raise the prices of our products to offset the changes,
our results of operations could be materially and adversely affected.



Adverse conditions in the
global economy could negatively impact our customers’ demand for our products.



Consumer
purchases of discretionary items tend to decline during recessionary periods, when disposable income is lower, and may impact
sales of our products. If a global recession occurs, consumers may have less money for discretionary purchases as a result of
job losses, foreclosures, and bankruptcies, among other things. A prolonged economic downturn or recession in any of the countries
in which we conduct significant business or in any of the markets we are targeting for expansion, including the United States,
may cause significant readjustments in both the volume and mix of our product sales, which could materially and adversely affect
our business and results of operations.



We depend on the expertise
of key personnel. If these individuals leave without replacements, our operations could suffer.



Our Chief Executive
Officer, Daniel Birnbaum, and certain other members of our senior management were retained in 2007 following our acquisition by
Fortissimo Capital Fund GP, L.P. (“Fortissimo Capital”). Given their extensive knowledge of the home beverage carbonation
industry and the limited number of direct competitors in that industry, we believe that it would be difficult to find replacements
should any of them leave. Our inability to find suitable replacements for any of the members of our senior management team, particularly
Mr. Birnbaum, would adversely impair our ability to implement our business strategy and could have a material adverse effect on
our business and results of operations.



We may need to raise additional
capital in the future and may be unable to do so on acceptable terms.



Based
on current expectations, we believe that our cash on hand, cash flows from operations and available unutilized credit lines
from financial institutions will be sufficient to finance our strategic plans, including the construction of our new
manufacturing  facility in southern Israel, our expansion in markets in which we currently sell our products and into certain
new markets, for the foreseeable future. However, in the future, we may require additional capital in order to finance even
further expansion or potential acquisitions. Our ability to satisfy our future capital needs, if any, will depend upon the
costs of such financing and the availability of attractive terms for additional financing. We may be unable to obtain
requisite financing or such financing may not be available on terms that are acceptable to us. The incurrence of additional
debt would result in increased debt service obligations resulting in further operating and financing covenants that might
restrict our ability to pay dividends to our shareholders. If we were to issue equity to meet our financing needs, it would
dilute the holdings of our existing shareholders. Any of the foregoing could have a material adverse effect on our business,
financial condition and results of operations.



11







Compliance with new regulations
regarding the use of conflict minerals may disrupt our operations and harm our operating results.



In August 2012,
under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted new requirements for companies that
use certain minerals and derivative metals (referred to as "conflict minerals" regardless of their actual country of
origin) in their products. These metals, which include tantalum, tin, gold and tungsten, may be present in our products as component
parts. These requirements will require us to investigate whether these metals are in our products, and if so, disclose whether
or not the conflict minerals that are used in the products originated from the Democratic Republic of the Congo or adjoining countries.
There will be costs associated with these investigation and disclosure requirements, in addition to the potential costs of remediation
and other changes to products, processes or sources of supply as a consequence of such activities. In addition, the implementation
of these rules could adversely affect the sourcing, supply and pricing of materials used in our products. Also, we may face reputational
challenges if we are unable to sufficiently verify the origins for all conflict minerals used in our products through the procedures
we may implement or if we are unable to replace any conflict minerals used in our products that are sourced from the Democratic
Republic of the Congo or adjoining countries, as there may not be any acceptable alternative sources of the conflict minerals
in question or alternative materials that have the properties we need for our products. We may also encounter challenges to satisfy
those customers who require that all of the components of our products be certified as conflict-free. If we are not able to meet
customer requirements, customers demand for our products may decline, and we may have to write off inventory in the event that
it cannot be sold. These changes could also have an adverse impact on our ability to manufacture and market our products.



Risks Related
to our Location in Israel



As one of our manufacturing
facilities is located in disputed territory sometimes referred to as the "West Bank," rising political tensions and
negative publicity may negatively impact demand for our products or require us to relocate additional manufacturing activities
to other locations, either of which may adversely affect our business.



One
of our manufacturing facilities is located in Mishor Adumim, an industrial zone under Israel's authority and whose governing responsibility
is the subject of dispute between Israel and the Palestinian Authority. Mishor Adumim is currently under Israeli jurisdiction
and authority according to the Oslo Accords signed with the Palestinian Authority. There has recently been negative publicity,
primarily in Western Europe, against companies with facilities in these disputed territories. A number of political groups have
called for consumer boycotts of Israeli products originating in these disputed territories, including our products. Though we
manufacture our products in other locations in Israel (Alon Tavor, Ashkelon, Kiryat Shmona, etc.) and elsewhere in the world,
and are currently building a new manufacturing site in southern Israel, this may not persuade such political groups sufficiently
to end their call to boycott our products. In addition, the Palestinian Authority has adopted legislation that may prohibit or
restrict Palestinians from working for Israeli companies with productions facilities located in disputed territories. Further,
recently there have been voices in the European Union and other countries calling to mark the country of origin of products produced
in the disputed territories as being produced in Israeli settlements. For these reasons, we may in the future be required to transfer
additional manufacturing activities to a location outside of the disputed territories, which may divert the attention of management,
require the expenditure of significant capital resources and, depending on whether such move would be outside of a priority manufacturing
area under Israeli tax law, may limit certain tax benefits. Any of the foregoing could have a material adverse effect on our business,
financial condition and results of operations.



We conduct operations
in Israel and in a disputed territory sometimes referred to as the "West Bank," and therefore, political, economic
and military instability in Israel and its region may adversely affect our business.



We are incorporated
under the laws of the State of Israel, and our principal offices and a significant portion of our manufacturing facilities are
located in Israel, and one of our manufacturing facilities is located in an industrial zone under Israel's authority and whose
governing responsibility is the subject of dispute between Israel and the Palestinian Authority. Accordingly, political, economic
and military conditions in Israel and the surrounding region directly affect our business. Since the establishment of the State
of Israel in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. A state of hostility, varying
in degree and intensity, has caused security and economic problems in Israel. Although Israel has entered into peace treaties
with Egypt and Jordan, and various agreements with the Palestinian Authority, there has been a marked increase in violence, civil
unrest and hostility, including armed clashes, between the State of Israel and the Palestinians, since September 2000. The establishment
in 2006 of a government in the Gaza Strip by representatives of the Hamas militant group has created heightened unrest and uncertainty
in the region. In mid-2006, Israel engaged in an armed conflict with Hezbollah, a Shiite Islamist militia group based in Lebanon,
and in June 2007, there was an escalation in violence in the Gaza Strip. From December 2008 through January 2009 and again in
November 2012, Israel engaged in an armed conflict with Hamas, which involved missile strikes against civilian targets in various
parts of Israel and negatively affected business conditions in Israel.



Recent political
uprisings and social unrest in various countries in the Middle East and North Africa are affecting the political stability of
those countries. This instability may lead to deterioration of the political relationships that exist between Israel and these
countries, and have raised new concerns regarding security in the region and the potential for armed conflict. Among other things,
this instability may affect the global economy and marketplace through changes in oil and gas prices. In addition, Iran has publicly
threatened to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong influence
among extremist groups in the region, such as Hamas in Gaza and Hezbollah in Lebanon. This situation may potentially escalate
in the future to violent events which may negatively affect Israel. Continued hostilities between Israel and its neighbors and
any future armed conflict, terrorist activity or political instability in the region could adversely affect our operations in
Israel and adversely affect the market price of our ordinary shares. Further escalation of tensions or violence might result in
a significant downturn in the economic or financial condition of Israel, which could have a material adverse effect on our operations
in Israel and our business.



12







In addition,
several countries restrict doing business with Israel. The State of Israel and Israeli companies have been and are today subjected
to economic boycotts. The interruption or curtailment of trade between Israel and its present trading partners could adversely
affect our business, financial condition and results of operations.



Our operations could be
disrupted as a result of the obligation of certain of our personnel in Israel to perform military service.



Generally,
all male adult citizens and permanent residents of Israel under the age of 42 (or older, for citizens who hold certain positions
in the Israeli armed forces reserves) are, unless exempt, obligated to perform military reserve duty annually. Additionally, all
Israeli residents of this age may be called to active duty at any time under emergency circumstances. Many of our officers and
employees are currently obligated to perform annual reserve duty. In response to increased tension and hostilities in the region,
there have been, at times, call-ups of military reservists, and it is possible that there will be additional call-ups in the future.
Our operations could be disrupted by the absence of one or more of our executive officers or key employees for a significant period
due to military service. Such disruption could have a material adverse effect on our business and results of operations.



The tax benefits that are
available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could
increase our costs and taxes.



One of our
subsidiaries received investment grants and is eligible for tax benefits under the Israeli Law for the Encouragement of Capital
Investments, 5719-1959 (the “Investment Law”), and the Israeli Law for the Encouragement of Industry (Taxes), 5729-1969.
This subsidiary has been granted six separate encouragement of investment programs, of which one has been approved under the amendment
to this law but it has not yet received tax benefits from this program. To remain eligible for these tax benefits, this subsidiary
must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended, and the criteria set
forth in the specific certificate of approval. If this subsidiary does not meet these requirements, the tax benefits would be
canceled and it could be required to refund any tax benefits and investment grants that it received in the past. Further, in the
future, these tax benefits may be reduced or discontinued.



In April
2005 and January 2011, substantial amendments to the Investment Law became effective under which the criteria for new investments
qualified to receive tax benefits were revised and, in some cases, companies were given the choice whether or not to opt into
the new benefit regimes or to remain subject to the previous benefit regimes. In the future, we may not be eligible to receive
additional tax benefits under this law. The termination or reduction of these tax benefits would increase our tax liability, which
would reduce our profits. Additionally, if we increase our activities outside of Israel through acquisitions, for example, our
expanded activities might not be eligible for inclusion in future Israeli tax benefit programs. See “Item 10.E — Taxation — Israeli
tax considerations and government programs — Law for the encouragement of capital investments, 5719-1959.”



It may be difficult to enforce
the judgment of a U.S. court against us, our officers and directors in Israel or the United States, or to assert U.S. securities
laws claims in Israel or serve process on our officers and directors.



We are incorporated
in Israel. None of our executive officers or directors is a resident of the United States, and the majority of our assets and
the assets of these persons are located outside the United States. Therefore, it may be difficult for an investor, or any other
person or entity, to enforce a judgment of a U.S. court based upon the civil liability provisions of the U.S. federal securities
laws against us or any of these persons in a U.S. or Israeli court, or to effect service of process upon these persons in the
United States. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with respect
to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities
laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court
agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to
be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time-consuming
and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel
that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel,
you may not be able to collect any damages awarded by either a U.S. or foreign court.



Your rights and responsibilities
as our shareholder are governed by Israeli law, which differs in some respects from the rights and responsibilities of shareholders
of U.S. corporations.



Since we are
incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association
and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders
in U.S.-based corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith towards the company
and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general
meeting of shareholders on certain matters, such as an amendment to the company’s articles of association, an increase of
the company’s authorized share capital, a merger and approval of related party transactions that require shareholder approval.
In addition, a shareholder who knows that it possesses the power to determine the outcome of a shareholders’ vote or to
appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness towards the company.
However, Israeli law does not define the substance of this duty of fairness. See “Item 6.C — Board Practices — Fiduciary
duties and approval of specified related party transactions under Israeli law — Duties of shareholders.”



13







As a foreign private issuer
whose shares are listed on the Nasdaq Global Select Market, we may in the future elect to follow certain additional home country
corporate governance practices instead of certain Nasdaq requirements.



As a foreign
private issuer whose shares are listed on the Nasdaq Global Select Market, we have elected to follow certain home country corporate
governance practices instead of certain requirements of the Marketplace Rules of the Nasdaq Global Select Market (the “Nasdaq
Marketplace Rules”). We may in the future elect to follow Israeli corporate governance practices with regard to, among other
things, the composition of our board of directors, compensation of officers, director nomination procedures and quorum requirements
at shareholders’ meetings. In addition, we may elect to follow Israeli corporate governance practices instead of the Nasdaq
requirements to obtain shareholder approval for certain dilutive events (such as for the establishment or amendment of certain
equity-based compensation plans, issuances that will result in a change of control of the company, certain transactions other
than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets
of another company). Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate
governance rules. Following our home country governance practices as opposed to the requirements that would otherwise apply to
a U.S. company listed on the Nasdaq Global Select Market may provide less protection than is accorded to investors of domestic
issuers. See “Item 16G — Corporate Governance.”



In addition,
as a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and
content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing
profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act
to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as domestic companies
whose securities are registered under the Exchange Act.



Provisions of our articles
of association and of Israeli law may delay, prevent or make undesirable an acquisition of all or a significant portion of our
shares or assets.



Our articles
of association contain certain provisions that may delay or prevent a change of control. These provisions include a classified
board of directors and the requirement of a supermajority vote of our shareholders to amend certain provisions of our articles
of association. In addition, Israeli corporate law regulates acquisitions of shares through tender offers and mergers, requires
special approvals for transactions involving significant shareholders and regulates other matters that may be relevant to these
types of transactions. Further, Israeli tax considerations may make potential transactions undesirable to us or to some of our
shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For
example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers,
Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous
conditions, including a holding period of two years from the date of the transaction during which certain sales and dispositions
of shares of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral
is limited in time, and when such time expires, the tax becomes payable even if no actual disposition of the shares has occurred.
See “Item 10.B — Memorandum and Articles of Association — Acquisitions under Israeli law.”
These provisions of Israeli law could have the effect of delaying or preventing a change in control and may make it more difficult
for a third-party to acquire us, even if doing so would be beneficial to our shareholders, and may limit the price that investors
may be willing to pay in the future for our ordinary shares.



Risks Related
to our Ordinary Shares and the Trading of our Ordinary Shares



The price of our ordinary
shares may fluctuate significantly.



Our
ordinary shares were first offered publicly in our initial public offering (“IPO”) in November 2010, at a price
of $20.00 per share, and our ordinary shares have subsequently traded as high as $79.72 per share and as low as $23.15 and is
currently trading at $49.64 per share as of March 31, 2013.



In the recent
past, stocks generally have experienced high levels of volatility. The trading price of our ordinary shares may fluctuate significantly.
Fluctuations in the market price of our ordinary shares may be exaggerated if the trading volume of our ordinary shares is too
low. The lack of a trading market may result in the loss of research coverage by any one or more of the securities analysts that
may cover our company in the future. The market price for our ordinary shares is affected by a number of factors, some of which
are beyond our control, including, without limitation:



| | • | an increase or decrease in
                                                                    our revenue;
| | - | -----------------------------------------------------------------------------------------------------------
| |   |                                                                                                            

| | • | quarterly variations in our
                                                                    results of operations or in our competitors’ results
                                                                    of operations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                        

| | • | announcements or introductions
                                                                    of new products by us or competitors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                         

| | • | the recruitment or departure
                                                                    of key personnel;
| | - | ------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                   

| | • | regulatory developments;
| | - | ------------------------
| |   |                         

| | • | changes in earnings’
                                                                    estimates, investors’ perceptions or recommendations
                                                                    by securities analysts or our failure to achieve analysts’
                                                                    earnings estimates;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                     

| | • | developments in our industry;
| | - | -----------------------------
| |   |                              

| | • | sales of ordinary shares
                                                                    by us or our shareholders; and
| | - | ---------------------------------------------------------------------------------------------------------------------------



14







| | • | general market conditions
                                                                    and political and other factors unrelated to our operating
                                                                    performance or the operating performance of our competitors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These factors
may materially and adversely affect the market price of our ordinary shares and result in significant price fluctuations.



In the past,
many companies that have experienced volatility in the market price of their securities have become subject to securities class
action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result
in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our
business.



If securities or industry
analysts cease to publish research or publish inaccurate or unfavorable research about our business, our stock price and trading
volume could decline.



The trading
price for our ordinary shares is affected by any research or reports that securities or industry analysts publish about us or
our business. If one or more of the analysts who currently cover us or our business publish inaccurate or unfavorable research
about us or our business, and in particular, if they downgrade their evaluations of our ordinary shares, the price of our ordinary
shares would likely decline. If one or more of these analysts cease coverage of our company, we could lose visibility in the market
for our ordinary shares, which in turn could cause our stock price to decline.



We do not expect to pay
any dividends for the foreseeable future.



We do not anticipate
that we will pay any dividends to holders of our ordinary shares in the foreseeable future. Instead, we plan to retain any earnings
to maintain and expand our existing operations. In addition, our ability to pay dividends might be limited by the terms any future
credit facility we may take containing terms prohibiting or limiting the amount of dividends that may be declared or paid on our
ordinary shares. Accordingly, investors must rely on sales of their ordinary shares after price appreciation, which may never
occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase
our ordinary shares.



Our U.S. shareholders may
suffer adverse tax consequences if we are characterized as a Passive Foreign Investment Company.



Generally,
if for any taxable year 75% or more of our gross income is passive income, or at least 50% of our assets are held for the production
of, or produce, passive income, we would be characterized as a passive foreign investment company for U.S. federal income tax
purposes. To determine if at least 50% of our assets are held for the production of, or produce, passive income, we may use the
market capitalization method for certain periods. Under the market capitalization method, the total asset value of a company would
be considered to equal the fair market value of its outstanding shares plus outstanding indebtedness on a relevant testing date.
Because the market price of our ordinary shares is likely to fluctuate and may be volatile, and the market price may affect the
determination of whether we will be considered a passive foreign investment company, there can be no assurance that we will not
be considered a passive foreign investment company for any taxable year. If we are characterized as a passive foreign investment
company, our U.S. shareholders may suffer adverse tax consequences, including having gains realized on the sale of our ordinary
shares treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received
on our ordinary shares by individuals who are United States holders, and having interest charges apply to distributions by us
and the proceeds of share sales. See “Item 10.E — Taxation — United States federal income
taxation.”



| | Item 4. | INFORMATION ON THE COMPANY
| | ------- | --------------------------



| | A. | History and Development
of the Company
| | -- | --------------------------------------



Our History



The SodaStream
brand has a history that dates back to the beginning of the 20th century with the forerunner of our machine being invented in
London in 1903. During the 1970s and 1980s, the SodaStream home carbonation beverage system gained substantial popularity in certain
markets. In 1998, Soda Stream Ltd. was acquired by Soda Club Enterprises NV, which, at the time, was its Israeli distributor.



In March 2007,
Fortissimo Capital invested in us, and in connection with that investment, SodaStream International Ltd. was incorporated under
the laws of the State of Israel on March 8, 2007, and all of the shares of Soda Club Enterprises NV were exchanged for our ordinary
shares. Following our acquisition by Fortissimo Capital, we restructured our operations significantly, including introducing a
new management team headed by our Chief Executive Officer, Daniel Birnbaum. Our new management team implemented a new corporate
strategy focused on the penetration of new markets, consumer-driven product innovation and capitalizing on the consumer benefits
of our products, including being environmentally-friendly and wellness-promoting.



We are registered
with the Israeli Registrar of Companies in Jerusalem. Our registration number is 51-395125-1. Our purpose as set forth in our
articles of association is to engage in any legal business.



In March 2010,
we changed our corporate name from Soda-Club Holdings Ltd. to SodaStream International Ltd. On November 3, 2010, our ordinary
shares commenced trading on the Nasdaq Global Select Market following our IPO.



Our principal
executive offices are located at Gilboa Street, Airport City, Ben Gurion Airport 70100 Israel and our telephone number is +972-3-976-2301.
Our authorized representative in the United States and agent for service of process in the United States, SodaStream USA, Inc.,
is located at One Mall Drive, Cherry Hill, New Jersey 08002. Our website address is www.sodastream.com. The information
contained therein or connected thereto shall not be deemed to be incorporated into this annual report.



15







Principal Capital Expenditures



Our
capital expenditures for fiscal years 2012, 2011 and 2010 amounted to $38.2, million, $ 22.2.million and $8.6 million,
respectively. Capital expenditures are defined as investment in property, plant and equipment and in intangible assets. We
anticipate our capital expenditures in fiscal year 2013 to be for the expansion of our production capacity and capabilities,
including the construction of our new manufacturing facility in southern Israel; improvements to and expansion of our
distribution and corporate facilities to support our growth; and investment and improvements in our information technology
systems. We anticipate our capital expenditures in 2013 to be financed from the proceeds of our IPO in November 2010, our
follow-on offering in April 2011, cash flow generated from current activities, utilization of existing unutilized credit
lines and potentially from new credit lines.



| | B. | Business Overview
| | -- | -----------------



Overview



SodaStream
manufactures home beverage carbonation systems, which enable consumers to easily transform ordinary tap water instantly into carbonated
soft drinks and sparkling water. We believe our soda makers offer a highly differentiated and innovative solution to consumers
of bottled and canned carbonated soft drinks and sparkling water. Our products are environmentally friendly, cost-effective, promote
health and wellness and are customizable and fun to use. In addition, our products offer convenience by eliminating the need to
carry bottles home from the supermarket, to store bottles at home or to regularly dispose of empty bottles. Educating consumers
of these benefits is a key element of our strategy to build awareness, particularly as we continue to expand into new markets.
We believe that we are the world’s leading manufacturer of home beverage carbonation systems. Such belief is based on consumer
surveys we commissioned that show SodaStream has the largest market share in each of a dozen of the largest markets in which we
operate and the lack of a competing home beverage carbonation system in the significant majority of other markets around the world,
including the United States. We continue to grow our installed base and estimate, based on consumer surveys and sales of CO2refills, that there are currently approximately 6.0 million households who create a carbonated beverage using our system
at least once every two weeks, whom we refer to as active consumers, with many of the largest carbonated soft drink and sparkling
water markets still remaining virtually untapped.



We develop,
manufacture and sell soda makers and exchangeable carbon-dioxide (CO2) cylinders, as well as consumables, consisting
of CO2 refills, reusable carbonation bottles and flavors to add to the carbonated water. We currently sell our products
through more than 60,000 retail stores in 45 countries, including 30 countries that we have entered since the beginning of 2007.
In 2012, we added more than 10,000 new stores of which more than 5,000 stores were added in the United States for a total of approximately
15,000 stores in the United States. We distribute our products directly in 21 countries and indirectly through local distributors
in our remaining markets. Our products are sold under the SodaStream® brand name in most countries, and under the Soda-Club®
brand name or select other brand names in certain other countries. While our distribution strategy is customized for each market,
we generally employ a multi-channel distribution approach that is designed to raise awareness and establish positioning of our
product offerings, first in specialty retail and direct marketing channels and then in larger food, drug and mass retailers.



From 2010 through
2012, our revenues grew at a compound annual growth rate of 44.7% from $208.4 million to $436.3 million. We had net income of
$12.6 million, $27.5 million and $43.9 million in 2010, 2011 and 2012, respectively. Similarly, from 2010 through 2012, our revenues
from soda makers and exchangeable CO2 cylinders grew from $87.2 million to $185.9 million, while our revenues from
sales of consumables grew from $113.4 million to $241.9 million. Our sales in the United States have increased from $4.4 million
in 2007 to $143.0 million in 2012. Between 2007 and 2012, we further penetrated key existing markets, including Australia, the
United Kingdom, France and Italy, where we previously had minimal presence.



Industry background



Our products
address several long-term trends in global consumer behavior, including the rapidly growing popularity of environmentally-friendly
(or “green”) products. In the United States, consumers have adopted more environmentally conscious behavior in recent
years.



In addition
to this environmental trend, we believe that several other important consumer trends influence demand for our products. Consumers
continue to increasingly prioritize health and wellness, including by favoring more natural and fresh food and beverage products.
Consumers are also exhibiting an increased focus on value, including by increasingly favoring private label products, “do
it yourself” alternatives and eating more at home instead of at restaurants.



Consumers initially
purchase a “starter kit,” consisting of a soda maker, one or two carbonation bottles together with hermetically-sealing
bottle caps and, in some markets, samples of a variety of flavors. The starter kit also includes an exchangeable CO2
cylinder which is provided under license and can produce between 30 and 130 liters of carbonated beverages, depending on the size.
Such systems are typically sold in the United States at prices ranging from $79.95 for a basic plastic model that uses a plastic
carbonation bottle, to $199.95 for the higher-end Penguin model that has stainless steel components and utilizes glass carbonation
bottles.



Soda makers.  We
currently offer a broad range of soda makers. Our soda makers are free-standing, lightweight and compact, and have a stylish design.
They are made of stainless steel and/or plastic. Except for one of our newest models, the "Revolution," our soda makers
do not require electricity. The CO2 cylinder fits easily in a rear compartment and by the push of a button carbonates
water. Our soda makers are sold in a variety of styles and CO2 cylinder sizes.



16







Exchangeable
CO2 cylinders.  The basis of the SodaStream home beverage carbonation system is the carbonation
of water by means of an aluminum or steel cylinder containing compressed liquid CO2. The cylinder is inserted by the
consumer into the soda maker. Certain models of soda makers can accommodate different size cylinders, while others fit only the
“standard” 60-liter cylinder. The actual amount of beverage produced per cylinder varies based on the CO2
content, the type of soda maker used and user preference (the amount of carbonation released during each carbonation). We only
use beverage-grade CO2 in our cylinders, the same as that used by the world’s major soft drink companies. We
recently introduced natural sourced CO2 (derived from natural underground sources) in certain markets, in addition
to CO2 extracted from the atmosphere.



CO2refills.  We provide beverage-grade CO2 refills through authorized retailers that participate in
our cylinder exchange program. These retailers generally maintain a stock of filled cylinders in their inventory. Consumers typically
exchange their empty cylinders at retail stores or through online orders for full cylinders and pay only the price of the CO2.
In some markets, direct home delivery and exchange is also available, and we use third-party carriers to exchange the empty cylinders
for full ones. Empty cylinders are then delivered to a filling plant where they are inspected, cleaned, and refilled for distribution.
We conduct CO2 refilling (including third-party facilities) in Australia, Germany, Israel, the Netherlands, New Zealand,
South Africa, Sweden and the United States. We periodically evaluate opening additional refilling stations in our existing markets
based on demand for CO2 refills and other factors. Consumers in the United States typically pay either $14.99 for a
60-liter CO2 refill or $29.99 for a 130-liter CO2 refill.



Carbonation
bottles.  Our home beverage carbonation system produces sparkling water in a high pressure-resistant plastic or
glass bottle, which we manufacture specifically for repeated usage. These specially-designed carbonation bottles are the only
bottles intended for use with our home beverage carbonation system. The glass bottle, as well as some versions of the plastic
bottle, are dishwasher-safe. For the high-end market, we offer two soda makers specifically intended to be used with glass bottles,
which are appropriate for a more formal table setting. Carbonation bottles can easily be personalized and are offered in a variety
of colors, designs and sizes. The plastic bottles are BPA-free and are designed to have a lifespan of three years. Consumers often
purchase additional carbonation bottles to allow for several bottles of carbonated soft drinks or sparkling water to be available
at the same time. Consumers in the United States typically pay $19.99 for two additional plastic one liter carbonation bottles
and $14.99 for two additional plastic half liter carbonation bottles or for one additional glass carbonation bottle.



Flavors.  We
work closely with a leading international flavor and essence manufacturer who provides research and product development services,
including sensory testing in order to constantly broaden and adapt the range of flavors to consumer tastes. Flavors come in a
highly concentrated form, customized for our home beverage carbonation system. Flavors are usually sold in 500 ml or 750 ml bottles,
which typically produce 12 or 18 liters of carbonated soft drinks. In 2012, we launched the SodaCaps that are single-serve disposable
capsules that add a pre-measured amount of flavor to SodaStream carbonating bottles, resulting in a consistently flavored beverage
each time and offering the consumer a new improved user experience. Our current product range consists of more than 100 flavors,
including a large variety of fruit flavors. We also offer flavors that are designed to appeal to consumers of a range of leading
carbonated soft drink brands, as well as “enhanced” flavors, including fruit, energy, isotonic and natural blends.
Most flavors are available in both regular and diet versions, and we are increasingly producing a larger variety of natural and
“enhanced” flavors (green tea essence, pomegranate, and vitamin-enhanced) to meet growing consumer demand in these
areas. As part of our strategy, we recently entered into strategic co-branding transactions with Kraft Foods, Inc. relating to
Crystal Light lemonade, Country Time lemonade and Kool-Aid, with Campbell Soup Company relating to V-8 Splash and V-8 Fusion and
Ocean Spray Cranberries Inc. relating to cranberry-based beverages and other beverages. These collaborations allow us to offer
our consumers a variety of well-known brands and flavors. As part of our focus on better-for-you beverages, we do not use high-fructose
corn syrup in our flavors, and we offer diet versions without aspartame and saccharin. In addition, we address local tastes by
producing flavors geared for individual markets such as ginger beer (South Africa), root beer (United States), must (Scandinavia)
and chinotto (Italy). We also offer special “limited edition” flavors for holidays or seasonal campaigns such as apple-cinnamon,
vanilla-lemon, pear-honey, papaya-lime and mango-coconut. Consumer “starter kits” usually include flavor sample packs
to provide the consumer with an opportunity to become acquainted with our flavors. Consumers in the United States typically pay
between $4.99 or $9.99 for a 500 ml bottle of one of our flavors, which would usually produce 12 liters of carbonated soft drinks.



Other accessories.  We
also sell additional accessories for our products, including bottle cleaning materials and ice cube trays shaped to produce ice
cubes that fit in our carbonation bottles. These products are manufactured by third parties.



Distribution



We mostly market
our products through retail channels. We distribute our products in 45 markets, 21 directly and the remainder indirectly through
our exclusive distribution partnerships.



We generally
employ a multi-channel distribution strategy in each geographical market that is designed to raise awareness and establish positioning
of our product offerings, first in specialty retail and direct marketing channels and then in larger food, drug and mass retailers.
Our products are sold at more than 60,000 stores worldwide, including many of the largest retailers in our markets.



17







Direct markets



We historically
opened subsidiary offices in countries in which we sold our products. In these markets, we typically utilize our own internal
sales force and, in certain countries, sub-distributors as well. Following our purchase of our Nordics distribution from Empire
AB, in January 2012, and our Canadian distribution from Simply Ecological Products Ltd, in August 2012, we distribute our products
directly in 21 countries.



Indirect markets



In 2007, we
implemented a new distribution strategy and, in order to expedite penetration into certain new markets, we contracted with third-party
distributors who facilitate distribution of our products. In 2012, our distributors accounted for 25% of our total revenues. The
gross margin on sales is generally higher in markets where we distribute directly than markets in which we use third party distributors



Distributors
sell to retailers in their relevant markets either through their own sales force or through wholesalers and agents, or a combination
of these. Sales activities follow typical retail sales processes, including initial pitches and offers, periodic product range
and price reviews, offers for seasonal or limited edition activities and promotions. Merchandising and demonstrations of the products
are managed by the distributor in cooperation with the retailers. Delivery to retailer chains can be to central warehouses or to
individual stores depending upon the specific agreements with the retailer.



To ensure promotion
of our brand in our indirect markets, we provide our distributors with various forms of marketing materials. In all cases, materials
that use our brand — including our trademarks, all promotions, and all sales and marketing materials — must
be prepared or approved by us. We agree with our distributors on an annual advertising and promotional budget, of which we contribute
a portion.



When we
evaluate potential distributors, we take into consideration several factors, including their experience with selling and
marketing consumer products to retail channels; existing sales, logistics and distribution capabilities; current product
portfolio; financial strength; and suitability to market our products. Distributors are given exclusivity over a particular
territory for a given period, so long as they achieve certain requirements relating to minimum purchase amounts and marketing
investments. These requirements are set by us after consultation with the distributor. We attempt to set realistic targets
for the distributor that are achievable if the distributor dedicates sufficient resources to the distribution of our
products. We work closely with our distributors to assist them in preparing and executing a multi-year strategy. Most
distributors also operate e-commerce sites in their countries as well as our website in their local language. During the past
five years, we significantly increased the number of countries where our products are sold by appointing exclusive
distributors, including in Brazil, Chile, Colombia, Cyprus, Czech Republic, France, Hungary, Ireland, Italy, Japan, Malta,
Mexico, Philippines, Portugal, Romania, Russia, Slovakia, Slovenia, South Korea, Taiwan and Ukraine.



We continue
to penetrate new markets in collaboration with distributors. Factors that we consider in prioritizing which markets to enter include:
the size of the carbonated soft drink and carbonated water market, per capita consumption of carbonated beverages, the perceived
quality of the tap water, household demographics and environmental and health consciousness.



Our distribution
agreements are generally exclusive agreements for a given territory with a five-year term and an option to renew; however, our
contracts contain performance criteria to maintain exclusivity. Distributors are required to meet annual purchase targets defined
as monetary amounts for the first year or two of the distribution contract, as well as to meet certain defined growth targets
for each of the subsequent years until the end of the contract (usually five years). In addition, annual and semi-annual discussions
with distributors often include more specific volume targets per product type. Distributors that do not meet their defined purchase
targets can be terminated by notice during the first quarter following the year in which they failed to achieve the target. The
termination takes effect six months after the notice is given.



In addition
to carrying a full selection of our products, the distributor also agrees to manage the reverse logistics needed for our customers
to return empty CO2 cylinders and exchange them for filled CO2 cylinders.



In addition,
SodaStream Israel Ltd., our Israeli sales and marketing subsidiary, also serves as the exclusive distributor of Brita water filtration
systems in Israel. Brita’s products sold by SodaStream Israel Ltd. include water containers and filter cartridges used with
such water containers. SodaStream’s primary responsibilities under the agreement include purchasing, distributing and promoting
the sale of Brita’s products in Israel, after obtaining all legal approvals necessary for the importation and sale of such
products in Israel. The agreement is for an indefinite period, and can be terminated by either party upon 12 months’ prior
written notice from the end of the month in which notice is given.



18







Retailers



In both our
direct and indirect markets, we sell our products primarily at retail stores, as well as over the Internet. We target major retailers
with either a national footprint or a significant regional concentration. Set forth below is a representative list of our current
retailer relationships:



|Western
    Europe |  | Central
    and EasternEurope, Middle Eastand Africa |  | The
    Americas     |  | Asia-Pacific     
|------------------ |  | ---------------------------------------------------- |  | -------------------- |  | -----------------
|Ahlens             |  | ACE                                                  |  | Bed Bath & Beyond    |  | Assorted Homeware
|Auchan             |  | Ahold                                                |  | Best Buy             |  | Automatic Centre 
|Boulanger          |  | Argos                                                |  | BJ’s                 |  | Betta            
|Carrefour          |  | Auchan                                               |  | Costco               |  | Bing Lee         
|The Conrad Shops   |  | Blue Square                                          |  | Crate and Barrel     |  | Bunnings         
|Coop               |  | Clicks                                               |  | El Palacio de Hierro |  | Clive Peeters    
|Cora               |  | Cora                                                 |  | Home Outfitters      |  | Coles            
|Costco             |  | DartyDatart                                          |  | JC Penney            |  | Djones           
|Darty              |  | FoodZone                                             |  | Kitchen Collection   |  | Globus           
|Edeka              |  | Game                                                 |  | Kohl’s               |  | Good Guys        
|Electrolux Home    |  | General Trade                                        |  | Le Gourmet Chef      |  | Harris Scarfe    
|elGiganten         |  | Globus                                               |  | Liverpool            |  | Harvey Norman    
|Elkedjan           |  | Home Center                                          |  | Linen Chest          |  | IGA              
|Euronics           |  | InterSpar                                            |  | London Drugs         |  | John Danks       
|Expert             |  | John Lewis                                           |  | Macy’s               |  | Kmart            
|Harvey Nichols     |  | Makro                                                |  | Planet Organic       |  | M10              
|ICA                |  | Media Markt                                          |  | Sam’s Club           |  | Mitsukoshi       
|Intermarche        |  | Media Saturn                                         |  | Sears                |  | Myers            
|InterSpar          |  | Metro/Stax                                           |  | Shopko               |  | RetraVision      
|Harrods            |  | OK Foods                                             |  | Staples              |  | SM               
|Jarnia John        |  | Pick’n Pay National                                  |  | Sur La Table         |  | Target           
|Lewis              |  | Planeo Partners                                      |  | Target               |  | Woolworth        
|Karstadt           |  | Shield                                               |  | The Bay              |  | Takashimaya      
|Kasanova           |  | Shoprite Checkers                                    |  | Walmart              |  |                  
|Kaufhof            |  | Shufersal                                            |  | Wegman's             |  |                  
|Kaufland           |  | SparTesco                                            |  | Williams Sonoma      |  |                  
|Leclerc            |  |                                                      |  |                      |  |                  
|Media Markt        |  |                                                      |  |                      |  |                  
|Media Saturn       |  |                                                      |  |                      |  |                  
|Metro              |  |                                                      |  |                      |  |                  
|Migros             |  |                                                      |  |                      |  |                  
|OBI                |  |                                                      |  |                      |  |                  
|OnOff              |  |                                                      |  |                      |  |                  
|Real               |  |                                                      |  |                      |  |                  
|REWE               |  |                                                      |  |                      |  |                  
|Rossmann           |  |                                                      |  |                      |  |                  
|Selfridges         |  |                                                      |  |                      |  |                  
|SIBA               |  |                                                      |  |                      |  |                  



During 2012,
we began selling our products at more than 10,000 additional retail stores with our home beverage carbonation system, bringing
our total worldwide retail distribution to more than 60,000 stores. Our continuously increasing retail distribution is an important
element in bringing our products to potential consumers and thereby generating the acquisition of our system by new customers.
Additionally, we believe that the widespread availability and easy access to consumables (primarily gas refills and flavors) are
key to securing ongoing customer retention and loyalty. Indeed, one of our most important competitive advantages is our strong
network of retail distribution, in particular, that of our gas refill exchange program.



In addition,
we intend to further penetrate our existing markets by increasing the number of stores in which our products are currently being
sold in each region. In 2012, we have continued to expand our presence in the United States and significantly increased the retail
distribution of our products in the United States by adding more than 5,000 stores.



Marketing



Our marketing
objective is to establish and position carbonated beverages created using our soda makers as an attractive alternative to canned
and bottled carbonated soft drinks and to position the brand as desirable, yet accessible, as a mass market solution. Consumer
demand activities are designed primarily to increase the installed base of soda makers as measured in terms of percentage household
penetration in each market. Secondarily, we promote “users for life” so as to generate ongoing demand for our consumables
(the CO2 refills, carbonation bottles and flavors). We believe that widespread availability and easy access to consumables
are key to customer retention and loyalty.



Our marketing
activities include brand and product marketing and management as well as sales support programs. We use a variety of vehicles,
including advertising, direct marketing and public relations, in-store demonstrations, infomercials and our website to build brand
awareness, educate new consumers about the benefits of home beverage carbonation systems, communicate the advantages of our products
and establish brand positioning, all of which are designed to increase our installed base of active user households in our markets.
As an example, in the fourth quarter of 2011, more than 20,000 in-store demonstrations of our products were carried out in the
United States, and we launched our first television commercial campaign in that market. During the first quarter of 2013, we aired
our first ever Super Bowl commercial to reach more than 100 million viewers.. We also use our marketing programs to support the
sale of our products through new channels and to enter new markets. Our internal marketing team supports sales at the point-of-sale
through trade marketing, developing and executing product and brand initiatives, and consumer education.



19







We challenge
consumers to re-think the way they obtain carbonated drinks and consider home carbonation, specifically our home beverage carbonation
system, as a viable alternative. This consumer education is done through various vehicles, including direct advertising, promotional
activity, especially in-store demonstrations at the point of sale, and public relations campaigns and activities. We use both
traditional media (TV, print and out-of-home) as well as digital media (pay-per-click, search engine optimization and affiliate
marketing) in these efforts, as well as infomercials. We conduct surveys and use third-party tracking programs in order to track
our household penetration, usage behaviors and consumer opinions across markets and to measure the success of our marketing activities
over time.



Acquiring
a new customer is only the beginning of a relationship with the customer. To this end, we continuously test and apply various
marketing tools to improve customer retention. In addition to continuously offering the customer new flavors, we employ
subscription programs, newsletters, warranties, trade-in promotions and various other programs to keep the customer engaged.
Moreover, seasonal flavors and “limited edition” promotional bottles are also directed at customer retention.
Finally, we offer easy access to CO2 refills through mass distribution of our exchange cylinder program and
direct-to-home delivery from web orders. We also encourage our consumers to purchase additional CO2 cylinders,
which also contributes to keeping customers actively using our products over time. In certain markets, we have implemented
customer loyalty programs that reward customers for repeat purchases.



We believe
we are also an attractive partner to municipalities and public water companies. For such entities, we provide various benefits,
including a reduction in the amount of waste required to be disposed and enabling municipalities to improve the image of their
tap water. During the past four years, we have entered into a number of partnership programs with municipal authorities and public
water providers. Among these are Veritas, the water company of Venice, Italy; the municipality of Trenta, Italy; and WasserVien
of Munich and Dresden, Germany and of Vienna, Austria. We are currently exploring several similar partnership programs in certain
other markets around the world. These programs typically involve education and special offers for the customers of the municipal
water utility, distributed inside the envelopes with the monthly utility bill. These joint programs have included retail tie-in
and public relations coverage for us. Municipal partnerships are an important endorsement and source of high-quality public relations
for us.



Our marketing
activities are managed from our headquarters in Israel. Each market has a representative (either through our subsidiary or through
our distributor partner) who works closely with our marketing team to localize our marketing activities in accordance with the
individual tastes and preferences in a particular country.



Manufacturing and production



We
manufacture most of our products ourselves in our own production sites or in sites of subcontractors under our guidelines
and supervision. We believe that in light of our strict quality control and the safety and regulatory standards to which we
are subject, self-manufacture is the best and most efficient way to ensure that our customers receive quality products. We
now manufacture our products in over 20 locations around the world. Most of our products are manufactured at our facilities
in Mishor Adumim, in disputed territory sometimes referred to asthe "West Bank," in Alon Tavor,
in northern Israel, and in Ashkelon, on the Mediterranean coast of Israel. In the Mishor Adumim facility, we have
various manufacturing functions, including metals, bottle blowing, machining, assembly, cylinder manufacturing,
CO2 refills and cylinder retesting. In Alon Tavor, we have plastic injection, painting, carbonation parts
assembly, printing and assembly. In Ashkelon, we manufacture the flavors that are distributed worldwide.



We also outsource
the production of certain components of our products to subcontractors in Israel and in China. In addition, we conduct CO2refilling in Australia, Germany, Israel, the Netherlands, New Zealand, South Africa, Sweden and the United States. We primarily
manufacture our CO2 cylinders ourselves, but in certain cases we also purchase empty CO2 cylinders from
other suppliers who have passed our rigorous safety standards. We have recently announced
a strategic manufacturing agreement with Cott Beverages Inc., a subsidiary of Cott Corporation, to produce flavors made specifically
for our carbonation system in their production facility in the United States.



Our future
success requires that we have adequate capacity in our manufacturing facilities to manufacture sufficient products to support
our current level of sales and the anticipated increased levels that may result from our growth plans. We were able to meet higher
than expected demand in 2011 and 2012 and believe that the capacity of our current manufacturing facilities and subcontractors
is sufficient to meet anticipated demand for our products through 2014. We currently anticipate needing additional manufacturing
capacity in the future as the demand for our products continues to increase. We intend to meet this future need for additional
manufacturing capacity by constructing an additional manufacturing facility in southern Israel. Pending the construction of such
an additional manufacturing facility, we are investing in expanding our manufacturing capabilities through other means, primarily
by expanding the manufacturing capacity at our existing facilities and by increasing the use of subcontractors for certain products
and components.



We are currently
constructing an additional facility in the southern part of Israel (construction commenced in the third quarter of 2012) that
will be approximately 915,000 square feet. We expect to complete the first phase gradually within approximately 18 to 30 months
from the commencement of construction. Upon completion of the first phase, the new site will have all production capabilities
necessary to produce all of our products. The second phase will increase the capacity of the site. The total anticipated capital
expenditures required for the construction is approximately $90.0 million of which the first phase is approximately $49.0 million.
The new facility is being built in an industrial park that has provided governmental grants and is considered a priority manufacturing
area, which provides tax benefits under Israeli law.



20







We manufacture
our products in accordance with relevant safety and regulatory bodies around the world. We also have implemented specific quality
assurance procedures throughout the various stages and processes of manufacturing to ensure the quality of all of our products.



We use certain
raw materials to manufacture our soda makers, carbonation bottles, CO2 cylinders and flavors. The most important of
these materials are aluminum, brass, certain plastics, flavor ingredients and sugar. We believe that these materials are readily
available from multiple sources and that we have sufficient inventory to continue manufacturing during the time it would take
us to locate and qualify an alternative source of supply. The cost of such raw materials has fluctuated in the past. We engage
in long-term purchase agreements and in hedging transactions to lower the impact of such fluctuations.



Product development



We maintain
an active innovation, design and product development department, which is engaged in devising new products that offer improved
aesthetics and lifestyle appeal as well as improved functionality and user experience. Since 2007, we have introduced several
new and more up-scale models of soda makers, some of which use glass or dishwasher-safe plastic carbonation bottles. Recently,
we introduced the “Source,” an elegantly-designed soda maker by Yves Behar that combines beauty, functionality and
efficiency, and the “Revolution,” a new, electrically powered innovative soda maker that offers many new features,
such as “touch-button” activation, providing a choice of carbonation levels (low, medium, high, turbo), a “snap-n-lock”
mechanism for easy bottle insertion and removal and an LED display indicating carbonation progress and CO2 usage status.
We are continuously introducing new flavors, such as all-natural cola, root beer and ginger ale, and have increasingly expanded
the variety of natural and “enhanced” flavors, including fruit, energy and isotonic blends, to satisfy evolving consumer
tastes. As part of our focus on better-for-you beverages, we do not use high-fructose corn syrup in our flavors and offer certain
of our diet versions with Splenda® or with Stevia and without aspartame and saccharin. We also address local tastes with flavors
designed for individual markets. We have recently entered into strategic co-branding transactions with Kraft Foods, Inc. relating
to Crystal Light lemonade, Country Time lemonade and Kool-Aid, with Campbell Soup Company relating to V-8 Splash and V-8 Fusion
and Ocean Spray Cranberries Inc. relating to cranberry-based beverages, among others.



We constantly
continue to innovate and improve our products, and are currently developing several new and improved soda makers and other products.
Additionally, we launched a program in 2012 that we refer to as “Powered by SodaStream,” whereby we collaborate with
third parties to become the CO2 providers for their carbonation devices. For example, in 2013, we partnered with Samsung,
a leading home appliance brand, to launch the first ever refrigerator that offers sparkling water. In 2012, we partnered with
Breville to develop and provide CO2totheir premium home carbonation system. We expect to benefit from
the consumable sales that are generated from these appliances in the after-market. Consumers using these products will become
our customers when they need to purchase additional CO2 and other consumables, which would increase our household penetration
base and generate higher-margin sales of consumables. We hope to expand this program to include the licensing of our proprietary
carbonating technology to third parties.



In 2012, we
introduced our SodaCaps that are innovative, patent pending, single-serve disposable capsules that add a pre-measured amount
of flavor to SodaStream carbonating bottles, resulting in a consistently flavored beverage and an improved user experience.



In
addition, in 2012, we  also announced the AquaBarby
Italian designer Stefano Giovannoni that is a point of use water station, which caters to a full range of home water needs,
including sparkling water.



Intellectual property



Our intellectual
property portfolio is one of the means by which we attempt to protect our competitive position. We have a variety of trademarks
registrations and pending applications, patents and pending applications and design registrations and pending applications, some
of which we acquired as part of our acquisition of certain assets of Wassermaxx in 2009. We rely on a combination of trademark
and patent protection for our products, with a focus on trademarks. We are constantly seeking ways to protect our intellectual
property through registrations in relevant jurisdictions. As our patent portfolio is limited, and as certain of the more basic
patents on our technology have expired, we have increasingly turned to design registrations to protect the unique proprietary
designs of our products. We have actively monitored and challenged the sale of products that we believe infringe our intellectual
property rights in the past, and we intend to continue to actively protect our intellectual property rights in the future to the
fullest extent possible. We place trademarks on all of our products, including carbonation bottles, CO2 cylinders and
flavors. To protect our know-how and trade secrets, we generally require our employees with access to our know-how and trade secrets
to enter into agreements acknowledging our ownership of all inventions and intellectual property rights that they develop during
the course of their employment and to agree not to disclose our confidential information. In addition, we typically include non-compete
and confidentiality provisions, as well as provisions acknowledging our ownership of all intellectual property rights, in our
distributor and supplier agreements.



Competition



We face limited
competition from manufacturers of other home soda makers in certain jurisdictions. Since we are active in the carbonated soft
drink and sparkling water markets, we also compete with the large global beverage companies for the dollars spent by consumers
on non-alcoholic beverages. These include primarily manufacturers of carbonated soft drinks and sparkling water.



21







We also face
competition with respect to some of our consumables, in particular in our CO2 refill business and our flavors. Third
parties may manufacture and refill cylinders that can be used with our soda makers. We have generally entered into agreements
with distributors and retailers that prohibit third parties from refilling our empty cylinders. Notwithstanding such arrangements,
a court ruling in Germany allows consumers, as well as retailers who are not party to written agreements with SodaStream, to refill
cylinders with CO2 supplied by third parties. See “Item 8.A — Consolidated Statements and Other
Financial Information — Legal proceedings.” We may in the future become subject to similar rulings in other
jurisdictions. With respect to our flavors, we face competition from various companies that produce soft drink syrups and fruit-flavored
mixes to add to sparkling or still water.



Although manufacturers
of consumer products may enter the home beverage carbonation system market as the industry grows, we believe that it will be difficult
for new entrants to provide a complete product system to consumers. In particular, we believe that the reverse logistics needed
for our customers to return empty CO2 cylinders and exchange them for filled CO2 cylinders at retail stores,
currently comprised of a pool of several million cylinders globally, will be difficult and expensive for others to replicate.



Government regulation



Our products,
which include both food products and compressed gas, are regulated by governments in most jurisdictions in which we do business.
Food products, such as flavors and beverage-grade CO2, are subject to regulation both at regional levels such as the
European Union, as well as on a national level. These regulations require us to vary product formulations and labeling. In addition,
certain marketing claims regarding our flavors differ from jurisdiction to jurisdiction as a result of local regulations.



The
transport of compressed gases, such as the CO2 in our cylinders, is regulated in most jurisdictions. The
manufacturing process and cylinder features vary by jurisdiction, and we manufacture different cylinders, each of which is
subject to a separate regulatory regime, for use in the European Union, Switzerland (SVTI), the United States (Department of
Transportation) and Canada (Transport Canada). The various regulatory bodies have different requirements for periodic
re-testing of cylinders that vary from between five to ten years, procedures for which we are largely self-certified. In
addition, the transport of cylinders is regulated on an international level and all of our cylinder packaging bears the
international “green diamond” symbol for a Class 102 product. In the United States and other jurisdictions, our
cylinders are regulated as hazardous materials.



Facilities



Our
headquarters in Airport City, Israel is comprised ofapproximately28,308square feet of office and warehouse space under a lease that
terminates in April 2018. We also lease our Israeli manufacturing facilities. Our Mishor Adumim facility, in a disputed area which
is often referred to as the “West Bank,” is comprised of 164,214 square feet of factory, warehouse and office space
under a lease that terminates in July 2013. This is subject to automatic extension for five one-year periods unless we notify
the lessor that we do not wish to extend the lease. Our facility in Alon Tavor, which is located in northern Israel, is comprised
of 40,000 square feet of factory space and is subject to a lease that terminates in December 2049. Our Ashkelon facility, on the
Mediterranean coast of Israel, is comprised of approximately 21,528 square feet of factory, warehouse and office space under a
lease that terminates in March 2015. Our facility in Limburg, Germany is comprised of 48,987 square feet of factory, office and
warehouse space under a lease that terminates in August 2017. This location is used for sales and marketing activities as well
as gas refilling. Additional gas refilling takes place in Australia, Israel, the Netherlands, New Zealand, South Africa, Sweden
and the United States.



Our European
commercial and logistics center is managed from Rijen, the Netherlands. We have marketing and sales subsidiary offices in Australia,
Canada, Denmark, Finland, Germany, Israel, Italy, the Netherlands, Norway, South Africa, Sweden, Switzerland, the United Kingdom,
and the United States. We believe that our existing facilities are adequate for our current needs and that suitable additional
or alternative space will be available on commercially reasonable terms to meet our future needs.



We have begun
construction of an additional facility in the southern part of Israel. See “— Manufacturing and production.”



Seasonality



For a discussion
of seasonality, please refer to “Item 5.A — Operating Results — Seasonality.”



| | C. | Organizational Structure
| | -- | ------------------------



We were formed
in March 2007, for the purpose of fully controlling Soda-Club Enterprises N.V. (“SCNV”). Our operational activities,
our subsidiary SCNV and all the subsidiaries of SCNV (together referred to as the “Group” and individually as “Group
companies” or “Group entities”) are managed by SCNV’s wholly owned subsidiary, SodaStream International
B.V. (formerly Soda-Club International B.V.), registered in the Netherlands.



22













The following table sets forth the subsidiaries
owned, directly or indirectly, by us as of March 31, 2013:



|Name of Subsidiary                                                       |  | Jurisdiction             |  | Ownership Interest |    
|------------------------------------------------------------------------ |  | ------------------------ |  | ------------------ | ---
|SodaStream Enterprises N.V.                                              |  | Netherlands Antilles     |  |                    | 100
|SodaStream International B.V.                                            |  | The Netherlands          |  |                    | 100
|Soda-Club Worldwide B.V.                                                 |  | The Netherlands          |  |                    | 100
|SodaStream GmbH                                                          |  | Germany                  |  |                    | 100
|SodaStream Industries Ltd.                                               |  | Israel                   |  |                    | 100
|SodaStream Israel Ltd.                                                   |  | Israel                   |  |                    | 100
|SodaStream Österreich GmbH                                               |  | Austria                  |  |                    | 100
|SodaStream Australia PTY Ltd.                                            |  | Australia                |  |                    | 100
|SodaStream (New Zealand) Ltd.                                            |  | New Zealand              |  |                    | 100
|SodaStream (SA) (Pty) Ltd.                                               |  | South Africa             |  |                    | 100
|SodaStream USA, Inc.                                                     |  | Delaware (United States) |  |                    | 100
|SodaStream Direct, LLC                                                   |  | Delaware (United States) |  |                    | 100
|Soda-Club CO2 Ltd.                                                       |  | British Virgin Islands   |  |                    | 100
|Soda-Club (Europe) Limited                                               |  | United Kingdom           |  |                    | 100
|Soda-Club Switzerland GmbH                                               |  | Switzerland              |  |                    | 100
|Soda-Club (CO2 ) SA                                                      |  | Switzerland              |  |                    | 100
|SodaStream (CO2 ) SA                                                     |  | Switzerland              |  |                    | 100
|Soda-Club (CO2 ) Atlantic GmbH (LLC)                                     |  | Switzerland              |  |                    | 100
|SodaStream (Switzerland) AG                                              |  | Switzerland              |  |                    | 100
|Soda-Club Worldwide BV Sp. Z.O.O Oddzial w polsce Branch                 |  | Poland                   |  |                    | 100
|SodaStream Worldwide Trading Company Branch                              |  | United Kingdom           |  |                    | 100
|Soda-Club Worldwide BV Holland Filial (Sweden) Branch                    |  | Sweden                   |  |                    | 100
|SodaStream Nordics AB                                                    |  | Sweden                   |  |                    | 100
|Soda-Club Worldwide BV (France) Branch                                   |  | France                   |  |                    | 100
|Soda-Club Worldwide BV (Greece) Branch                                   |  | Greece                   |  |                    | 100
|SodaStream Professional S.r.l.                                           |  | Italy                    |  |                    | 100
|SodaStream International BV Norwegian Branch                             |  | Norway                   |  |                    | 100
|SodaStream Denmark Branch Filial of SodaStream International BV, Holland |  | Denmark                  |  |                    | 100
|SodaStream International BV Branch in Finland                            |  | Finland                  |  |                    | 100
|SodaStream Canada Ltd.                                                   |  | Canada                   |  |                    | 100



| | D. | Property, Plants and Equipment
| | -- | ------------------------------



For a discussion of property, plants and
equipment, see “Item 4.B — Business Overview — Manufacturing and production,” “Item
4.B — Business Overview — Facilities” and “Item 5.A — Operating Results — Application of critical accounting policies and use of estimates — Property,
plant and equipment.”



| | Item 4A. | UNRESOLVED STAFF COMMENTS
| | -------- | -------------------------



Not applicable.



| | Item 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
| | ------- | --------------------------------------------



Summary



SodaStream manufactures home beverage
carbonation systems, which enable consumers to easily transform ordinary tap water instantly into carbonated soft drinks and
sparkling water. We develop, manufacture and sell soda makers and exchangeable carbon-dioxide (CO2) cylinders, as
well as consumables, consisting of CO2 refills, reusable carbonation bottles and flavors to add to the carbonated
water.



We currently sell our products through
more than 60,000 retail stores in 45 countries, including 30 new countries that we have entered since the beginning of 2007. Following
the purchase of our Nordics distribution from Empire AB, our former distributor, in January 2012, and the purchase of our Canadian
distribution from Simply Ecological Products Ltd, our former distributor, in August 2012, we distribute our products directly in
21 countries and indirectly through local distributors in our remaining markets.



Our products are sold under the SodaStream®
brand name in most countries, and under the Soda-Club® brand name or selected other brand names in certain other
countries. While our distribution strategy is customized for each market, we generally employ a multi-channel distribution approach
that is designed to raise awareness and establish the positioning of our product offerings, first in specialty retail and direct
marketing channels and then in larger food, drug and mass retailers.



We have an attractive “razor/razor
blade” business model, which is designed to increase sales of soda makers (the razor); and to generate recurring sales of
higher-margin consumables, consisting of CO2 refills, carbonation bottles and flavors (collectively, the razor blades).
As sales of our soda makers increase, we expect that the subsequent sales of related consumables will result in increased gross
profits due to the higher gross margin associated with our consumables. However, in order to further develop our customer base,
we plan to continue to focus on increasing our soda maker sales and expect soda maker sales to continue to be a growing component
of our overall revenue. We therefore do not foresee a material overall increase in gross margin over the next few years.



23







Our revenue grew by 38.6% from
$208.4 million in 2010 to $289.0 million in 2011 and by 51.0% to $436.3 million in 2012. The growth in 2012 was achieved
by year-over-year growth in each of our regions, led by Asia-Pacific, in which revenue increased by 101.7% in 2012 compared
to 2011. This was followed by the Americas in which revenue increased in 2012 by 88.0% compared to 2011, the majority of
which came from the United States; Western Europe, in which revenue increased by 33.4% in 2012 compared to 2011; and CEMEA,
in which revenue increased by 3.4% in 2012 compared to 2011. By product, our two major segments — soda
makers and exchangeable CO2 cylinders, and consumables — delivered revenue growth of 48.0% and
54.1%, respectively, in 2012. Within the consumables product segment, in 2012, CO2 refills increased 24.0% to 16.5
million units, and flavors increased 49.0% to 28.1 million units.



We believe that our growth in revenue has
been driven by our heightened focus on promoting soda maker sales in both existing markets and new markets to increase our installed
base of soda makers, particularly in Western Europe, but also in North America and Asia-Pacific. The growth of our installed base
of soda makers has in turn resulted in an increase in revenue from sales of consumables.



Our strategy is to expand our active installed
base of soda makers by further penetrating existing markets and by entering new markets. We intend to continue initiating select
marketing activities, including aggressive public relations campaigns, in-store demonstrations, TV advertising, point-of-sale advertising
and regional and national media advertising campaigns in order to both inform consumers of our product offerings and test the effectiveness
of various demand-creation vehicles. A key part of our strategy is to grow our revenue in the United States, which has become our
largest individual market. We also plan on accelerating our efforts and devoting resources to increase our active customer base
in all of our other markets.



| | A. | Operating Results
| | -- | -----------------



Key measures of our performance



Revenue



Our revenue consists primarily of sales
of soda makers and recurring sales of higher-margin consumables, including CO2 refills, carbonation bottles and flavors.
We derive revenue from the sale of goods to our customers, who may be consumers, retail partners or distributors, depending on
the sales channel through which the goods are sold. The majority of our product distribution to our ultimate customers is through
retail stores. Our distribution retail coverage includes many of the leading chain stores in the markets in which we operate. In
some markets, we also distribute our soda makers and consumables directly to consumers through telephone service centers or the
Internet.



We record revenue from sales of these items
at the gross sales price, net of returns, trade discounts, rebates and provisions for estimated returns. We recognize revenue when
the significant risks and rewards of ownership have been transferred to the buyer, collection of payment is probable, the associated
costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and
the amount of revenue can be measured accurately.



The following tables present our revenue,
by product type for the periods presented, as well as such revenue by product type as a percentage of total revenue:



|(in thousands)                             |  | Year Ended December 31, |        
|------------------------------------------ |  | ----------------------- | -------
|                                           |  | 2010                    |        
|Soda makers and exchangeable CO2 cylinders |  | $                       | 87,177 
|Consumables                                |  |                         | 113,352
|Other                                      |  |                         | 7,885  
|Total                                      |  | $                       | 208,414



|                                           |  | Year Ended December 31, |      
|------------------------------------------ |  | ----------------------- | -----
|                                           |  | 2010                    |      
|Soda makers and exchangeable CO2 cylinders |  |                         | 41.8 
|Consumables                                |  |                         | 54.4 
|Other                                      |  |                         | 3.8  
|Total                                      |  |                         | 100.0



We believe that the number of soda makers
and CO2 refills sold during each period is an important indicator of the expansion rate of our business. The number
of soda maker units sold is indicative of the growth of our customer base and the number of CO2 refills sold is indicative
of consumables sales to our active customer base. The number of soda maker units that we sold in 2012 increased by 82.0% compared
to 2010 and the number of CO2 refills increased by 60.0%. We estimate, based on consumer surveys and sales of CO2
refills, that there are currently approximately six million households who create a carbonated beverage using our system at least
once every two weeks, whom we refer to as active consumers, with many of the largest carbonated soft drink and sparkling water
markets still remaining virtually untapped.



24







We believe that the sale of every soda
maker can have a compounding effect because every sale increases the potential demand for our consumables, which consist of CO2
refills, flavors and carbonation bottles, over time. Each soda maker that is sold comes with a filled exchangeable CO2
cylinder, which is recorded in the revenue category above referred to as “soda makers and exchangeable CO2 cylinders.”
A customer would not typically need to purchase a CO2 refill, which is recorded in the sales category above referred
to as “consumables,” for several months. Consequently, our general historical experience is that the initial growth
in consumables after we enter a new market is slower than growth in soda maker sales, but that the sale of consumables increases
correspondingly once we have established an active customer base. This may results in a lag between the growth in soda maker sales
and growth in the sales of consumables.



While we anticipate that this trend will
continue, a variety of factors, including customer retention rates, the growth of our reverse logistics network, weather and competition
could affect our results in the future. Our distributors operate in a number of our more mature markets and, in particular, one
country in Western Europe that accounts for a little over 10% of our revenue contributes a significantly higher proportion of our
operating income. In some of the markets in which our products are sold, we operate through local distributors. Distributors are
required to meet annual purchase targets defined as monetary amounts for the first or second year of the distribution contract,
as well as defined growth targets for each of the subsequent years until the end of the contract (usually five years). In addition,
annual and semi-annual discussions with distributors often include more specific volume targets per product type. Distributors
that do not meet the defined purchase targets stated in the contract (the annual purchase targets) can be terminated by notice
during the first quarter following the year in which they failed to achieve the target. The termination takes effect six months
after the notice is given.



Cost of revenue and gross margin



Our cost of revenue consists primarily
of raw materials and components, as well as production and production-related labor, freight costs and other direct and indirect
production costs. We require certain raw materials to manufacture our soda makers, exchangeable CO2 cylinders, carbonation
bottles and flavors, including, in particular, aluminum, plastics, flavoring essences, brass, sugar, CO2, sweeteners
and fruit concentrate. In addition, cost of revenue includes the cost of delivery from the production site to the distribution
warehouse. When we sell products to our third-party distributors, they usually collect their orders from our warehouses and bear
the cost of delivery. We have opened regional refilling stations and plan to open additional regional refilling stations in new
markets to lower the freight costs of filling exchangeable CO2 cylinders.



Gross profit and gross margin are influenced
by each of the following factors:



| | · | The gross margins of our consumables are typically higher than the
gross margin of our soda makers. We have found that as markets mature, sales of our consumables become a larger portion of our
total revenue, thus increasing overall gross margins.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The gross margin on sales in markets where we distribute directly
is generally higher than markets in which we use external distributors, due to the elimination of the external distributor’s
margin. In many markets, our expansion strategy is to work with third-party distributors who we believe will have a better ability
to increase revenue in their market than we could if we distributed our products directly. However, in several of our key markets
targeted for expansion, including the United States, we distribute directly, and thus we believe our gross margins will be positively
impacted as the portion of our revenue from these markets increases.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our cost of revenue, and therefore our gross profit, is impacted by
several factors, including the commodity prices of aluminum, plastics, flavoring essences, brass, sugar, CO2, sweeteners
and fruit concentrates; production labor costs; and fuel prices, which affect our freight costs.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our gross margin is exposed to exchange rate fluctuations. We are
                                                                                                             primarily exposed to U.S. Dollar/Euro and U.S. Dollar/NIS currencies movements, with the U.S. Dollar and Euro being the
                                                                                                             principal
                                                                                                             currencies of our sales and the U.S. Dollar, Euro and NIS a significant portion of our material purchasing and production
                                                                                                             costs and operational expenses. As a result, the higher the
                                                                                                             Euro/U.S. Dollar exchange rate and the lower the NIS/U.S. Dollar exchange rate, the higher our gross margin will be. We
                                                                                                             regularly purchase currency hedging options and enter into forward contracts to hedge against the weakening of the Euro
                                                                                                             against the U.S. Dollar or the strengthening of the NIS against the U.S. Dollar. See “Item
                                                                                                             11 — Quantitative and Qualitative Disclosures About Market Risk.”
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Price changes due to various factors, including market conditions,
competition and cost increases. During 2012, price changes did not have a material impact on our gross margin.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We continuously seek to reduce the cost of production, through engineering
and purchasing optimization, without compromising the quality of our products. The success of such cost reduction activities in
the past has resulted in lower production costs and improved gross margins. We expect these activities and related cost savings
to continue. However, new and advanced versions of our products may increase our production costs and reduce our gross margin.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If our overall revenue grows, certain manufacturing costs, which are
fixed in nature, such as the cost of production management and engineering employees, will constitute a smaller percentage of our
overall cost of revenue and will positively affect our gross margin.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25







Operating expenses



Our sales and marketing expenses consist
primarily of wages, salaries and other employee remuneration to our marketing, selling, distribution and other sales-support employees;
advertising and promotional expenses; warehousing and distribution costs and commissions.



Our warehousing and distribution expenses
principally consist of the cost of delivering our products to our customers’ premises (home, office, warehouse or other location
as the case may be). The distribution of our products and the collection of the exchangeable CO2 cylinders for refill
often involve freight costs and require logistical planning and execution. In some countries we also deliver our products directly
to our customers’ homes. In these cases, we bear high distribution expenses for a small volume of deliveries, and the collection
of the empty exchangeable CO2 cylinders. In many cases, we are able to pass some delivery costs on to customers.



Our advertising and promotional expenses
consist primarily of media advertising costs, trade and consumer marketing expenses and public relation expenses. As we intend
to invest in increasing our active customer installed base, particularly in the United States, we expect sales and marketing expenses
in general, and advertising expenses in particular, to increase in absolute terms.



Our general and administrative expenses
consist primarily of wages, salaries and other employee benefits for our managerial and administrative personnel, rental fees and
building maintenance, communications and support costs as well as legal, professional advisors and audit and review costs. As we
expand our installed base of active customers, primarily in our direct sales markets, and in particular, in the United States,
we expect our administrative expenses to increase, mainly due to the additional information technology and finance resources required
for supporting our business growth.



Other income, net consists primarily of
rental income and capital gains and losses.



Financial expenses (income), net, consists
primarily of (i) borrowing costs, (ii) unwinding of discounts on provisions, (iii) foreign currency exchange expenses, and (iv)
losses on derivative instruments. These expenses are offset against (i) interest income on our interest bearing deposits, (ii)
foreign currency exchange income and (iii) gains on derivative instruments.



Corporate taxes



The regular corporate tax rate in Israel
in 2013 and subsequent years is 25%. The Israeli corporate tax rate for the 2012 and 2011 tax year was 25% and 24%, respectively.
Non-Israeli subsidiaries are taxed according to the tax laws in their respective country of organization. Certain of our subsidiaries
benefit from tax incentives, such as reduced tax rates ranging from 0% to 10%. One of our Israeli subsidiaries received “Approved
Enterprise” status under the Israeli Law for the Encouragement of Capital Investments — 1959. The benefits
period of an investment program that was approved in December 1999 ended at the end of the 2012 tax year. This investment program
provided a tax exemption on undistributed earnings derived from program assets for a period of ten years from the first year in
which taxable income is generated from the approved assets.



The operational phase of another program,
which is in the investment grant course and was approved in December 2005, has not yet commenced. The subsidiary will be entitled
to a grant for part of the approved investment.. The benefit period for this program will be ten years (with a tax exemption for
two years and a reduced tax rate for eight more years) beginning in the first year the subsidiary has taxable income from the approved
assets. The subsidiary’s income that is not derived from assets eligible for reduced taxation benefits, as described above,
is taxed at the regular corporate income tax rate in Israel as detailed above.



Under this and other Israeli legislation,
we are entitled to accelerated depreciation and amortization rates for tax purposes on certain of our assets. For more information
about the tax benefits available to us as an approved enterprise, see “Item 10.E — Taxation.”



Over the course of our business operations, we have accumulated
net operating loss carry forwards for tax purposes amounting to approximately $35.6 million as of December 31, 2012.



In addition, we have entered into transfer
pricing arrangements that establish transfer prices for our inter-company operations. However, our transfer pricing procedures
are not binding on the applicable taxing authorities. No official authority in any country has made a binding determination as
to whether or not we are operating in compliance with its transfer pricing laws and regulations. Taxing authorities in any of the
countries in which we operate could challenge our transfer prices and require us to adjust them to reallocate our income. We have
created reserves with respect to such tax liabilities where we believe it to be appropriate. However, there can be no assurance
that our ultimate tax liability will not exceed the reserves we have created. During 2012, we reached agreements with the tax authorities
in some of the jurisdictions in which we operate. Following our entry into such agreements, we have adjusted the tax provision.



Because we operate in a number of countries,
our income is subject to taxation in differing jurisdictions with a range of tax rates. Therefore, we need to apply significant
judgment to determine our consolidated income tax position.



We estimate our effective tax rate for
the coming years based on our planned future financial results in existing and new markets and the key factors for setting our
tax liability, in particular, our transfer pricing policy and net operating loss carry forwards. Accordingly, we estimate that
our effective tax rate will range between 10% and 20% of our income before income tax. There can be no certainty that our plans
will be realized and that our assumptions with regard to the key elements affecting tax rates will be accepted by the tax authorities.
Therefore, our actual effective tax rate might be higher than our estimate.



26







Share-based compensation



During the year ended December 31, 2012,
we granted options to purchase 604,400 ordinary shares under our equity incentive plan. The total amount of share-based compensation
derived from the options granted in the year ended December 31, 2012 was $12.4 million. The expense will be recognized over the
vesting period. The total amount recognized with respect to the 2012 grants was $1.6 million.



Segment results



As we have rapidly entered new markets
over the past few years, we have begun to review our performance in distinct operating segments representing geographical regions.
Each region has similar characteristics relevant to our business and usually includes several markets in which we sell our products.



The sales of our products in each market
are managed either by wholly owned subsidiaries or by external third-party distributors. The reported performances of these markets
are provided periodically and consolidated for presentation to our board of directors, which acts as our Chief Operating Decision
Maker (the “CODM”).



We have identified four reportable operating
segments, each of which represents a geographical area with similar characteristics. The products sold in all the segments are
similar and generally produced at the same production sites. The identified segments are:



| | · | The Americas consists of the United States and other markets
in North America, Central America and South America, which are significantly influenced by the consumption culture of the United
States and characterized by a very high consumption of carbonated soft drinks.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Western Europe consists of our markets in western and northern
Europe, which are characterized by high standards of living and high price levels. Some of these markets also consume relatively
high volumes of sparkling water as compared to carbonated soft drinks.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Asia-Pacific consists of our markets in Australia and New Zealand,
together with our new markets in East Asia, including Japan and South Korea, which constitute one unit for the purpose of operations
management due to their relative proximity to each other and distance from our main operational units.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Central and Eastern Europe, Middle East and Africa (CEMEA)
consists of our markets in Central and Eastern Europe, Israel and South Africa. These markets tend to be characterized by a lower
price level in comparison to the other geographic markets in which we operate.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table presents our revenue,
by segment for the periods presented, as well as income (loss) before income tax from each segment:



|(in thousands)                             |  | The
    
    Americas |         |   | Western
    
    Europe |  |         | Asia-Pacific |  |  | CEMEA  |  |  | Reportable
    Segments |        |  | Reconciliation |  |         | Consolidated | 
|------------------------------------------ |  | --------------------- | ------- | - | ----------------------- |  | ------- | ------------ |  |  | ------ |  |  | ----------------------- | ------ |  | -------------- |  | ------- | ------------ | 
|Year ended December 31, 2010               |  |                       |         |   |                         |  |         |              |  |  |        |  |  |                         |        |  |                |  |         |              | 
|Revenue                                    |  |                       | 40,945  |   |                         |  | 129,369 |              |  |  | 12,847 |  |  |                         | 25,253 |  |                |  | 208,414 |              | 
|Reportable income (loss) before income tax |  |                       | (5,414  | ) |                         |  | 27,124  |              |  |  | 2,871  |  |  |                         | 3,049  |  |                |  | 27,630  |              | 
|Year ended December 31, 2011               |  |                       |         |   |                         |  |         |              |  |  |        |  |  |                         |        |  |                |  |         |              | 
|Revenue                                    |  |                       | 83,894  |   |                         |  | 153,174 |              |  |  | 21,010 |  |  |                         | 30,875 |  |                |  | 288,953 |              | 
|Reportable income (loss) before income tax |  |                       | 409     |   |                         |  | 44,862  |              |  |  | 4,894  |  |  |                         | 6,586  |  |                |  | 56,571  |              | 
|Year ended December 31, 2012               |  |                       |         |   |                         |  |         |              |  |  |        |  |  |                         |        |  |                |  |         |              | 
|Revenue                                    |  |                       | 157,705 |   |                         |  | 204,332 |              |  |  | 42,367 |  |  |                         | 31,912 |  |                |  | 436,316 |              | 
|Reportable income (loss) before income tax |  |                       | 8,565   |   |                         |  | 49,196  |              |  |  | 11,085 |  |  |                         | 4,225  |  |                |  | 73,071  |              | 



27







The following table presents the segments' revenue, as a percentage
of total revenue:



|               |  | Year Ended December 31, |      
|-------------- |  | ----------------------- | -----
|               |  | 2010                    |      
|The Americas   |  |                         | 19.6 
|Western Europe |  |                         | 62.1 
|Asia-Pacific   |  |                         | 6.2  
|CEMEA          |  |                         | 12.1 
|Total          |  |                         | 100.0



One
of our customers in the Americas accounted for 12.4% of our total revenue in 2011. One of our distributors in Western Europe
accounted for 10.8% of our total revenue in 2012, and another distributor in Western Europe accounted for 13.1% of our total
revenue in 2010.



Revenue from customers located in Israel
amounted to $10.5 million in 2010, $9.1 million in 2011 and $10.4 million in 2012. Our Israeli sales and marketing subsidiary also
serves as the exclusive distributor of Brita water filtration systems in Israel.



The Americas



Revenue in the Americas increased by $73.8
million, or 88.0%, to $157.7 million in 2012 from $83.9 million in 2011. This increase is primarily attributable to continued growth
in household penetration in the United States. Revenue in the Americas increased by $42.9 million, or 104.9%, to $83.9 million
in 2011 from $41.0 million in 2010. This increase was primarily attributable to increased distribution, broader product selection
at retailers and additional investments in consumer marketing.



Income before income tax in the
Americas increased by $8.2 million to $8.6 million in 2012 from $0.4 million in 2011. Income before income tax in the
Americas was $0.4 million in 2011 as compared to loss before income tax of $5.4 million in 2010. These increases were mainly due
to increases in revenue.



Western Europe



Revenue in Western Europe
increased by $51.1 million, or 33.4%, to $204.3 million in 2012 from $153.2 million in 2011. This increase is primarily
attributable to increased sales in France and Germany as well as the change to direct distribution in the Nordics since the
beginning of 2012, with such change  contributing approximately  $16 million to the revenue increase in the region.
Revenue in Western Europe increased by $23.8 million, or 18.4%, to $153.2 million in 2011 from $129.4 million in 2010. This
increase was primarily attributable to accelerated growth in France and the United Kingdom, as a result of our growth
strategy, including increased retail distribution, new product introductions and marketing investments, as well as more
modest, yet steady growth in Germany, Switzerland and the Nordics, driven primarily by demand for our high margin
consumables.



Income before income tax in
Western Europe increased by $4.3 million, or 9.7%, to $49.2 million in 2012 from $44.9 million in 2011. This relatively
smaller increase in income before income tax as compared to the increase in the product
mix, primarily a higher portion of soda makers with relatively lower gross margin than consumables. Income before income tax in Western
Europe increased by $17.8 million, or 65.4%, to $44.9 million in 2011 from $27.1 million in 2010. This was mainly due to
the leveraging of fixed costs with higher revenue, increases in the proportion generated from markets with higher margins
and changes in the product mix.



One market in Western Europe that accounts
for a little over 10% of our revenue contributed a higher proportion of our operating profit than our other markets.



Asia-Pacific



Revenue in Asia-Pacific increased by $21.4
million, or 101.7%, to $42.4 million in 2012 from $21.0 million in 2011.This increase is primarily attributable to increased sales
in Japan, Australia and South Korea. Revenue in Asia-Pacific increased by $8.2 million, or 63.6%, to $21.0 million in 2011 from
$12.8 million in 2010. This increase was mainly due to an increase in our installed soda maker base in the Australian market and
our entry into new markets in Asia.



Income before income tax
in Asia-Pacific increased by $6.2 million, or 126.5%, to $11.1 million in 2012 from $4.9 million in 2011. Income before
income tax in Asia-Pacific increased by $2.0 million, or 70.5%, to $4.9 million in 2011 from $2.9 million in 2010. These
increases resulted from the increase in revenue.



CEMEA



Revenue in CEMEA increased by $1.0
million, or 3.4%, to $31.9 million in 2012 from $30.9 million in 2011. Revenue in CEMEA increased by $5.6 million, or 22.3%,
to $30.9 million in 2011 from $25.3 million in 2010. These increases were primarily attributable to continued growth in
certain of our markets in the region, primarily Israel in 2012 and the Czech Republic in 2011.



Income before income tax in CEMEA
decreased by $2.4 million, or 35.8%, to $4.2 million in 2012 from $6.6 million in 2011. This was mainly due to higher
marketing expenses and changes in the product mix, primarily  a higher portion of soda makers with relatively lower
gross margin. Income before income tax in CEMEA increased by $3.5 million, or 116.0%, to $6.6 million in 2011 from $3.1
million in 2010. This increase was mainly due to increases in revenue.



28







Results of operations



Year ended December 31, 2012 compared to year ended December
31, 2011



Revenue increased by $147.3 million,
or 51.0%, to $436.3 million in 2012 from $289.0 million in 2011. This growth was attributable primarily to an increase of 29.1%
in the volume of soda makers sold to 3.5 million in 2012, compared to 2.7 million in 2011. CO2 refills increased by
24.0% to 16.5 million units in 2012 from 13.3 million units in 2011 and flavors increased by 49.0% to 28.1 million units in 2012
from 18.9 million in 2011, primarily due to the expansion of our active installed soda maker base. By segment, the key regions
of revenue growth were the Americas, with an increase of $73.8 million, and Western Europe, with an increase of $51.1 million.
Revenue from Asia-Pacific and from CEMEA increased by $21.4 million and $1.0 million, respectively.



Gross profit increased
by $78.3 million, or 61.1%, to $235.8 million in 2012 from $157.5 million in 2011. Gross profit as a percentage of revenue,
or gross margin, decreased by 0.5% to 54.0% in 2012 compared to 54.5% in 2011. The decrease was primarily due to a
higher dependency on subcontractors and expedited shipments, including the air freight for raw materials and finished goods
mainly to support the Source soda maker launch and to fulfill better than expected overall demand. This negative impact on
gross margin was partially offset by an increase in direct distribution that accounted for 75% of total revenue in 2012
compared to 63% in 2011. The increase in direct distribution is mainly due to growth in U.S. revenue and the shift to direct
distribution in the Nordics.



Sales and marketing expenses increased
by $53.8 million, or 54.3%, to $153.0 million in 2012 from $99.2 million in 2011. As a percentage of revenue, sales and marketing
expenses increased to 35.1% in 2012 from 34.3% in 2011. This increase was primarily attributable to increased advertising and promotional
expenses, mainly to support our continued retail expansion in the United States.



General and administrative
expenses increased by $8.0 million, or 26.6%, to $37.8 million in 2012 from $29.8 million in 2011. As a percentage of
revenue, general and administrative expenses decreased to 8.7% in 2012 from 10.3% in 2011. This improvement was driven by
leveraging fixed expenses on higher revenue, partially offset by additional expenses associated with the Nordics and Canada
distributor acquisitions. General and administrative expenses in 2012 also included additional share-based compensation
expense associated with the adoption of a new long-term incentive plan for our chief executive officer.



Other income increased by $0.3
million to $0.5 million  in 2012 from $0.2 million  in 2011, due primarily to capital gains from the sale of
property, plant and equipment in 2012.



Total financial expenses,
net was $0.9 million in 2012 compared to income of $2.2 million in 2011. This was mainly due to net interest expense of
$0.2 million in 2012 compared to net income of $1.5 million in 2011, mainly reflecting the decrease in the interest earned on
our U.S. Dollar deposits and the impact of foreign exchange rates on assets and liabilities denominated in currencies other
than the U.S. Dollar.



Income tax expense decreased
by $2.6 million to $0.7 million in 2012 from $3.4 million in 2011. Our effective tax rate for 2012 was 1.7% compared to 10.9%
for 2011. The decrease in our effective tax rate was primarily attributable to an adjustment of a tax provision that resulted
from agreements with the tax authorities in some of our jurisdictions and the utilization of expenses for taxable
purposes.



Year ended December 31, 2011 compared to year ended December
31, 2010



Revenue increased by $80.6 million,
or 38.6%, to $289.0 million in 2011 from $208.4 million in 2010. This growth was attributable primarily to an increase of 41.0%
in the volume of soda makers sold to 2.7 million in 2011 compared to 1.9 million in 2010. CO2 refills increased by
29.1% to 13.3 million units in 2011 from 10.3 million units in 2010 and flavors increased by 36.5% to 18.9 million units in 2011
from 13.8 million in 2010, primarily due to the expansion of our active installed customer base. By segment, the key regions of
revenue growth were the Americas, with an increase of $42.9 million, and Western Europe, with an increase of $23.8 million. Revenue
from Asia-Pacific and from CEMEA increased by $8.2 million and $5.6 million, respectively.



Gross profit increased by $45.2
million, or 40.2%, to $157.5 million in 2011 from $112.3 million in 2010. Gross profit as a percentage of revenue, or gross margin,
increased by 0.6% to 54.5% in 2011 compared to 53.9% in 2010. This increase was mainly due to an increase in the proportion of
U.S. revenue and the leveraging of fixed costs on higher revenue, which was partially offset by product mix, the foreign exchange
impact and commodity prices.



Sales and marketing expenses increased
by $25.2 million, or 34.0%, to $99.2 million in 2011 from $74.0 million in 2010. As a percentage of revenue, sales and marketing
expenses decreased to 34.3% in 2011 from 35.5% in 2010. These changes were attributable primarily to increased advertising and
promotional expenses, mainly to support our continued retail expansion in the United States and holiday sales in other markets,
including the United Kingdom, France and the Czech Republic.



General and administrative expenses
increased by $5.8 million, or 24.0%, to $29.8 million in 2011 from $24.0 million in 2010. As a percentage of revenue, general and
administrative expenses decreased to 10.3% in 2011 from 11.5% in 2010. The general and administrative expenses included non-recurring
management fees paid to Fortissimo Capital of $3.0 million (including a one-time termination payment of $2.3 million) in 2010.
These management fees were terminated at the time of our IPO. Recurring administrative expenses increased to $29.8 million in 2011
from $21.0 million in 2010, primarily due to share-based compensation charges that increased to $5.4 million in 2011 from $1.3
million in 2010 and an increase in our information technology department’s and headquarter’s expenses required to support
our expansion, particularly in the United States, as well as the additional expenses for supporting our public company status.



29







Other income decreased by
$0.1 million to $0.2 million in 2011 from $0.3 million in 2010, primarily due to capital gains from the sale of property,
plant and equipment in 2010 not recurring in 2011.



Total financial income, net
increased by $1.8 million to $2.2 million in 2011 from $0.4 million in 2010, primarily due to interest expense (income), net,
which was income of $1.5 million in 2011 as compared to a net expense of $1.9 million in 2010, mainly due to interest on our
interest bearing deposits and lower debt balances, and to the impact of foreign exchange rates on assets and liabilities
denominated in currencies other than the Euro.



Income tax expense increased by
$1.1 million to $3.4 million in 2011 from $2.3 million in 2010. Our effective tax rate for 2011 was 10.9% compared to 15.4% for
2010. The decrease in our effective tax rate was primarily the result of geographical income distribution, transfer prices structure
and the utilization of taxable losses.



Seasonality



Historically, we have recognized a somewhat
larger share of our revenue in the second quarter of the year, driven by increased sales volume in preparation for the warm summer
months. The fourth quarter is also generally stronger than the first and third quarters as a result of increased sales associated
with holiday shopping, and in any given year, the fourth quarter may be the quarter with the highest revenue. In 2011 and 2012,
this seasonality was not reflected in our quarterly sales as sales in the third quarter were higher than in the second quarter,
which was as a result of continued growth of our installed customer base in our new and fast growing markets.



Our revenue may also be impacted by the
effect of the weather. Specifically, in periods when the weather is warmer than usual our revenue would likely increase, and in
periods when the weather is colder than usual our revenue would likely decline.



In the short term, due to our expansion
in certain markets, our revenue may increase in each quarter of a given year, and we may find the fourth quarter to be our highest
revenue-generating quarter in a given year, thereby changing the seasonality fluctuations described above.



Our operating expenses and, therefore,
our overall margins are also seasonally impacted. Specifically, we typically increase our advertising and promotional expenditures
in the second and fourth quarters. Consequently, our overall operating income may be lower in these quarters.



Quarterly financial information



The following table sets forth certain
unaudited consolidated quarterly statements of operations data for each of the eight quarters ended December 31, 2012. This unaudited
information has been prepared on a basis consistent with our annual financial statements. This information should be read in conjunction
with our audited consolidated financial statements and related notes appearing elsewhere in this annual report. The results of
operations for any quarter are not necessarily indicative of results that we may achieve for any subsequent periods.



|(in thousands)                                  |  | March
    31, 2011 |        |   | June
    30, 2011 |   |        | Sept.
    30, 2011 |  |   | Dec.
    31, 2011 |   |  | March
    31, 2012 |        |   | June
    30, 2012 |   |        | Sept.
    30, 2012 |  |   | Dec.
    31, 2012 |  
|----------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------------ |  | - | ----------------- | - |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------------ |  | - | ----------------- | -
|Consolidated
    statements of operations data: |  |                    |        |   |                   |   |        |                    |  |   |                   |   |  |                    |        |   |                   |   |        |                    |  |   |                   |  
|Revenue                                         |  | $                  | 58,506 |   |                   | $ | 69,104 |                    |  | $ | 75,655            |   |  | $                  | 85,688 |   |                   | $ | 87,868 |                    |  | $ | 103,019           |  
|Cost of revenue                                 |  |                    | 27,215 |   |                   |   | 32,491 |                    |  |   | 35,152            |   |  |                    | 36,549 |   |                   |   | 39,505 |                    |  |   | 47,016            |  
|Gross profit                                    |  |                    | 31,291 |   |                   |   | 36,613 |                    |  |   | 40,503            |   |  |                    | 49,139 |   |                   |   | 48,363 |                    |  |   | 56,003            |  
|Operating expenses:                             |  |                    |        |   |                   |   |        |                    |  |   |                   |   |  |                    |        |   |                   |   |        |                    |  |   |                   |  
|Sales and marketing                             |  |                    | 17,139 |   |                   |   | 22,469 |                    |  |   | 23,129            |   |  |                    | 36,432 |   |                   |   | 27,268 |                    |  |   | 37,083            |  
|General and administrative                      |  |                    | 7,513  |   |                   |   | 7,290  |                    |  |   | 7,605             |   |  |                    | 7,422  |   |                   |   | 9,641  |                    |  |   | 9,225             |  
|Other income, net                               |  |                    | (42    | ) |                   |   | (39    | )                  |  |   | (40               | ) |  |                    | (38    | ) |                   |   | (39    | )                  |  |   | (41               | )
|Total operating expenses                        |  |                    | 24,610 |   |                   |   | 29,720 |                    |  |   | 30,694            |   |  |                    | 43,816 |   |                   |   | 36,870 |                    |  |   | 46,267            |  
|Operating income                                |  |                    | 6,681  |   |                   |   | 6,893  |                    |  |   | 9,809             |   |  |                    | 5,323  |   |                   |   | 11,493 |                    |  |   | 9,736             |  
|Total financial expense
    (income), net       |  |                    | 182    |   |                   |   | (914   | )                  |  |   | (1,115            | ) |  |                    | (304   | ) |                   |   | 7      |                    |  |   | 152               |  
|Income before income taxes                      |  |                    | 6,499  |   |                   |   | 7,807  |                    |  |   | 10,924            |   |  |                    | 5,627  |   |                   |   | 11,486 |                    |  |   | 9,584             |  
|Income
    tax expense  (tax benefit)           |  |                    | 1,012  |   |                   |   | 1,239  |                    |  |   | 816               |   |  |                    | 306    |   |                   |   | 1,375  |                    |  |   | 134               |  
|Net income for the period                       |  | $                  | 5,487  |   |                   | $ | 6,568  |                    |  | $ | 10,108            |   |  | $                  | 5,321  |   |                   | $ | 10,111 |                    |  | $ | 9,450             |  





30









|                                      |  | March
    31, 2011 |       |   | June
    30, 2011 |  |       | Sept.
    30, 2011 |  |  | Dec.
    31, 2011 |   |  | March
    31, 2012 |       |   | June
    30, 2012 |  |      | Sept.
    30, 2012 |  |  | Dec.
    31, 2012 |  
|------------------------------------- |  | ------------------ | ----- | - | ----------------- |  | ----- | ------------------ |  |  | ----------------- | - |  | ------------------ | ----- | - | ----------------- |  | ---- | ------------------ |  |  | ----------------- | -
|As a percentage of revenue:           |  |                    |       |   |                   |  |       |                    |  |  |                   |   |  |                    |       |   |                   |  |      |                    |  |  |                   |  
|Revenue                               |  |                    | 100   | % |                   |  | 100   | %                  |  |  | 100               | % |  |                    | 100   | % |                   |  | 100  | %                  |  |  | 100               | %
|Gross profit                          |  |                    | 53.5  |   |                   |  | 53.0  |                    |  |  | 53.5              |   |  |                    | 57.3  |   |                   |  | 55.0 |                    |  |  | 54.4              |  
|Operating expenses:                   |  |                    |       |   |                   |  |       |                    |  |  |                   |   |  |                    |       |   |                   |  |      |                    |  |  |                   |  
|Sales and marketing                   |  |                    | 29.3  |   |                   |  | 32.5  |                    |  |  | 30.6              |   |  |                    | 42.5  |   |                   |  | 31.0 |                    |  |  | 36.0              |  
|General and administrative            |  |                    | 12.8  |   |                   |  | 10.5  |                    |  |  | 10.1              |   |  |                    | 8.7   |   |                   |  | 11.0 |                    |  |  | 9.0               |  
|Other
    income, net                 |  |                    | (0.1  | ) |                   |  | (0.1  | )                  |  |  | (0.1              | ) |  |                    | (0.0  | ) |                   |  | (0.0 | )                  |  |  | (0.0              | )
|Total
    operating expenses          |  |                    | 42.1  |   |                   |  | 43.0  |                    |  |  | 40.6              |   |  |                    | 51.1  |   |                   |  | 42.0 |                    |  |  | 44.9              |  
|Net income for the period             |  |                    | 9.4   | % |                   |  | 9.5   | %                  |  |  | 13.4              | % |  |                    | 6.2   | % |                   |  | 11.5 | %                  |  |  | 9.2               | %
|As a percentage of full year results: |  |                    |       |   |                   |  |       |                    |  |  |                   |   |  |                    |       |   |                   |  |      |                    |  |  |                   |  
|Revenue                               |  |                    | 20.2  | % |                   |  | 23.9  | %                  |  |  | 26.2              | % |  |                    | 29.7  | % |                   |  | 20.1 | %                  |  |  | 23.6              | %
|Gross profit                          |  |                    | 19.9  |   |                   |  | 23.2  |                    |  |  | 25.7              |   |  |                    | 31.2  |   |                   |  | 20.5 |                    |  |  | 23.8              |  
|Operating expenses:                   |  |                    |       |   |                   |  |       |                    |  |  |                   |   |  |                    |       |   |                   |  |      |                    |  |  |                   |  
|Sales and marketing                   |  |                    | 17.3  |   |                   |  | 22.7  |                    |  |  | 23.3              |   |  |                    | 36.7  |   |                   |  | 17.8 |                    |  |  | 24.2              |  
|General and administrative            |  |                    | 25.2  |   |                   |  | 24.4  |                    |  |  | 25.5              |   |  |                    | 24.9  |   |                   |  | 25.5 |                    |  |  | 24.5              |  
|Other income, net                     |  |                    | (26.2 | ) |                   |  | (24.6 | )                  |  |  | (25.4             | ) |  |                    | (23.8 | ) |                   |  | (8.0 | )                  |  |  | (8.5              | )
|Total
    operating expenses          |  |                    | 19.1  |   |                   |  | 23.1  |                    |  |  | 23.8              |   |  |                    | 34.0  |   |                   |  | 19.4 |                    |  |  | 24.3              |  
|Net income for the period             |  |                    | 20.0  | % |                   |  | 23.9  | %                  |  |  | 36.8              | % |  |                    | 19.3  | % |                   |  | 23.1 | %                  |  |  | 21.5              | %



Application of critical accounting policies and use of estimates



Our accounting policies affecting
our financial condition and results of operations are more fully described in our consolidated financial statements for the
years ended December 31, 2012, 2011 and 2010, and as of December 31, 2012 and  2011 included elsewhere in this
annual report. The preparation of our financial statements requires management to make judgments, estimates and assumptions
that affect the amounts reflected in the consolidated financial statements and accompanying notes, and related disclosure of
contingent assets and liabilities. We base our estimates upon various factors, including past experience, where applicable,
external sources and on other assumptions that we believe are reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions, and could have a material
adverse effect on our reported results.



In many cases, the accounting treatment
of a particular transaction, event or activity is specifically dictated by accounting principles and does not require management’s
judgment in its application, while in other cases, management’s judgment is required in the selection of the most appropriate
alternative among the available accounting principles, that allow different accounting treatment for similar transactions.



We believe that the accounting policies
discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies
relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate
to be critical if (1) it requires us to make assumptions because information was not available at the time or it included matters
that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate or different estimates that
we could have selected may have had a material impact on our financial condition or results of operations.



Revenue recognition



As described in note 3K to our audited
consolidated financial statements included elsewhere in this annual report, revenue is recognized when persuasive evidence exists
(usually in the form of an executed sales agreement) that the significant risks and rewards of ownership have been transferred
to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably,
there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. If it is probable
that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue
as the sales are recognized.



31







The exchanging and refilling of exchangeable
CO2 cylinders is a critical component of our operations and, since inception, we have developed various methods to protect
our rights over the manufacturing, trading and refilling of our exchangeable CO2 cylinders. In this regard, our primary
objective has been to assert that we maintain legal ownership over the exchangeable CO2 cylinders, while establishing
the appropriate business and legal framework in each of our markets for trading and refilling activities related to the exchangeable
CO2 cylinders.



The provision of exchangeable CO2
cylinders to customers is treated as a final sale and the related income is recorded. In certain circumstances, where no full cylinder
is being exchanged for a returned cylinder, we have an obligation to provide a refund upon request for the returned exchangeable
CO2 cylinder. The amount of the refund varies from country to country, from customer to customer (retailer, distributor
and end consumer) and may also change over time as market conditions vary in a particular country. As a result, a provision is
recorded for estimated returns based on historical return patterns of customers, and the refundable amounts are recorded as a reduction
of revenue.



Trade receivables — bad debt and allowance
for impairment



We make ongoing estimates relating to the
collectability of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers
to make required payments. In determining the amount of the reserve, we consider the payment history of the customers and significant
economic developments within the retail environment that could impact the ability of our customers to pay outstanding balances
and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because we cannot predict
future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our
estimates. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, a larger
reserve might be required. In the event we determine that a smaller or larger reserve was appropriate, we would record a benefit
or charge to sales and marketing expenses in the period in which we made such a determination.



Inventory



For financial reporting purposes, we evaluate
our inventory to ensure it is carried at the lower of cost or net realizable value. Provisions are made against slow moving, obsolete
and damaged inventories. Damaged inventories are identified and written down through the inventory counting procedures conducted
at each location. Provisions for slow moving and obsolete inventories are assessed by each country as part of their ongoing financial
reporting. Obsolescence is assessed based on a comparison of the level of inventory held to projected future sales. Future sales
are assessed based on historical experience and adjusted where we will no longer continue to manufacture the particular item. To
the extent that future events impact the salability of inventory, these provisions could vary significantly. For example, changes
in specifications or regulations may render certain inventory, previously considered to have a realizable value in excess of cost,
obsolete and require such inventory to be fully written off. Inventories include exchangeable CO2 cylinders that are
provided to customers. Exchangeable CO2 cylinders that are loaned to distributors and exchangeable CO2 cylinders
that are used by us to facilitate the exchange program are included in property, plant and equipment.



Property, plant and equipment



Property, plant and equipment represent
a significant proportion of our assets, constituting 18.6% of total assets as of December 31, 2012 as compared to 15.3% in 2011.
Therefore, the estimates and assumptions made to determine their carrying value and related depreciation are critical to our financial
position and performance.



Exchangeable CO2 cylinders that
are loaned to distributors and certain retailers and exchangeable CO2 cylinders that are used to facilitate the cylinder
exchange program are considered property, plant and equipment. These cylinders represent approximately 29% of our total property,
plant and equipment.



The charge in respect of periodic depreciation
of an asset is derived after determining its estimated expected useful life. The useful lives of our assets are determined at the
time they are acquired and reviewed annually for appropriateness. The asset’s life is based on historical experience with
similar assets as well as anticipation of future events, which may impact its life, such as changes in technology. With respect
to the exchangeable CO2 cylinders, although we have no plans to replace the existing aluminum CO2 cylinder
model and to date new machines have been designed to use our existing stock of cylinders, we have a continuous process of introducing
re-designed or newly-designed soda makers that might require a change to the cylinder design in the future. There is no assurance
that future soda maker designs will be compatible with the current cylinders’ models or that changes in governmental regulations,
technological developments or other factors would not shorten the useful life of these cylinders in comparison with the current
estimates. Our policy is that, if and when new developments lead to the phase-out of the current model of cylinders, at that time,
we will change the estimated useful life and adjust the depreciation rate of the exchangeable CO2 cylinders.



We continuously evaluate our estimates
and assumptions for each reporting period, and, when warranted, adjust these assumptions. Generally, these adjustments are accounted
for on a prospective basis, through depreciation expense and impairment.



32







Impairment of long-lived assets



We periodically evaluate the recoverable
amount of long-lived assets, including goodwill, other intangible assets and property, plant and equipment, relying on a number
of factors, including operating results, business plans and projected future cash flows. Assets that have an indefinite useful
life, such as goodwill, are not subject to amortization and are tested annually for impairment and whenever events or changes in
circumstance indicate that the carrying amount may not be recoverable. In addition, we examine at least once a year the useful
life of an intangible asset that is not periodically amortized in order to determine whether events and circumstances continue
to support the decision that the intangible asset has an indefinite useful life.



Assets that are subject to amortization
are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. The fair value is in most
cases based on the discounted present value of the future cash flows expected to arise from the cash generating unit to which the
goodwill relates, or from the individual asset or asset group. Estimates are used in deriving these cash flows and the discount
rate.



The complexity of the estimation process
and issues related to the assumptions, risks and uncertainties inherent with the application of the intangible assets and property,
plant and equipment accounting policies affect the amounts reported in the financial statements. In particular, if different estimates
of the projected future cash flows or a different selection of an appropriate discount rate or long-term growth rate were made,
these changes could materially alter the projected value of the cash flows of the asset, and as a consequence, materially different
amounts would be reported in the financial statements.



Income tax



Income tax comprises the taxes levied on
taxable income in the individual countries and the changes in deferred tax assets and liabilities. The income taxes recognized
are reflected at the amounts likely to be payable under the statutory regulations in force, or already enacted in relation to future
periods, as of the reporting date.



In compliance with IAS 12 (Income Taxes),
deferred taxes are recognized for temporary differences between the carrying amounts of assets and liabilities in the balance sheet
prepared according to IFRS and those in the balance sheet drawn up for tax purposes. Deferred taxes are also recognized for consolidation
measures and for tax loss carry forwards likely to be realizable. Deferred tax assets relating to deductible temporary differences,
tax credits and tax loss carry forwards are recognized where it is sufficiently probable that taxable income will be available
in the future to enable the tax loss carry forwards to be utilized. Deferred tax liabilities are recognized on temporary differences
taxable in the future. Deferred taxes are calculated at the rates which, on the basis of the statutory regulations in force, or
already enacted in relation to future periods, as of the reporting date, are expected to apply in the individual countries at the
time of realization. Deferred tax assets and deferred tax liabilities are offset if they relate to income taxes levied by the same
taxation authority. The effects of changes in tax rates or tax law on deferred tax assets and liabilities are generally accounted
for in the period in which the changes are substantively enacted. Such effects are normally recognized in the statement of operations.
Effects on deferred taxes previously recognized in other comprehensive income are reflected in other comprehensive income. The
probability that deferred tax assets resulting from temporary differences or loss carry forwards can be utilized in the future
is the subject of forecasts by the individual consolidated companies regarding their future earnings situation and other parameters.
The deferred tax liabilities recognized on planned dividend payments by subsidiaries depend on assumptions regarding the future
earnings situation of the subsidiaries concerned, their future financing structure and other factors. Changes in the assumptions
or in circumstances may necessitate adjustments that result in allocations to deferred taxes or reversals thereof.



The determination of our worldwide provision
for income taxes and other tax liabilities requires significant judgment and there are many transactions and calculations where
the ultimate tax determination is uncertain.



In addition, we have entered into transfer
pricing arrangements that establish transfer prices for our inter-company operations. However, our transfer pricing procedures
are not binding on the applicable taxing authorities. No official authority in any country has made a binding determination as
to whether or not we are operating in compliance with its transfer pricing laws.



Share-based compensation



We measure and recognize share-based compensation
expense based on estimated fair values for all share-based payment awards made to our employees and directors. Share-based compensation
expense in 2012 was $6.2 million. The fair value of employee stock options is measured using the Black-Scholes formula. Measurement
inputs include share price on the measurement date, the exercise price of the instrument, expected volatility (based on weighted
average historic volatility of comparable companies over the expected term of the options), expected life of the instruments (based
on averaging the vesting schedule of the options and the contractual term), expected dividends, and the risk-free interest rate
(based on government bonds, denominated in the applicable currency and with a remaining life equal to the expected life of the
options). Service and non-market performance conditions attached to the transactions are not taken into account in determining
fair value. If such factors change and we employ different assumptions for future grants, our compensation expense, in connection
with future grants, may differ significantly from the amounts that we have recorded in the past. In addition, our compensation
expense is affected by our estimate of the number of awards that will ultimately vest. In the future, if the number of equity awards
that are forfeited by employees is lower than expected, the expense recognized in future periods will be higher.



33







Change in reporting currency



Beginning with the period commencing
on January 1, 2012, we changed our reporting currency to the U.S. Dollar. Previously, we had presented our annual and
quarterly consolidated balance sheets and related consolidated statements of operations and cash flows in Euros. Our change
in reporting currency is to better reflect the importance of the U.S. market to our current and future business plans.



The comparative periods were translated (restated) into the
new reporting currency using the exchange rate as of January 1, 2012 of €1.00 = $1.2973.



Recently issued accounting standards



A number of new standards, amendments to
standards and interpretations are not yet in effect for the year ended December 31, 2012 and have not been applied in preparing
our consolidated financial statements as of that date:



| | · | IFRS 9 (2010) Financial Instruments (referred to below as “IFRS
9”). IFRS 9 replaces the requirements included in IAS 39 regarding the classification and measurement of financial assets
and financial liabilities. In accordance with IFRS 9, there are two principal categories for measuring financial assets: amortized
cost and fair value, with the basis of classification for debt instruments being the entity’s business model for managing
financial assets and the contractual cash flow characteristics of the financial asset. In addition, investments in equity instruments
are measured at fair value with changes in fair value being recognized in profit or loss. Nevertheless, IFRS 9 allows an entity
on the initial recognition of an equity instrument not held for trading to elect irrevocably to present fair value changes in the
equity instrument in other comprehensive income where no amount so recognized is ever classified to profit or loss at a later date.
IFRS 9 generally preserves the instructions regarding classification and measurement of financial liabilities that are provided
in IAS 39. Nevertheless, unlike IAS 39, IFRS 9 requires as a rule that the amount of change in the fair value of financial liabilities
designated at fair value through profit or loss, other than loan grant commitments and financial guarantee contracts, attributable
to changes in the credit risk of the liability, be presented in other comprehensive income, with the remaining amount being included
in profit or loss.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | IFRS 9 is effective for annual periods beginning on or after January
1, 2015 but may be applied earlier, subject to providing disclosure and at the same time adopting other IFRS amendments as specified
in the standard. IFRS 9 is to be applied retrospectively other than in a number of exceptions as indicated in the transitional
provisions included in IFRS 9. We are assessing the effects of adopting IFRS 9 on our financial statements.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | IFRS 10 Consolidated Financial Statements, a new suite of accounting
standards on consolidation of financial statements, joint arrangements and disclosure of involvement with other entities (referred
to below as “IFRS 10”). IFRS 10 introduces a new single control model for determining whether an investee should be
consolidated, which is to be implemented with respect to all investees. According to IFRS 10, de facto power is to be considered
when assessing control, which means that the existence of effective control of an investee will require consolidation. In addition,
when assessing the existence of control, all substantive potential voting rights will be taken into account, and not only potential
voting rights that are currently exercisable. The requirements of IAS 27 will continue to be valid only for separate financial
statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | IFRS 11 Joint Arrangements (referred to below as “IFRS
                                                                                                              11”). IFRS 11 classifies joint arrangements as joint operations or as joint ventures on the basis of the rights and
                                                                                                              obligations of the parties to the arrangement. Joint ventures, which are all the joint arrangements structured in a separate
                                                                                                              vehicle in which the parties with joint control have rights to the net assets of the joint arrangement, shall only be
                                                                                                              accounted for using the equity method (the option to apply the proportionate consolidation method has been eliminated). In
                                                                                                              addition, IFRS 11 amends IAS 28 Investments in Associates. The amendment eliminates the existing requirement to re-measure
                                                                                                              the existing or retained interest in the investment to fair value at a transition from significant influence to joint control
                                                                                                              and vice versa, and provides that IFRS 5 applies to an investment, or a portion of an investment, that meets the criteria to
                                                                                                              be classified as held for sale.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | IFRS 12 Disclosure of Involvement with Other Entities (referred to
below as “IFRS 12”). IFRS 12 contains extensive disclosure requirements for entities that have interests in subsidiaries,
joint arrangements, associates and unconsolidated structured entities. The suite of standards is applicable retrospectively for
annual periods beginning on or after January 1, 2013 (other than certain relief in the transitional provisions). We believe that
it will not have a material effect on our financial statements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | IFRS 13 Fair Value Measurement (referred to below as “IFRS
                                                                                                              13”). IFRS 13 replaces the fair value measurement guidance that currently appears in various IFRSs. For this purpose,
                                                                                                              it defines fair value and provides measurement and disclosure guidance. Nevertheless, IFRS 13 does not introduce new fair
                                                                                                              value measurement requirements, but explains how to measure fair value when such measurement is required by other IFRSs. IFRS
                                                                                                              13 is applied when fair value measurements or disclosures are required or permitted by other IFRSs.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



IFRS 13 is applicable prospectively for annual periods
beginning on or after January 1, 2013. The disclosure requirements of IFRS 13 need not be applied for comparative information for
periods before its initial application. We are assessing the effects of adopting IFRS 13 on our financial statements.



34







| | · | Amendment to IAS 1 Presentation of Financial Statements (referred
to below as “IAS 1”). The amendment to IAS 1 changes the presentation of items of other comprehensive income (“OCI”)
in the financial statements so that items of OCI that may be reclassified to profit or loss in the future, would be presented
separately from those that would never be reclassified to profit or loss. The amendment to IAS 1 is applicable retrospectively
for annual periods beginning on or after July 1, 2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Amendment to IFRS 7 Financial Instruments: Disclosures (referred to
below as “IFRS 7”). The amendment to IFRS 7 contains new disclosure requirements for financial assets and liabilities
that are offset in the statement of financial position or are subject to master netting agreements or similar agreements. The
amendment to IFRS 7 is applicable retrospectively for annual periods beginning on or after January 1, 2013.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Amendment to IAS 32 Financial Instruments: Presentation (referred
to below as “IAS 32”). The amendment to IAS 32 clarifies that an entity currently has a legally enforceable right to set-off
amounts that were recognized if that right is not contingent on a future event and it is enforceable both in the normal course
of business and in the event of default, insolvency or bankruptcy of the entity and all its counterparties.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The amendment to IAS 32 is applicable retrospectively for annual periods
beginning on or after January 1, 2014. Early application of the amendment to IAS 32 is permitted subject to the concurrent application
of the amendment to IFRS 7. The amendment to IAS 32 is not expected to have a material effect on our financial statements.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | Liquidity and Capital Resources
| | -- | -------------------------------



Our cash requirements have principally
been for working capital and capital expenditures. Working capital increased by $16.8 million to $95.1 million as of December 31,
2012 from $78.3 million as of December 31, 2011. The increase in working capital was funded primarily from cash and cash equivalents
on hand. Our working capital requirements generally reflect the growth in our business and its seasonality. Historically, we have
funded a portion of our working capital (primarily inventory) and capital investments from cash flows provided by our operating
activities, cash and cash equivalents on hand and borrowings available under our revolving credit and long-term debt facilities.
Following our IPO and follow-on offering, our working capital and capital investment needs are funded mainly by our cash and cash
equivalents. Our capital investments have included the following: the expansion of our production capacity and capabilities; improvements
and the expansion of our distribution and corporate facilities to support our growth; and investments and improvements in our information
technology systems.



Since 2007, our inventory strategy has
included increasing inventory levels to meet anticipated consumer demand for our products. This includes maintaining an inventory
of soda makers, exchangeable CO2 cylinders and other consumables at each of our sites, at levels that we expect to sell
during the next three months. In addition, our inventory strategy included, for some products for which we have limited production
capacity, high production volumes during the low selling seasons in order to maximize productivity during our busier seasons and
to be prepared with inventory in advance of the high selling seasons. In 2011 and 2012, we continued to focus on meeting market
demand for our products while improving our inventory efficiency over the long term by implementing procedures to improve our production
planning process. Based on these initiatives and new systems, and processes that we intend to implement, inventory may continue
to increase, but at a rate lower than the rate of growth of revenue.



As of December 31, 2012, available borrowings
under our credit facilities totaled $9.7 million, of which none was being utilized. These facilities are currently provided by
banks in Israel.



We may require new borrowings or additional
capital to meet our capital expenditure requirements and liquidity needs and future growth requirements.



Cash flows



The following table presents the major
components of net cash flows used in and provided by operating, investing and financing activities for the periods presented:



|                                             |  | Year Ended December 31, |        
|-------------------------------------------- |  | ----------------------- | -------
|(in thousands)                               |  | 2010                    |        
|Net cash from (used in) operating activities |  | $                       | (10,634
|Net cash used in investing activities        |  |                         | (7,103 
|Net cash from (used in) financing activities |  |                         | 80,576 



Cash from (used in) operating activities



Operating activities consist primarily
of net income adjusted for certain non-cash items. Adjustments to net income for non-cash items include mainly depreciation and
amortization, unrealized financial gains and losses, share-based compensation and non-cash movements in our income tax provision
and deferred taxes. In addition, operating cash flows include the effect of changes in operating assets and liabilities, principally
inventories, trade and other receivables, trade payables and accrued expenses.



35







Cash from operating activities was $37.2
million in 2012 as compared to cash used in operating activities of $8.2 million in 2011. This was primarily due to an increase
in net income by $16.4 million to $43.9 million in 2012 from $27.5 million in 2011, an increase in an adjustment to net income
for a non-cash item by $5.7 million to $14.7 million in 2012 from $9.0 million in 2011 and a decrease in net cash outflows to working
capital by $23.3 million to $21.4 million in 2012 from $44.7 million in 2011. Adjustments to net income for non-cash items increased
in 2012 as compared to 2011 primarily due an increase in depreciation and amortization, an increase in interest expense (income),
net and an increase in non-cash share-based compensation expense, which was partially offset by a decrease in income tax expense.
The decrease in cash outflows related to working capital was primarily driven by an increase in trade payables of $40.0 million
in 2012 compared to $4.3 million in 2011, an increase in provisions and other current liabilities of $14.9 million compared to
a $0.8 million decrease in 2011, partially offset by an increase in trade and other receivables of $49.4 million in 2012 compared
to $22.7 million in 2011 and an increase in inventories of $26.8 million in 2012 compared to $25.5 million in 2011.



Cash used in operating activities
decreased by $2.4 million to $8.2 million in 2011 from $10.6 million in 2010. This was primarily due to an increase in net
income by $14.9 million to $27.5 million in 2011 from $12.6 million in 2010 and an increase in an adjustment to net income
for a non-cash item by $6.8 million to $9.0 million in 2011 from $2.2 million in 2010, which was partially offset by an
increase in net cash outflows to working capital by $19.3 million to $44.7 million in 2011 from $25.4 million in 2010.
Adjustments to net income for non-cash items increased in 2011 as compared to 2010 primarily due an increase in non-cash
share-based compensation expense, an increase in depreciation and amortization and an increase in income tax expense, which
was partially offset by a decrease in interest expense (income), net. The increase in cash outflows related to working
capital was primarily driven by an increase in inventories of $25.5 million in 2011 compared to $23.8 million in 2010, an
increase in trade payables of $4.3 million in 2011 compared to $16.1 million in 2010 and a decrease in provisions and other
current liabilities of $0.8 million compared to a $6.0 million increase in 2010, partially offset by an increase in trade and
other receivables of $22.7 million in 2011 compared to $24.6 million in 2010.



Cash used in investing activities



Cash used in investing activities decreased
by $49.4 million to $9.2 million in 2012 from $58.6 million in 2011, primarily as a result of proceeds from bank deposits, compared
to investing in bank deposits in 2011, partially offset by an increase in our acquisition of property, plant and equipment and
an increase in our acquisition of subsidiaries.



Cash used in investing activities increased
by $51.5 million to $58.6 million in 2011 from $7.1 million in 2010, primarily as a result of investing in bank deposits and an
increase in acquisition of property, plant and equipment.



The majority of our capital expenditures
have historically been related to the purchase of machinery and equipment and information technology hardware. In order to support
our overall business expansion, we will continue to invest in production machinery and equipment, additional gas filling lines,
corporate facilities and information technology infrastructure in 2013 and thereafter.



We continue to expand our manufacturing
capacity while we implement our plans for an additional manufacturing facility. Specifically, we currently anticipate needing additional
manufacturing capacity in the future as the demand for our products continues to increase. We are currently constructing an additional
facility in the southern part of Israel (construction commenced in the third quarter of 2012) that will be approximately 915,000
square feet. See “—Capital Expenditures.” During the interim period, we are investing in expanding our manufacturing
capabilities through other means, primarily by expanding our manufacturing capacity at existing facilities and by increasing the
use of subcontractors for certain products and components.



Furthermore, we may spend additional amounts
of cash on acquisitions from time to time, if and when such opportunities arise.



Cash from (used in) financing activities



Cash used in financing activities was $1.0
million in 2012 as compared to cash from financing activities of $32.9 million in 2011. This change was mainly due to net proceeds
from our follow-on offering of $42.9 million in 2011 and a decrease in repayments of short-term debt to $3.9 million in 2012 as
compared to net repayments of $11.2 million in 2011.



Cash provided by financing activities decreased
by $47.7 million to $32.9 million in 2011 from $80.6 million in 2010. This change was mainly due to net proceeds from our follow-on
offering of $42.9 million in 2011 as compared to net proceeds from our IPO of $90.6 million in 2010, and an increase in repayments
of loans and borrowings to $11.2 million in 2011 as compared to net repayments of $10.2 million in 2010.



Credit facilities



Long-term debt



As of December 31, 2011 and 2012, we had
no long-term debt.



Short-term debt



As of December 31, 2012, we had credit facilities
with a total borrowing capacity of $9.7 million, consisting of secured lines of credit. As of December 31, 2012, the credit facilities
were not utilized. Our credit facilities are denominated as follows: $5.3 million in Euros, $3.3 million in U.S. Dollars and $1.1
million in NIS.



Interest rates



Not applicable.



36







Capital Expenditures



We are currently constructing an additional
facility in the southern part of Israel (construction commenced in the third quarter of 2012) that will be approximately 915,000
square feet. We expect to complete the first phase within approximately 18 to 30 months from the commencement of construction.
Upon completion of the first phase, the new site will have all production capabilities necessary to produce all of our products.
The second phase will increase the capacity of the site. The total anticipated capital expenditures required for the construction
is approximately $90.0 million of which the first phase is approximately $49.0 million. The new facility is being built in an industrial
park that has provided governmental grants and is considered a priority manufacturing area, which provides tax benefits under Israeli
law.



| | C. | Research and Development, Patents and Licenses, etc.
| | -- | ----------------------------------------------------



Not applicable.



| | D. | Trend Information
| | -- | -----------------



Other than as disclosed elsewhere in this
annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2012
to December 31, 2012 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity
or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results
or financial condition.



| | E. | Off-Balance Sheet Arrangements
| | -- | ------------------------------



We do not currently engage in off-balance
sheet financing arrangements. In addition, we do not have any interest in entities referred to as variable interest entities, which
includes special purposes entities and other structured finance entities.



| | F. | Contractual Obligations
| | -- | -----------------------



Our significant contractual obligations
and commitments as of December 31, 2012 are summarized in the following table:



|                            |  | Payments Due by Period |       
|--------------------------- |  | ---------------------- | ------
|(in thousands)              |  | Less Than 1 Year       |       
|                            |  |                        |       
|Operating lease obligations |  | $                      | 5,473 
|Purchase obligations        |  |                        | 55,662
|Total                       |  | $                      | 61,135



| | Item 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| | ------- | ------------------------------------------



| | A. | Directors and Senior Management
| | -- | -------------------------------



Executive officers and directors



The following table sets forth the name,
age and position of each of our executive officers and directors as of March 31, 2013:



|Name                       |  | Age |  | Position                                                        
|-------------------------- |  | --- |  | ----------------------------------------------------------------
|Executive officers         |  |     |  |                                                                 
|Daniel Birnbaum            |  | 50  |  | Chief Executive Officer and Director                            
|Daniel Erdreich            |  | 49  |  | Chief Financial Officer                                         
|Yonah Lloyd                |  | 47  |  | ChiefDirector of Corporate Development and Communication Officer
|Tali Haim                  |  | 39  |  | Chief Business Development Officer                              
|Yossi Azarzar              |  | 50  |  | Chief Operations Officer                                        
|Eyal Shohat                |  | 39  |  | Chief Legal Officer                                             
|Leon Paull                 |  | 47  |  | GM Nordics and Global Distributors                              
|Mika Mazor                 |  | 35  |  | Chief People Officer                                            
|Ilan Nacasch               |  | 39  |  | Chief Marketing Officer                                         
|Yaron Kopel                |  | 42  |  | Chief Innovation and Design Officer                             
|Directors                  |  |     |  |                                                                 
|Yuval Cohen                |  | 50  |  | Chairman                                                        
|Eytan Glazer (1)(2)(3)     |  | 50  |  | Director                                                        
|Lauri A. Hanover (1)(2)(3) |  | 53  |  | Director                                                        
|David Morris (1)(2)(3)     |  | 43  |  | Director                                                        





| | (1) | Member of our Compensation Committee.             
| | --- | --------------------------------------------------
| | (2) | Member of our Nominating and Governance Committee.
| | (3) | Member of our Audit Committee.                    



37







Executive officers



Daniel Birnbaum has served as our
Chief Executive Officer since January 2007 and as a member of our board of directors since November 2010. From 2003 to 2006, Mr.
Birnbaum was the General Manager of Nike Israel. Mr. Birnbaum was a founding member of Nuvisio Corporation, a technology start-up,
and served as its Chief Executive Officer from 1999 to 2002. In 1995, Mr. Birnbaum established Pillsbury Israel and served as its
Chief Executive Officer until 1999. Mr. Birnbaum holds an M.B.A. from Harvard Business School and a B.A. from The Hebrew University
of Jerusalem.



Daniel Erdreich has served as our
Chief Financial Officer since March 2007. Mr. Erdreich joined us in 1996, served as our Controller until 2000 and served as the
Finance Manager for some of our affiliated entities from 2003 until 2007. Between 1993 and 1996 and between 2000 and 2003, Mr.
Erdreich was the Chief Financial Officer of public companies traded on Nasdaq and the Tel Aviv Stock Exchange. Mr. Erdreich is
a certified public accountant in Israel and holds a B.A. in Accounting and Economics and an M.A. in Business Administration, both
from The Hebrew University of Jerusalem.



Yonah Lloyd has served as our Chief
Director of Corporate Development and Communication Officer since April 2010.From 2008 to 2010, Mr. Lloyd consulted for Cupron,
Inc., and later served as their Executive Vice President of Sales and Business Development. From 1996 to 2007, Mr. Lloyd served
as Senior Vice President of Sales and Marketing at Net2Phone, Inc. From 1990 to 1996, Mr. Lloyd was an Assistant District Attorney
in Bronx County, New York. Mr. Lloyd holds a J.D. from Fordham University School of Law and a B.A. in Sociology from Queens College.



Tali Haim has served as our Chief
Business Development Officer since November 2007. From 2001 to 2007, Ms. Haim was a Senior Director of Sales and Marketing at Shonfeld’s
USA, Inc. Prior to 2001, Ms. Haim was an organizational psychologist at the Adam Milo Institute in Israel. Ms. Haim holds a B.A.
in Psychology and Philosophy from Bar Ilan University and an M.A. in Clinical Psychology from Tel Aviv University.



Yossi Azarzar has served as our
Chief Operations Officer since May 2007. From 2000 to 2007, Mr. Azarzar held various positions at Intel Corporation, including
Manufacturing Functional Area Manager and Manufacturing Manager. From 1994 to 2000, Mr. Azarzar served as an Area Manager with
the McDonald’s Corporation in Israel. Mr. Azarzar holds a B.A and an M.A. in Islamic, Middle Eastern & Arabic studies,
both from The Hebrew University in Jerusalem.



Eyal Shohat has served as our Chief
Legal Officer since May 2010. From 2007 to April 2010, Mr. Shohat was the Vice President, Legal Affairs of Frutarom Industries
Ltd., a public company listed on the Tel Aviv and London Stock Exchanges. From 2002 to 2006, Mr. Shohat served as Legal Counsel
for Frutarom. Mr. Shohat holds a B.A. in Accounting, an L.L.B. and an M.B.A., each from Tel Aviv University.



Leon Paull has served as our GM
Nordics and Global Distributors, and has managed our global network of distribution partners since 2008. Prior to that, Mr. Paull
fulfilled various key positions in the company after joining in 2004. From 2005 to 2006, Mr. Paull was Head of Market Research
and Information, and from 2007 to 2008, served as Global Brand Manager for the Company’s soda makers and cylinder product
range. Mr. Paull holds a Bachelor’s Degree in History and Political Science from The Hebrew University of Jerusalem.



Mika Mazor has served as our Chief
People Officer since February 2012. From 2002 to 2012, Mika worked at Amdocs (NYSE: DOX) in various human resources roles. Most
recently, Mr. Mazor was Vice President of Human Resources for Israel and Corporate Units, having previously served as Managing
Senior Talent Unit and Human Resources Director of the European Division. From 2000 to 2002, Mr. Mazor worked in human resources
for Manpower Israel. Mr. Mazor holds an M.B.A. in Organizational Behavior and a B.A. in Management specializing in human resources,
both from Ben Gurion University, Israel.



Ilan Nacasch has served as our Chief Marketing Officer since March 2012. From 1997
to 2012, Mr. Nacasch worked in different marketing positions at Procter & Gamble. From 2009 to 2012, Mr. Nacasch served as
Global Associate Marketing Director for Pampers. Before that, Mr. Nacasch worked as Associate Marketing Director on Beauty Care
and Feminine Protection in the Balkans, and on leading P&G marketing capabilities for CEEMEA. Prior to 1997, Mr. Nacasch worked
at Danone Group in France.



Yaron Kopel has served as our Chief
Innovation and Design Officer since September 2011. From 2009 to 2011, Mr. Kopel was the Vice President of Marketing and Innovation
for Excellence Israel, the second largest investment house in Israel with approximately $20 billion under management. Prior to
that, Mr. Kopel was the founder of ZER4U, Israel’s leading flower chain, and founder of TeCasan, an upscale, women’s
shoe brand in New York City. Mr. Kopel holds a B.A. in Business and Economics from Tel Aviv Academy.



Directors



Yuval Cohen has served as the Chairman
of our board of directors since December 2006. Mr. Cohen is the founding and managing partner of Fortissimo Capital, a private
equity fund established in January 2003, managing in excess of $400 million that invests in Israeli-related technology and industrial
companies. From 1997 through 2002, Mr. Cohen was a General Partner at Jerusalem Venture Partners, an Israeli-based venture capital
fund. Mr. Cohen currently serves as a director of several privately held portfolio companies of Fortissimo Capital and as a director
of Emblaze Ltd. (LSE: BLZ). Mr. Cohen received a B.Sc. in Industrial Engineering from Tel Aviv University and an M.B.A. from Harvard
Business School.



38







Eytan Glazer has served as a member
of our board of directors since November 2010. Mr. Glazer is one of our external directors. Since 2008, Mr. Glazer has been investing
in and actively involved with several emerging companies, providing strategic guidance, business development and assistance with
financings. From 1998 through 2008, Mr. Glazer was the founder and served as the Chief Executive Officer of TippCom Ltd., which
was sold to Unicell Advanced Cellular Solutions Ltd. in 2008. Prior to 1998, Mr. Glazer served as Vice President, Marketing of
SPL World Group, Inc. Mr. Glazer holds a B.Sc. in Computer Science and Economics from Bar Ilan University and an M.B.A. from Harvard
Business School.



Lauri Hanover has served as a member
of our board of directors since November 2010. Ms. Hanover is one of our external directors. Ms. Hanover is the Executive Vice
President and Chief Financial Officer of Tnuva Group. From January 2008 through April 2009, she served as Chief Executive Officer
of Gross, Kleinhendler, Hodak, Halevy and Greenberg & Co., an Israeli law firm. From August 2004 through December 2007, she
served as the Senior Vice President and Chief Financial Officer of Lumenis Ltd., a medical device company, and from 2000 to 2004,
she served as the Corporate Vice President and Chief Financial Officer of NICE Systems Ltd., an interaction and transaction analytics
company. From 1997 to 2000, she served as Executive Vice President and Chief Financial Officer of Sapiens International Corporation
N.V. From 1984 to 1997, Ms. Hanover served in a variety of financial management positions, including Corporate Controller at Scitex
Corporation Ltd., and from 1981 to 1984 as Financial Analyst at Philip Morris Inc. (Altria). Ms. Hanover holds a B.S. in Finance
from the Wharton School of Business and a B.A. from the College of Arts and Sciences, both of the University of Pennsylvania. Ms.
Hanover also holds an M.B.A. from New York University.



David Morris has served as a member
of our board of directors since October 2010. Mr. Morris served as an observer on our board of directors from 2002 to 2006 and,
since 2007, served as an alternate director to his father, Conrad Morris, one of the early and active investors in Soda Club NV,
our predecessor company. Mr. Morris is an advisor to a group of companies with extensive business and property investments. He
additionally manages an extensive property portfolio in the United Kingdom and the Ukraine. Mr. Morris is a director of PC Clothing
Ltd. and is a partner at K.D.M. Partners LLP, both in the United Kingdom. He is also involved in numerous charitable and community
endeavors in Europe and Israel. Mr. Morris holds a B.A. in Business Studies from the University of Westminster.



| | B. | Compensation
| | -- | ------------



Compensation of officers and directors



The aggregate compensation paid by us and
our subsidiaries to our current executive officers, including share-based compensation, for the year ended December 31, 2012, was
approximately $8.2 million. This amount does not include any business travel, relocation, professional and business association
dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in Israel.



We pay each of our non-employee directors
an annual cash retainer of $30,000, a per meeting fee of $500 for any board or committee meeting attended and a fee of $250 per
written consent of the board or a committee thereof. The Chairman of the Board receives an annual cash retainer of $60,000. We
also reimburse our directors for expenses arising from their board membership. Our current non-employee directors were each granted
options to purchase 30,000 of our ordinary shares upon the consummation of our IPO, at an exercise price of $20.00 per share, which
vest on the first, second and third anniversaries of the date of grant. Mr. Cohen has instructed us to pay his director fees and
option grants directly to an affiliate of Fortissimo Capital.



Pursuant to a recently enacted amendment
to the Companies Law (the “Compensation Amendment”), which became effective on December 12, 2012, the compensation
(including insurance, indemnification, exculpation and compensation) of our directors requires the approval of our compensation
committee, the subsequent approval of the board of directors and, unless exempted under the regulations promulgated under the Companies
Law, the approval of the shareholders at a general meeting. If the compensation of our directors is inconsistent with our stated
compensation policy, then the approval of the company’s shareholders requires that either:



| | · | a majority of the shares held by shareholders who are not controlling
shareholders and do not have a personal interest in such matter and who are present and voting at the meeting, are voted in favor
of approving the compensation package, excluding abstentions; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the total number of shares voted by non-controlling shareholders and
shareholders who do not have a personal interest in such matter that are voted against the compensation package does not exceed
2% of the aggregate voting rights in the company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pursuant to the Compensation Amendment,
the compensation (including insurance, indemnification and exculpation) of a public company’s office holders (other than
directors as described above, and the chief executive officer as described below) is to be approved first by the compensation committee;
second by the company’s board of directors; and third, if such compensation arrangement is inconsistent with the company’s
stated compensation policy, the company’s shareholders provided that either:



| | · | a majority of the shares held by shareholders who are not controlling
shareholders and do not have a personal interest in such matter and who are present and voting at the meeting are voted in favor
of approving the compensation package, excluding abstentions; or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the total number of shares of non-controlling shareholders and shareholders
who do not have a personal interest in such matter voting against the compensation package does not exceed 2% of the aggregate
voting rights in the company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under the Compensation Amendment, if the
shareholders of the company do not approve the compensation arrangement with an office holder who is not a director, including
the chief executive officer, the compensation committee and board of directors may override the shareholders’ decision, subject
to certain conditions. Under certain circumstances, the compensation committee and board of directors may waive the shareholder
approval requirement in respect of the compensation arrangements with a candidate for chief executive officer if they determine
that the compensation arrangements are consistent with the company’s stated compensation policy.



39







In the event that an existing compensation
arrangement with an office holder who is not a director, including the chief executive officer, is amended, only the approval of
the compensation committee is required so long as the compensation committee determines that the amendment is not material in relation
to the existing compensation arrangement. Prior to the adoption of the compensation policy (which, as noted, must occur no later
than September 12, 2013), the extension of the term of compensation arrangements existing as of the effective date of the Compensation
Amendment does not require approvals under the Compensation Amendment. Where the office holder is also a controlling shareholder,
the requirements for approval of transactions with controlling shareholders apply as described below under “— Disclosure
of personal interests of a controlling shareholders and approval of certain transactions.”



Employment and consulting agreements with executive officers



We have entered into written employment
agreements with each of our executive officers. See “Item 7.B — Related Party Transactions — Agreements
with directors and officers” for additional information.



Directors’ service contracts



There are no arrangements or understandings
between us and any of our subsidiaries, on the one hand, and any of our non-employee directors, on the other hand, providing for
benefits upon termination of their employment or service as directors of our company or any of our subsidiaries.



Option plans



In 2007, we adopted the 2007 Employee Share
Option Plan and, in October 2010, we adopted the 2010 Employee Share Option Plan, (collectively, the “ESOP”). The ESOP
allows us to grant options to purchase ordinary shares to our employees, directors, service providers, and consultants, and those
of our subsidiaries, and to others that our compensation committee considers valuable to us. The ESOP is intended to benefit us
by enhancing our ability to attract desirable individuals and increasing their ownership interests in us. The following is a summary
of the material terms of the ESOP.



We
currently have outstanding options to purchase our ordinary shares that were granted under our ESOP. As of December 31, 2012, 2,084,988
ordinary shares remained available for issuance under our stock option plan of which options to purchase 1,643,025 ordinary shares
had been granted and were outstanding, at a weighted average exercise price of $25.64 per share, which includes 20,807 restricted
share units granted to a former shareholder of a subsidiary as part of the consideration for shares of the subsidiary. Of
these outstanding options, as of December 31, 2012, options to purchase 502,435 were vested and exercisable.



The normal vesting schedule for options
granted under the ESOP provides that 25% of the options will vest one year after the date of grant; and 6.25% will vest at the
end of each quarter thereafter for 12 quarters. The options, other than the options granted as of February 23, 2012, will expire
ten years after the date of grant if not exercised earlier. Options granted on or after February 23, 2012 but prior to February
26, 2013, will expire prior to six years after the date of grant if not exercised earlier. Options granted as of February 26, 2013
will expire fiveyears after the date of grant if not exercised earlier. In general, when an option
holder’s employment or service with us terminates, his or her option will no longer continue to vest following termination,
and the holder may exercise any vested options for a period of 180 days following termination without cause. If an option holder’s
employment with us terminates due to disability or if the termination of employment results from his or her death, then the option
holder or his or her estate (as applicable) has 12 months to exercise the option; however, the option may not be exercised after
its scheduled expiration date. If termination of employment results from the dismissal of the option holder for cause, his or her
outstanding options will expire upon termination.



The option exercise price is determined
by the compensation committee and specified in each option award agreement. In general, the option exercise price is the fair market
value of the shares on the date of grant as determined in good faith by our board of directors.



We have elected to issue our options and
shares granted or issued to most of our Israeli participants in this plan under Section 102(b)(3) of the Israeli Income Tax Ordinance,
which is the capital gains track. To comply with the capital gains track, all options and shares under the ESOP are granted or
issued to a trustee and are held by the trustee for two years from the date of grant of the option. Under the capital gains track
we are not allowed an Israeli tax deduction for the grant or issuance of the options or shares.



Our compensation committee administers
the ESOP. However, our board of directors has residual authority to exercise any powers or duties of the compensation committee
concerning the ESOP if the committee ceases to operate for any reason. The compensation committee determines the eligible individuals
who receive options under the ESOP, the number of ordinary shares covered by those options, the terms under which such options
may be exercised and the other terms and conditions of the options, all in accordance with the provisions of the ESOP.



Option holders may not transfer their options,
except in the event of death or if the compensation committee determines otherwise.



In the case of certain changes in our share
capital structure, such as a consolidation or share split or dividend, appropriate adjustments will be made to the numbers of shares
and exercise prices under outstanding options.



In the event that we undergo a transaction,
as described below, subject to any contrary law or rule, or the terms of any option award agreement in effect before the transaction,
any unexercised options will be replaced by equally ranking options of the successor company. If the successor company refuses
to issue these replacement options, the vesting and exercisability of outstanding options may (in the discretion of the compensation
committee or the board of directors) be accelerated prior to a transaction. The ESOP defines a transaction as (a) a merger, acquisition
or reorganization of the company with one or more entities in which we are not the surviving entity, or (b) a sale of all or substantially
all of our assets. In the event that a proposal for liquidation is submitted to shareholders, option holders will also be entitled
to exercise their options during a 10 day period to participate in a liquidation distribution. In 2012, as part of approving our
CEO's long term incentive plan, the compensation committee, the audit committee, the board of directors and our shareholders, approved
that in the event of a change of control in the company, all options granted previously to the CEO will be accelerated and become
exercisable as at the date on which the change of control will become effective. In 2013 our compensation committee approved the
same option acceleration for all of the executive officers of the company.



40







Our compensation committee and/or board
of directors may at any time amend or terminate the ESOP; however, any amendment or termination may not adversely affect any options
or shares granted under the ESOP prior to such action. The ESOP provides that if the board of directors desires, it can, with the
consent of the option holder, cancel an outstanding option or amend an outstanding option, including the exercise price. For amendments
affecting our officers, audit committee and/or shareholder approval may also be necessary. See “Item 6.C — Board
Practices — Fiduciary duties and approval of specified related party transactions under Israeli law” and
“Item 6.C — Board Practices — Audit committee — Approval of transactions
with related parties.”



The following table provides information
regarding the options to purchase our ordinary shares held by each of our directors and officers who beneficially own greater than
one percent of our ordinary shares or options to purchase more than one percent of our ordinary shares as of December 31, 2012:





|Name
    (Title)                     |  | Number
    of Option(s) |         |  | Exercise
    Price |   |         | Expiration
    Date |  | Total
    Shares Underlying
    Options | 
|------------------------------------ |  | ----------------------- | ------- |  | ------------------ | - | ------- | ------------------- |  | --------------------------------------- | 
|Daniel Birnbaum,                     |  |                         | 29,934  |  |                    | € | 1.60579 |                     |  | Dec. 25, 2017                           | 
|Chief Executive Officer and Director |  |                         |         |  |                    |   |         |                     |  |                                         | 
|                                     |  |                         | 38,647  |  |                    | € | 1.60579 |                     |  | Feb. 25, 2018                           | 
|                                     |  |                         | 210,000 |  |                    | $ | 20.00   |                     |  | Nov. 2, 2020                            | 
|                                     |  |                         | 55,000  |  |                    | $ | 35.35   |                     |  | Nov. 7, 2021                            | 
|                                     |  |                         | 450,000 |  |                    | $ | 35.80   |                     |  | Dec. 20, 2018                           | 
|                                     |  |                         |         |  |                    |   |         |                     |  |                                         | 



On December 20, 2012, our shareholders
approved a Long-Term Incentive Plan for our chief executive officer (the “LTIP”), pursuant to which he was granted
option to purchase 450,000 shares of which 135,000 of the options vest on January 1, 2014, and 315,000 of the options vest on December
31, 2015, subject to achieving a performance condition of weighted revenue-EBITDA measurement (as may be discounted) of at least
100%. The weighted revenue-EBITDA measurement is calculated based on our aggregate annual EBITDA at the end of each of the years
from 2012 through 2015, subject to extension to 2016 and our aggregate revenue and EBITDA included in our annual approved budget



C.	Board Practices



Board of directors and officers



Our current board of directors consists
of five directors. Mr. Glazer and Ms. Hanover serve as our external directors.



Our articles of association provide that
we may have between five and nine directors. Removal of any director shall be upon the vote of the holders of two-thirds of our
voting shares, except as provided by applicable law.



Under our articles of association, our
directors (other than the external directors, whose appointment is required under the Companies Law; see “— External
directors”) are divided into three classes. Each class of directors consists, as nearly as possible, of one-third of the
total number of directors constituting the entire board of directors (other than the external directors). At each annual general
meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors
of that class of directors, will be for a term of office that expires on the third annual general meeting following such election
or re-election, such that from 2012 and after, each year the term of office of only one class of directors will expire. Class I
directors, consisting of Mr. Birnbaum, will hold office until our annual meeting of shareholders to be held in 2014. Class II directors,
is currently vacant since our 2012 annual meeting held in December 2012 and any director that is placed into this class will hold
office until our annual meeting of shareholders to be held in 2015. Class III directors, consisting of Messrs. Cohen and Morris,
will hold office until our annual meeting of shareholders to be held in 2013. The directors shall be elected by a vote of the holders
of a majority of the voting power present and voting at that meeting (excluding abstentions). Each director will hold office until
the annual general meeting of our shareholders for the year in which his or her term expires, unless the tenure of such director
expires earlier pursuant to the Companies Law or unless he or she is removed from office as described below.



The articles relating to the number of
directors, staggered board and election and removal of a director from office may be changed only by a resolution adopted by two-thirds
of our voting shares. Vacancies on our board of directors, including vacancies resulting from there being fewer than the maximum
number of directors permitted by our articles, may be filled by a vote of a simple majority of the directors then in office, even
if they do not constitute a quorum. Directors so chosen or appointed shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible. See “— External directors” for a description of
the procedure for the election of external directors.



41









In addition, under the Companies Law, our
board of directors must determine the minimum number of directors who are required to have financial and accounting expertise.
Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her education,
professional experience and skill, has a high level of proficiency in and understanding of business accounting matters and financial
statements. See “— Qualifications of external directors.” He or she must be able to thoroughly comprehend the
financial statements of the listed company and initiate debate regarding the manner in which financial information is presented.
In determining the number of directors required to have such expertise, the board of directors must consider, among other things,
the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we
require at least one director with the requisite financial and accounting expertise. Ms. Hanover has such financial and accounting
expertise.



Each of our executive officers serves at
the discretion of the board of directors and holds office until his or her resignation or removal. There are no family relationships
among any of our directors or executive officers.



External directors



Qualifications of external directors



Under the Companies Law, companies incorporated
under the laws of the State of Israel that are “public companies,” including companies with shares listed on the Nasdaq
Global Select Market, are required to appoint at least two external directors. Mr. Glazer and Ms. Hanover are qualified to serve
as external directors under the Companies Law.



Pursuant to a recent amendment to the Companies
Law, a person may not serve as an external director if, (a) the person is a relative of our controlling shareholder, or (b) at
the date of the person’s appointment or within the prior two years, the person, the person’s relatives, entities under
the person’s control, the person’s partner, the person’s employer, or anyone to whom that person is subordinate,
whether directly or indirectly, have or have had any affiliation with (1) us; (2) our controlling shareholder at the time of such
person’s appointment; or (3) any entity that is either controlled by us or under common control with us at the time of such
appointment or during the prior two years. In a company that has no controlling shareholder or entity or any entity holding 25%
or more of the voting rights in the company, a person may also not serve as an external director if the person has any affiliation
with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, the general
manager (chief executive officer), any shareholder holding 5% or more of the company’s shares or voting rights or the most
senior financial officer.



The term affiliation includes:



| | · | an employment relationship;
| | - | ---------------------------



| | · | a business or professional relationship even if not maintained on
a regular basis (excluding insignificant relationships);
| | - | --------------------------------------------------------------------------------------------------------------------------



| | · | control; and
| | - | ------------



| | · | service as an office holder, excluding service as a director in a
private company prior to the first offering of its shares to the public if such director was appointed as a director of the private
company in order to serve as an external director following the initial public offering.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The term relative is defined as a spouse,
sibling, parent, grandparent or descendant; a spouse’s sibling, parent or descendant; and the spouse of each of the foregoing
persons.



The term office holder is defined as a
director, general manager, chief business manager, deputy general manager, vice general manager, other manager directly subordinate
to the general manager or any other person assuming the responsibilities of any of the foregoing positions, without regard to such
person’s title.



No person can serve as an external director
if the person’s position or other business create, or may create, a conflict of interest with the person’s responsibilities
as a director or may otherwise interfere with the person’s ability to serve as a director or if the person is an employee
of the Israel Securities Authority or of an Israeli stock exchange. Furthermore, a person may not continue to serve as an external
director if he or she received direct or indirect compensation from us for his or her role as a director unless such compensation
is paid or given in accordance with regulations promulgated under the Companies Law or unless such compensation constitutes amounts
paid pursuant to indemnification and/or exculpation contracts or commitments and insurance coverage. If at the time an external
director is appointed all current members of the board of directors not otherwise affiliated with the company are of the same gender,
then that external director must be of the other gender. In addition, a director of a company may not be elected as an external
director of another company if, at that time, a director of the other company is acting as an external director of the first company.



42







The Companies Law provides that an external
director must meet certain professional qualifications or have financial and accounting expertise, and that at least one external
director must have financial and accounting expertise. However, if at least one of our other directors (1) meets the independence
requirements of the Exchange Act, (2) meets the standards of the Nasdaq Marketplace Rules for membership on the audit committee
and (3) has financial and accounting expertise as defined in the Companies Law and applicable regulations, then neither of our
external directors is required to possess financial and accounting expertise as long as both possess other requisite professional
qualifications. The board of directors is required to determine whether a director possesses financial and accounting expertise
by examining whether, due to the director’s education, experience and qualifications, the director is highly proficient and
knowledgeable with regard to business-accounting issues and financial statements, to the extent that the director is able to engage
in a discussion concerning the presentation of financial information in the company’s financial statements, among others.
The regulations define a director with the requisite professional qualifications as a director who satisfies one of the following
requirements: (1) the director holds an academic degree in either economics, business administration, accounting, law or public
administration, (2) the director either holds an academic degree in any other field or has completed another form of higher education
in the company’s primary field of business or in an area which is relevant to the office of an external director, or (3)
the director has at least five years of experience serving in any one of the following, or at least five years of cumulative experience
serving in two or more of the following capacities: (a) a senior business management position in a corporation with a substantial
scope of business, (b) a senior position in the company’s primary field of business or (c) a senior position in public administration.
Our board of directors has determined that Ms. Hanover possesses the requisite financial and accounting expertise.



Following the termination of an external
director’s service on a board of directors, such former external director and his or her spouse and children may not be provided
a direct or indirect benefit by the company, its controlling shareholder or any entity under its controlling shareholders’
control. This includes engagement to serve as an executive officer or director of the company or a company controlled by a controlling
shareholder or employment by, or providing services to, any such company for consideration, either directly or indirectly, including
through a corporation controlled by the former external director, for a period of two years (and for a period of one year with
respect to relatives of the former external director).



Election and dismissal of external
directors



Under Israeli law, external directors are
elected by a majority vote at a shareholders’ meeting, provided that either:



| | · | the majority of the shares that are voted at the meeting, including
at least a majority of the shares held by non-controlling shareholders who do not have a personal interest in the election of the
external director (other than a personal interest not deriving from a relationship with a controlling shareholder) who voted at
the meeting, excluding abstentions, vote in favor of the election of the external director; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the total number of shares held by non-controlling, disinterested
shareholders (as described in the preceding clause) that are voted against the election of the external director does not exceed
two percent of the aggregate voting rights in the company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under Israeli law, the initial term of
an external director of an Israeli company traded on the Nasdaq Global Select Market is three years and he or she may be reelected
to two additional terms of three years provided that either (a) the board of directors has recommended such reelection and such
reelection is approved by a majority vote at a shareholders’ meeting, subject to the conditions described above for election
of external directors, or (b) the reelection has been recommended by one or more shareholders holding at least one percent of the
company’s voting rights and is approved by a majority of non-controlling, disinterested shareholders who hold among them
at least two percent of the company’s voting rights. Reelection to each additional term beyond the first extension must comply
with the following conditions: (1) the audit committee and, subsequently, the board of directors must confirm that the reelection
for an additional term is beneficial to the company, taking into account the external director’s expertise and special contribution
to the function of the board of directors and its committees, and (2) the company’s shareholders were informed at the general
meeting, prior to the approval of the reelection of the external director, of the term previously served by him or her and of the
reasons why the board of directors and audit committee recommended the extension of the external director’s term.



If the board of directors is made aware
of a concern that an external director has ceased to meet the statutory requirements for his or her appointment, or has violated
his or her duty of loyalty to the company, then the board of directors is required to discuss the concern and determine whether
it is justified. If the board of directors determines that the concern is justified, it must call a special general meeting of
the company’s shareholders, the agenda of which includes the dismissal of the external director. The external directors may
be removed by the same majority of shareholders as is required for their election.



An Israeli court may remove external directors
(1) at the request of a director or a shareholder of the company if it determines that the external director has ceased to meet
the statutory requirements for his or her appointment, or has violated his or her duty of loyalty to the company, or (2) at the
request of the company, a director, a shareholder or a creditor of the company if it determines that the external director is unable
to perform his or her duties on a regular basis, or is convicted of certain offenses set forth in the Companies Law.



If the vacancy of an external directorship
causes the company to have fewer than two external directors, such company’s board of directors is required under the Companies
Law to call a special general meeting of the company’s shareholders as soon as possible to appoint a new external director.
It is anticipated that external directors will be elected at our annual meeting which will take place in 2013 with their term to
be effective in February 2014.



Additional provisions



Under the Companies Law, each committee
to which a board of directors delegates power is required to include at least one external director and its audit committee is
required to include all of the external directors.



An external director is entitled to compensation
and reimbursement of expenses only in accordance with regulations promulgated under the Companies Law and is otherwise prohibited
from receiving any other compensation, directly or indirectly, in connection with serving as a director.



43









Audit committee



Our audit committee consists of Ms. Hanover
and Messrs. Glazer and Morris. The chairperson of the audit committee is Ms. Hanover.



Companies law requirements



Under the Companies Law, the board of directors
of any public company must also appoint an audit committee comprised of at least three directors, including all of the external
directors, and one of our external directors must serve as chairperson of the committee. The audit committee may not include:



| | · | the chairman of the board of directors;
| | - | ---------------------------------------



| | · | a controlling shareholder or a relative of a controlling shareholder
(as each such term is defined in the Companies Law); or
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | any director employed by the company, by the company’s controlling
shareholder or by any other entity controlled by the company’s controlling shareholder, or any director who provides services
to the company, to the company’s controlling shareholder or to any other entity controlled by the company’s controlling
shareholder on a regular basis (other than as a member of the board of directors), or any other director whose main source of income
derives from the controlling shareholder.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The term controlling shareholder is defined
in the Companies Law as a shareholder with the ability to direct the activities of the company, other than by virtue of being an
office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights
in a company or has the right to appoint the majority of the directors of the company or its general manager.



A majority of the total number of then-serving
members of the audit committee shall constitute a quorum for the transaction of business at the audit committee meetings, provided,
that the majority of the members present at such meeting are unaffiliated directors and at least one of such members is an external
director. In addition, the audit committee of a publicly traded company must consist of a majority of unaffiliated directors. An
“unaffiliated director” is defined as either an external director or as a director who meets the following criteria:



| | · | he or she meets the qualifications for being appointed as an external
director, except for (i) the requirement that the director be an Israeli resident (which does not apply to companies such as ours
whose securities have been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and
financial expertise or professional qualifications; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | he or she has not served as a director of the company for a period
exceeding nine consecutive years. For this purpose, a break of less than two years in the service shall not be deemed to interrupt
the continuation of the service.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



All of the directors on our audit committee
are unaffiliated directors.



Nasdaq requirements



Under the Nasdaq Marketplace Rules, we
are required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate
and one of whom has accounting or related financial management expertise.



Our audit committee consists of Ms. Hanover
and Messrs. Glazer and Morris. Ms. Hanover is an audit committee financial expert as defined by the SEC rules and has the requisite
financial sophistication as defined by the Nasdaq Marketplace Rules. All of the members of our audit committee meet the requirements
for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq Marketplace Rules.



Ms. Hanover and Messrs. Glazer and Morris
are independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and under the listing standards of the Nasdaq
Global Select Market.



Approval of transactions with related
parties



The approval of the audit committee is
required to effect specified actions and transactions with office holders and controlling shareholders, or in which they have an
interest. See “— Fiduciary duties and approval of specified related party transactions under Israeli law.” The
term “controlling shareholder” means a shareholder with the ability to direct the activities of the company, other
than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50%
or more of the voting rights in a company or has the right to appoint the majority of the directors of the company or its general
manager. For the purpose of approving transactions with controlling shareholders, the term also includes any shareholder that holds
25% or more of the voting rights of the company if the company has no shareholder that owns more than 50% of its voting rights.
For purposes of determining the holding percentage stated above, two or more shareholders who have a personal interest in a transaction
that is brought for the company’s approval are deemed as joint holders. The audit committee may not approve an action or
a transaction with a controlling shareholder or with an office holder unless at the time of approval two external directors are
serving as members of the audit committee and at least one of them was present at the meeting at which the approval was granted.



Audit committee role



Our board of directors has adopted an audit
committee charter setting forth the responsibilities of the audit committee consistent with the rules of the SEC and the Nasdaq
Marketplace Rules, which include:





| | · | retaining and terminating our independent auditors, subject to shareholder
ratification;
| | - | ----------------------------------------------------------------------------------------



44









| | · | pre-approval of audit and non-audit services provided by the independent
auditors;
| | - | ----------------------------------------------------------------------------------



| | · | examining our quarterly and annual financial reports prior to their
submission to the board of directors;
| | - | ---------------------------------------------------------------------------------------------------------



| | · | to determine whether to classify certain arrangements or transactions
as requiring special approval under the Companies Law;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | determining whether there are delinquencies in the business management
practices of our company, including in consultation with our internal auditor or our independent auditor, and making recommendations
to the board of directors to improve such practices;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | determining whether to approve certain related party transactions
(including compensation of office holders or transactions in which an office holder has a personal interest and whether such transaction
is material);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | where the board of directors approves the working plan of the internal
audit, examining such working plan before its submission to the board of directors and proposing amendments thereto;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | examining our internal controls and internal auditor’s performance,
including whether the internal auditor has sufficient resources and tools to dispose of his responsibilities (taking into consideration
our special needs and size);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | examining the scope of our auditor’s work and compensation and
submitting its recommendation with respect thereto to the corporate body considering the appointment thereof (either the board
of directors or the general meeting of shareholders); and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | establishing procedures for the handling of employees’ complaints
as to the management of our business and the protection to be provided to such employees.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



Additionally, under the Companies Law,
the role of the audit committee is to identify irregularities in our business management in consultation with the internal auditor
or our independent auditors and suggest an appropriate course of action to the board of directors, and to approve the yearly or
periodic work plan proposed by the internal auditor to the extent required.



The audit committee charter states that
in fulfilling its obligations, the committee is entitled to demand from us any document, file, report or any other information
that is required for the fulfillment of its roles and duties and to interview any of our employees or any employees of our subsidiaries
in order to receive more details about his or her line of work or other issues that are connected to the roles and duties of the
audit committee.



Compensation committee



Our compensation committee consists of
Ms. Hanover and Messrs. Glazer and Morris. The chairperson of the compensation committee is Ms. Hanover.



Our board of directors has adopted a compensation
committee charter setting forth the responsibilities of the committee consistent with the Nasdaq Global Select Market rules which
include:



| | · | reviewing and recommending overall compensation policies with respect
to our chief executive officer and other executive officers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and approving corporate goals and objectives relevant to
the compensation of our chief executive officer and other executive officers including evaluating their performance in light of
such goals and objectives;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and approving the granting of options and other incentive
awards; and
| | - | -------------------------------------------------------------------------------



| | · | reviewing, evaluating and making recommendations regarding the compensation
and benefits for our non-employee directors.
| | - | ------------------------------------------------------------------------------------------------------------------------



Ms. Hanover and Messrs. Glazer and Morris
are independent under the listing standards of the Nasdaq Global Select Market.



Nominating and governance committee



Our nominating and governance committee
consists of Ms. Hanover and Messrs. Glazer and Morris. The chairperson of the nominating and governance committee is Mr. Glazer.



Our board of directors has adopted a nominating
and governance committee charter setting forth the responsibilities of the committee consistent with the Nasdaq Global Select Market
rules which include:



| | · | reviewing and recommending nominees for election as directors;
| | - | --------------------------------------------------------------



| | · | developing and recommending to our board corporate governance guidelines
and a code of conduct and ethics for our directors, officers and employees in compliance with applicable law;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing developments relating to corporate governance issues;
| | - | ---------------------------------------------------------------



| | · | reviewing and making recommendations regarding board member skills
and qualifications, the nature of duties of board committees and other corporate governance matters; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | establishing procedures for and administering annual performance evaluations
of our board.
| | - | ------------------------------------------------------------------------------------------



Ms. Hanover and Messrs. Glazer and Morris
are independent under the listing standards of the Nasdaq Global Select Market. Pursuant to the Compensation Amendment, we are
required to adopt a compensation policy by September 12, 2013, which must comply with the requirements of the Compensation Amendment.
Our compensation policies are to be approved at least once every three years, first, by our board of directors, upon recommendation
of our compensation committee, and second, by a majority of the ordinary shares present, in person or by proxy, and voting at a
shareholders meeting. The other responsibilities of the compensation committee set forth in the Compensation Amendment are consistent
with the Nasdaq rules and are also applicable to the compensation of our directors.



45







Internal auditor



Under the Companies Law, the board of directors
of a public company must appoint an internal auditor based on the recommendation of the audit committee. The role of the internal
auditor is, among other things, to examine whether a company’s actions comply with applicable law and orderly business procedure.
Under the Companies Law, the internal auditor may be an employee of the company but not an interested party or an office holder
or a relative of an interested party or an office holder, nor may the internal auditor be the company’s independent auditor
or the representative of the same. An “interested party” is defined in the Companies Law as (i) a holder of 5% or more
of the issued share capital or voting power in a company, (ii) any person or entity who has the right to designate one or more
directors or to designate the chief executive officer of the company, or (iii) any person who serves as a director or as a chief
executive officer of the company.



Dror Haimovitch has been appointed as our
internal auditor. Mr. Haimovitch is a certified internal auditor and a partner of the Israeli accounting firm of Barzily& Co.



Fiduciary duties and approval of specified related party
transactions under Israeli law



Fiduciary duties of office holders



The Companies Law imposes a duty of care
and a duty of loyalty on all office holders of a company.



The duty of care of an office holder is
based on the duty of care set forth in connection with the tort of negligence under the Israeli Torts Ordinance (New Version) 5728-1968.
This duty of care requires an office holder to act with the degree of proficiency with which a reasonable office holder in the
same position would have acted under the same circumstances. The duty of care includes a duty to use reasonable means, in light
of the circumstances, to obtain:



| | · | information on the advisability of a given action brought for his
or her approval or performed by virtue of his or her position; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | all other important information pertaining to these actions.
| | - | ------------------------------------------------------------



The duty of loyalty requires an office holder to act in good
faith and for the benefit of the company, and includes the duty to:



| | · | refrain from any act involving a conflict of interest between the
performance of his or her duties in the company and his or her other duties or personal affairs;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | refrain from any activity that is competitive with the business of
the company;
| | - | -------------------------------------------------------------------------------



| | · | refrain from exploiting any business opportunity of the company for
the purpose of gaining a personal advantage for himself or herself or others; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | disclose to the company any information or documents relating to the
company’s affairs which the office holder received as a result of his or her position as an office holder.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We may approve an act performed in breach
of the duty of loyalty of an office holder provided that the office holder acted in good faith, the act or its approval does not
harm the company, and the office holder discloses his or her personal interest, as described below.



Disclosure of personal interests of an office holder and
approval of acts and transactions



The Companies Law requires that an office
holder promptly disclose to the company any personal interest that he or she may have and all related material information or documents
relating to any existing or proposed transaction by the company. An interested office holder’s disclosure must be made promptly
and in any event no later than the first meeting of the board of directors at which the transaction is considered. An office holder
is not obliged to disclose such information if the personal interest of the office holder derives solely from the personal interest
of his or her relative in a transaction that is not considered as an extraordinary transaction.



“Personal interest” is defined
under the Companies Law to include the personal interest of a person in an action or in the business of a company, including the
personal interest of such person’s relative or the interest of any corporation in which the person is an interested party,
but excluding a personal interest stemming solely from the fact of holding shares in the company. Pursuant to a recent amendment
to the Companies Law, a personal interest will include the personal interest of a person for whom the office holder holds a voting
proxy or the interest of the office holder with respect to his or her vote on behalf of the shareholder for whom he or she holds
a proxy even if such shareholder itself has no personal interest in the approval of the matter. An office holder is not, however,
obliged to disclose a personal interest if it derives solely from the personal interest of his or her relative in a transaction
that is not considered an extraordinary transaction.



Under the Companies Law, an extraordinary
transaction which requires approval is defined as any of the following:



| | · | a transaction other than in the ordinary course of business;
| | - | ------------------------------------------------------------



| | · | a transaction that is not on market terms; or
| | - | ---------------------------------------------



| | · | a transaction that may have a material impact on the company’s
profitability, assets or liabilities.
| | - | ----------------------------------------------------------------------------------------------------



46







Under the Companies Law, once an office
holder has complied with the above disclosure requirement, a company may approve a transaction between the company and the office
holder or a third-party in which the office holder has a personal interest, or approve an action by the office holder that would
otherwise be deemed a breach of duty of loyalty. However, a company may not approve a transaction or action that is adverse to
the company’s interest or that is not performed by the office holder in good faith.



Under the Companies Law, unless the articles
of association of a company provide otherwise, a transaction with an office holder, a transaction with a third-party in which the
office holder has a personal interest, and an action of an office holder that would otherwise be deemed a breach of duty of loyalty
requires approval by the board of directors. Our articles of association do not provide otherwise. If the transaction or action
considered is (i) an extraordinary transaction, (ii) an action of an office holder that would otherwise be deemed a breach of duty
of loyalty and may have a material impact on a company’s profitability, assets or liabilities, (iii) an undertaking to indemnify
or insure an office holder who is not a director, or (iv) an undertaking concerning the terms of compensation of an office holder
who is not a director, including, an undertaking to indemnify or insure such office holder, then audit committee approval is required
prior to approval by the board of directors. Arrangements regarding the compensation, indemnification or insurance of a director
require the approval of the audit committee, board of directors and shareholders, in that order.



A director who has a personal interest
in a matter that is considered at a meeting of the board of directors or the audit committee may generally not be present at the
meeting or vote on the matter unless a majority of the directors or members of the audit committee have a personal interest in
the matter, or unless the chairman of the audit committee or board of directors (as applicable) determines that he or she should
be present to present the transaction that is subject to approval. If a majority of the directors have a personal interest in the
matter, such matter also requires approval of the shareholders of the company.



Disclosure of personal interests of a controlling shareholder
and approval of transactions



Under the Companies Law, the disclosure
requirements that apply to an office holder also apply to a controlling shareholder of a public company. See “Audit committee — Approval
of transactions with related parties” for a definition of controlling shareholder. Extraordinary transactions with a controlling
shareholder or in which a controlling shareholder has a personal interest, including a private placement in which a controlling
shareholder has a personal interest, transactions for the provision of services whether directly or indirectly by a controlling
shareholder or his or her relative, or a company such controlling shareholder controls, and transactions concerning the terms of
engagement of a controlling shareholder or a controlling shareholder’s relative, whether as an office holder or an employee,
require the approval of the audit committee, the board of directors and a majority of the shares voted by the shareholders of the
company participating and voting on the matter in a shareholders’ meeting. In addition, the shareholder approval must fulfill
one of the following requirements:



| | · | at least a majority of the shares held by shareholders who have no
personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding
abstentions; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the shares voted by shareholders who have no personal interest in
the transaction who vote against the transaction represent no more than 2.0% of the voting rights in the company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To the extent that any such transaction
with a controlling shareholder is for a period extending beyond three years, approval is required once every three years, unless
the audit committee determines that the duration of the transaction is reasonable given the circumstances related thereto.



Duties of shareholders



Under the Companies Law, a shareholder
has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable manner in exercising
its rights and performing its obligations to the company and other shareholders, including, among other things, voting at general
meetings of shareholders on the following matters:



| | · | an amendment to the articles of association;
| | - | --------------------------------------------



| | · | an increase in the company’s authorized share capital;
| | - | ------------------------------------------------------



| | · | a merger; and
| | - | -------------



| | · | the approval of related party transactions and acts of office holders
that require shareholder approval.
| | - | --------------------------------------------------------------------------------------------------------



A shareholder also has a general duty to
refrain from discriminating against other shareholders.



The remedies generally available upon a
breach of contract will also apply to a breach of the above mentioned duties, and in the event of discrimination against other
shareholders, additional remedies are available to the injured shareholder.



In addition, any controlling shareholder,
any shareholder that knows that its vote can determine the outcome of a shareholder vote and any shareholder that, under a company’s
articles of association, has the power to appoint or prevent the appointment of an office holder, or has another power with respect
to a company, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this
duty except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of
the duty to act with fairness, taking the shareholder’s position in the company into account.



Exculpation, insurance and indemnification of office holders



Under the Companies Law, a company may
not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder
in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty
of care but only if a provision authorizing such exculpation is inserted in its articles of association. Our articles of association
include such a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited dividend or
distribution to shareholders.



47













An Israeli company may indemnify
an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in
advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of
association:



| | • | financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s
award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided
in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen
based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined
by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and
amount or criteria;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation
or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that
(i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability,
such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation
or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof
of criminal intent; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings
instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which
the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



An Israeli company may insure an
office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in
the company’s articles of association:



| | • | a breach of duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis
to believe that the act would not prejudice the company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a breach of duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the
office holder; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | • | a financial liability imposed on the office holder in
favor of a third-party.
| | - | -----------------------------------------------------------------------------



An Israeli company may not indemnify
or insure an office holder against any of the following:



| | • | a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to
believe that the act would not prejudice the company;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of
the office holder;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | • | an act or omission committed with intent to derive illegal
personal benefit; or
| | - | -------------------------------------------------------------------------------



| | • | a fine or forfeit levied against the office holder.
| | - | ---------------------------------------------------



Under the Companies Law, exculpation,
indemnification and insurance of office holders must be approved by the audit committee and the board of directors and, with respect
to directors, by shareholders.



Our articles of association allow
us to indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including any omission)
which was performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’
liability insurance policy. As of the date of this annual report, no claims for directors and officers’ liability insurance
have been filed under this policy and we are not aware of any pending or threatened litigation or proceeding involving any of our
directors or officers in which indemnification is sought.



We have entered into agreements
with each of our directors and executive officers exculpating them, to the fullest extent permitted by law, from liability to us
for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the fullest extent permitted
by law. This indemnification is limited to events determined as foreseeable by the board of directors based on our activities,
and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances. The insurance
is subject to our discretion depending on its availability, effectiveness and cost. Effective as of the date of our IPO, the maximum
amount set forth in such agreements is (1) with respect to indemnification in connection with a public offering of our securities,
the gross proceeds raised by us and/or any selling shareholder in such public offering, and (2) with respect to all permitted indemnification,
including a public offering of our securities, the greater of (a) an amount equal to 50% of our shareholders’ equity on a
consolidated basis, based on our most recent financial statements made publicly available before the date on which the indemnity
payment is made and (b) $50 million. In the opinion of the SEC, indemnification of directors and office holders for liabilities
arising under the Securities Act however, is against public policy and therefore unenforceable.



There is no pending litigation or
proceeding against any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending
or threatened litigation that may result in claims for indemnification by any director or officer.



48







| | D. | Employees
| | -- | ---------



As of December 31, 2012, we had
2,232 employees of whom 1,672 were based in Israel, 145 were in Germany, 113 were in the United States and 302 were in other countries.
Of the total number of employees, approximately 598 were temporary employees (most of whom work at our manufacturing facilities).



The breakdown of our employees
by department is as follows:



|                                   |  | As of December 31, |      
|---------------------------------- |  | ------------------ | -----
|Department                         |  | 2010               |      
|Operations and product development |  |                    | 710  
|Sales and marketing                |  |                    | 262  
|General and administration         |  |                    | 85   
|Management                         |  |                    | 16   
|Total                              |  |                    | 1,073



Under applicable Israeli law, we
and our employees are subject to protective labor provisions such as restrictions on working hours, minimum wages, minimum vacation,
sick pay, severance pay and advance notice of termination of employment, as well as equal opportunity and anti-discrimination laws.
Orders issued by the Israeli Ministry of Industry, Trade and Labor may make certain industry-wide collective bargaining agreements
applicable to us. These agreements affect matters such as cost of living adjustments to salaries, length of working hours and week,
recuperation pay, travel expenses and pension rights. Our employees in Israel are not represented by a labor union. We provide
our employees with benefits and working conditions which we believe are competitive with benefits and working conditions provided
by similar companies in Israel.



Agreements with our employees also
forbid disclosure of our proprietary information and contain customary provisions restricting employment with our competitors for
a certain period after they stop working for us. Certain of these restrictions may be of no or little enforceability under Israeli
law and may be of questionable enforceability in other jurisdictions. In addition, many of the employees in our manufacturing facilities
are employed through third-party manpower agencies. Under Israeli Law, after nine consecutive months of employment with the same
company, employees employed through third-party manpower agencies become employees of the company into which they were placed by
the manpower agency, and are entitled to all related protective labor provisions as of the first day of such individual’s
employment with the company into which they were placed.



Employees that work for our international
subsidiaries are subject to local law and in most cases have entered into personal employment agreements with the particular subsidiary
that they work for. These agreements also include non-competition and non-disclosure provisions. Our employees located in Germany
are subject to local collective bargaining agreements.



| | E. | Share Ownership
| | -- | ---------------



For information regarding the share
ownership of our directors and executive officers, please refer to “Item 6.B — Compensation — Option
plans” and “Item 7.A — Major Shareholders.”



| | Item 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| | ------- | -------------------------------------------------



| | A. | Major Shareholders
| | -- | ------------------



The following table sets forth information
with respect to the beneficial ownership of our shares as of March 31, 2013 by:



•   each person or entity known
by us to own beneficially more than 5% of our outstanding shares;



•   each of our executive officers;



•   each of our directors; and



•   all of our executive officers
and directors as a group.



Beneficial ownership is determined
in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess
sole or shared voting or investment power with respect to those securities, and include shares subject to options that are exercisable
within 60 days after the date of this annual report. Such shares are also deemed outstanding for purposes of computing the percentage
ownership of the person holding the option, but not the percentage ownership of any other person.



For the purpose of calculating the
percentage of shares beneficially owned by any shareholder, this table lists applicable percentage ownership based on 20,715,768
ordinary shares outstanding as of March 31, 2013.



Unless otherwise indicated below,
to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares, except to
the extent that authority is shared by spouses under community property laws.



As of March 31, 2013, we had two
shareholders of record, both located in the United States, of our outstanding ordinary shares, representing 100% of our outstanding
ordinary shares. None of our shareholders has informed us that he, she or it is affiliated with a registered broker-dealer or is
in the business of underwriting securities.



49













Unless otherwise indicated, the address
of each beneficial owner is c/o SodaStream International Ltd., Gilboa Street, Airport City, Ben Gurion Airport 70100, Israel.







|Name of Beneficial Owner                                             |  | Shares Beneficially Owned |          
|-------------------------------------------------------------------- |  | ------------------------- | ---------
|                                                                     |  | Number                    |          
|FMR
    LLC and Affiliates (1)                                       |  |                           | 2,618,498
|Real
    Property Investment Limited (2)                             |  |                           | 2,101,333
|Tremblant
    Capital Group (3)                                      |  |                           | 1,948,871
|Cadian
    Capital Management, LLC and Eric Bannasch(4)              |  |                           | 1,456,146
|Morgan Stanley(5)                                                    |  |                           | 1,172,363
|Executive officers
    and directors                                 |  |                           |          
|Yuval
    Cohen (6)                                                  |  |                           | *        
|Eytan Glazer                                                         |  |                           | *        
|Lauri A. Hanover                                                     |  |                           | *        
|David
    Morris (6)                                                 |  |                           | *        
|Daniel
    Birnbaum (7)                                              |  |                           | 220,457  
|Daniel Erdreich                                                      |  |                           | *        
|Yonah Lloyd                                                          |  |                           | *        
|Tali Haim                                                            |  |                           | *        
|Yossi Azarzar                                                        |  |                           | *        
|Eyal Shohat                                                          |  |                           | *        
|Leon Paul                                                            |  |                           | *        
|Mika Mazor                                                           |  |                           | *        
|Ilan Nacasch                                                         |  |                           | *        
|Yaron Kopel                                                          |  |                           | *        
|All
    executive officers and directors as a group (14 persons) (8) |  |                           | 380,726  












* less than 1%.



| | (1) | Based on a Schedule 13G/A filed with the SEC on February 14, 2013 by FMR LLC (“FMR”). Consists of 2,618,498 shares
beneficially owned by Fidelity Management & Research Company (“Fidelity”) in its capacity as an investment adviser
to various investment companies and 61,200 shares beneficially owned by Pyramis Global Advisors Trust Company (“PGATC”)
in its capacity as an investment manager of institutional accounts owning such shares. Fidelity is a wholly owned subsidiary of
FMR and PGATC is an indirect wholly owned subsidiary of FMR. Members of the family of Edward C. Johnson 3d, Chairman of FMR, directly
or through trusts, own approximately 49% of the voting power of FMR and may be deemed, under the Investment Company Act of 1940,
to form a controlling group with respect to FMR. The principal address of FMR and Fidelity is 82 Devonshire Street, Boston, Massachusetts
02109. The principal address of PGATC is 900 Salem Street, Smithfield, Rhode Island 02917.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Based on a Schedule 13G/A filed with the SEC on January 17, 2013. Includes 2,101,333 ordinary shares, which are held of record
by Real Property Investment Limited, a Liberian company, whose shares are held 50% by Cosign Nominees Limited and 50% by Spread
Nominees Limited as bare nominees for Line Trust Corporation Limited, a professional trustee company, in its capacity as trustee
of a discretionary settlement constituted under the laws of Gibraltar, with the potential beneficiaries being certain of the remoter
issue of Conrad Morris, who is the father of our director David Morris. Real Property Investment Limited is a private company and
is ultimately controlled by its board of directors, currently consisting of Michael Thomas Cahill, Peter Francis Griffin and Roy
Frank Le Hegarat. The directors of Real Property Investment Limited have the power to vote and dispose of the ordinary shares held
by Real Property Investment Limited. The principal address of Real Property Investment Limited is c/o Justin Jager, Intertrust
International Management Ltd., P.O. Box 119, Martello Court, Admiral Park, St Peter Port, Guernsey GY1 3HB, Channel Islands.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Based on a Schedule 13G filed with the SEC on February 14, 2013 by Tremblant Capital Group (“Tremblant”). Tremblant
has sole voting and dispositive power with respect to 1,455,053 ordinary shares in its capacity as an investment adviser for its
various advisory clients, none of which owns more than 5% of the class. The principal address for Tremblant is 767 Fifth Avenue,
New York, New York 10153.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Based on a Schedule 13G filed with the SEC on February 14, 2013 by Cadian Capital Management, LLC (“Cadian”) and
Eric Bannasch (“Bannasch”) who share beneficial ownership over 1,456,146 ordinary shares. The principal address for
both Cadian and Bannasch is 535 Madison Avenue, 36th Floor, New York, New York 10022.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



50







| | (5) | Based on a Schedule 13G filed with the SEC on February 20, 2013 by Morgan Stanley who share beneficial ownership over 1,236,301
ordinary shares. The principal address for Morgan Stanley is 1585 Broadway, New York, New York 10036.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | The address for Mr. Morris is c/o PC Clothing Ltd., 55-57 Holmes Road, London NW5 3AN, United Kingdom.
| | --- | ------------------------------------------------------------------------------------------------------

| | (7) | Consists of options to purchase 220,457 shares which are currently exercisable or exercisable within 60 days of March 31, 2013.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (8) | Includes options to purchase 379,660  shares and 1,066  restricted share units which are currently exercisable or
                                                                 exercisable                                                                  within 60 days of March 31, 2013.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Prior to our IPO,
our major shareholders were Fortissimo Capital Fund GP, L.P., which beneficially held approximately 43.3% of our then-existing
share capital, Real Property Investment Limited, which beneficially held approximately 25.6% of our then-existing share capital,
Kendray Properties Ltd., which beneficially held approximately 15.7% of our then-existing share capital, Clemente Corsini, who
beneficially held approximately 7.2% of our then-existing share capital and Keswick Properties Ltd., which beneficially held approximately
3.9% of our then-existing share capital. As part of our IPO, consummated on November 8, 2010, each of the aforementioned major
shareholders, except for Clemente Corsini, sold a portion of its shares to the public. As part of a follow-on public offering consummated
on April 19, 2011, all of the aforementioned major shareholders, including Clemente Corsini, sold a portion of their shares to
the public. Based on Schedules 13G/A filed with the Securities and Exchange Commission on February 9, 2012, Fortissimo Capital
Fund GP, L.P., Kendray Properties Ltd. and Clemente Corsini have ceased to be beneficial owners of any of our shares. For additional
information regarding changes in the percentage of our shares held by our major shareholders during the past three years, please
refer to “Item 7.B — Related Party Transactions.” Our major shareholders do not have voting rights that
are different from our other shareholders. For additional information regarding the voting of our ordinary shares, please refer
to “Item 10.B — Memorandum and Articles of Association.”



| | B. | Related Party Transactions
| | -- | --------------------------



Since January 1, 2012, we have engaged
in the following transactions with our directors and executive officers, holders of more than 5% of our voting securities and affiliates
of our directors, executive officers and 5% shareholders. We believe that all of the transactions described below were made on
terms no less favorable to us than could have been obtained from unaffiliated third parties.



Agreements with directors and officers



Employment agreements



We have entered into written
employment agreements with all of our executive officers. These agreements each contain provisions regarding non-competition, confidentiality
of information and assignment of inventions. The non-competition provision applies for a period that is generally between six and
24 months following termination of employment. The enforceability of covenants not to compete in Israel and the United States is
subject to limitations. In addition, we are required to provide notice of between two and six months prior to terminating the employment
of certain of our senior executive officers other than in the case of a termination for cause.



Options



Since our inception, we have granted
options to purchase our ordinary shares to certain of our officers. We describe our option plans under “Item 6.B. — Compensation — Option
plans.”



Indemnification agreements



Our articles of association permit
us to exculpate, indemnify and insure our office holders to the fullest extent permitted by the Companies Law. We have entered
into agreements with each of our directors and executive officers, exculpating them from a breach of their duty of care to us to
the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law, to the extent that
these liabilities are not covered by insurance. See “Item 6.C — Board Practices — Exculpation,
insurance and indemnification of office holders.”



Certain arrangements with Daniel
Birnbaum



On December 29, 2011, our shareholders
approved a payment of a bonus to Mr. Daniel Birnbaum, our chief executive officer and a director on our board, in the amount of
NIS 525,000, and options to purchase 55,000 of our ordinary shares at an exercise price equal to the closing price on the Nasdaq
Global Select Market of our ordinary shares on November 7, 2011, all related to the successful completion of our follow-on offering.



51







On December 20, 2012, our shareholders
approved the following changes to the compensation package given to Mr. Birnbaum including an increase in (1) gross monthly salary
to NIS 0.1 million (approximately $27,000) per month, (2) annual paid vacation to 30 days per year and (3) our contribution to
the chief executive officer’s education fund to 7.5% of the chief executive officer’s monthly gross salary without
limitation to the amount that provides a tax benefit under the Israeli Tax Ordinance. The above changes were deemed effective as
of January 1, 2012 (the “Effective Date”). In addition, the shareholders approved an annual bonus for the year 2011
in the amount of $0.1 million, for his contribution to our results and achievements in 2011 and a bonus to our chief executive
officer, in an amount equal to 12 months of the chief executive officer’s monthly gross salary at the time of payment, if
we achieved, at least, the target revenues and target EBITDA that were set in the 2012 Annual Budget as previously approved by
the board of directors. For the year 2013 and thereafter, an annual cash bonus plan for the chief executive officer of an amount
equal to a maximum of up to an amount that equals 14 months of the chief executive officer’s gross monthly salary that is
in effect at the time of payment, of which an amount equal to up to 12 months of the chief executive officer’s gross monthly
salary will be paid if quantitative targets have been reached and an additional amount equal to up to two months of the chief executive
officer’s gross monthly salary will be paid if qualitative targets have been reached. The quantitative targets for each fiscal
year shall be set by the board of directors at the time of approving the annual budget for such year, provided, that such approval
shall not take place later than March 31 of any given year.



On December 20, 2012, our shareholders
approved a long term incentive plan ("LTIP") for our chief executive officer, pursuant to which 135,000 of the options
vest on January 1, 2014, and 315,000 of the options vest on December 31, 2015, subject to achieving a performance condition of
weighted revenue-EBITDA measurement (as may be discounted) of at least 100%. The weighted revenue-EBITDA measurement is calculated
based on our aggregate annual EBITDA at the end of each of the years from 2012 through 2015, subject to extension to 2016 and our
aggregate revenue and EBITDA included in our annual approved budget.



| | C. | Interests of Experts and Counsel
| | -- | --------------------------------



Not applicable.



| | Item 8. | FINANCIAL INFORMATION
| | ------- | ---------------------



| | A. | Consolidated Statements and Other Financial Information
| | -- | -------------------------------------------------------



Consolidated financial statements



We have appended our consolidated financial statements
at the end of this annual report, starting at page F-1, as part of this annual report.



Legal proceedings



We are currently party to a number
of lawsuits in various jurisdictions in which we do business, including product liability actions and employee lawsuits. Product
liability suits are generally covered by our product liability insurance and, in many cases, involve the use of third-party products
with our home carbonating system, such as carbonation bottles or CO2 cylinders. We believe that our product and employer’s
liability insurance provide sufficient protection for such actions.



In November 2009, we filed a lawsuit
in the District Court of Stockholm, Sweden, against a competitor, Vikingsoda AB, which had been refilling our exchangeable CO2
cylinders without our authorization. In the suit, we alleged that Vikingsoda had infringed our intellectual property rights by
altering our exchangeable CO2 cylinders by removing our trademarks from and affixing their trademarks to those cylinders.
On June 2012 the District Court issued its judgment in our favor. The District Court prohibited Vikingsoda, under penalty of a
fine of SEK 500,000 from de-branding and co-branding our CO2 cylinders in a certain manner as described in the judgment.
In addition, the District Court declared that we are entitled to reasonable compensation for Vikingsoda’s use of our trademarks,
compensation for damages that Vikingsoda caused us and compensation for litigation fees in the amount of SEK 1,090,000. We and
Vikingsoda have filed an appeal to the court and leave for appeal was granted. In February 2013, Vikingsoda went into bankruptcy
and we have been informed by the court of appeal that Vikingsoda has withdrawn its appeal.



On November 16, 2009, Vikingsoda
AB filed a complaint with the Swedish Competition Authority, or the SCA, alleging that two of our subsidiaries, together with our
then Swedish distributor, Empire AB are guilty of abuse of dominant position. On March 5, 2012, the SCA provided us with notice
that it has decided to terminate, with no further action, its investigation with respect to potential abuse of our dominant position
in the Swedish market.



We are engaged in other legal actions
arising out of the ordinary course of business and believe that the ultimate outcome of these actions will not have a material
adverse effect on our results of operations, financial condition or cash flows.



Dividend policy



Historically, we have generally not
distributed our net income as dividends to our shareholders but rather re-invested such income in our business. We currently intend
to retain all future earnings to finance operations and to expand our business. Any future determination relating to our dividend
policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings,
capital requirements, the provisions of applicable Israeli law, financial condition and future prospects and other factors our
board of directors may deem relevant.



52







Under Israeli law, we may only declare
and pay an annual dividend if, upon the reasonable determination of our board of directors, the distribution will not prevent us
from being able to meet the terms of our existing and contingent obligations as they become due. Under Israeli law, the amount
distributed is further limited to the greater of retained earnings or earnings generated over the two most recent fiscal years.
In the event that we do not meet the retained earnings criteria, as defined in the Companies Law, we may seek the approval of the
applicable Israeli court in order to distribute a dividend. The court may approve our request if it is convinced that there is
no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as
they become due. See “Item 10.B — Memorandum and Articles of Association — Dividend and liquidation
rights.”



The payment of dividends may be subject
to Israeli withholding taxes. See “Item 10.E — Taxation —  Israeli tax considerations and
government programs — Taxation of our shareholders — Taxation of non-Israeli shareholders on receipt
of dividend.”



| | B. | Significant Changes
| | -- | -------------------



No significant changes have occurred
since December 31, 2012, except as otherwise disclosed in this annual report.



| | Item 9. | THE OFFER AND LISTING
| | ------- | ---------------------



| | A. | Listing Details
| | -- | ---------------



Our ordinary shares have been listed
on the Nasdaq Global Select Market under the symbol “SODA” since November 3, 2010. Prior to that date, there was no
public trading market for our ordinary shares. Our IPO was priced at $20.00 per share on November 2, 2010. The following table
sets forth for the periods indicated the high and low sales prices per ordinary share as reported on the Nasdaq Global Select Market:





|                                            |  | Low |       |  | High |  
|------------------------------------------- |  | --- | ----- |  | ---- | -
|Year Ended December 31, 2010                |  |     |       |  |      |  
|Fourth Quarter (beginning November 3, 2010) |  | $   | 23.15 |  |      | $
|Year Ended December 31, 2011                |  |     |       |  |      |  
|Annual                                      |  | $   | 27.00 |  |      | $
|First Quarter                               |  | $   | 27.00 |  |      | $
|Second Quarter                              |  | $   | 40.50 |  |      | $
|Third Quarter                               |  | $   | 31.00 |  |      | $
|Fourth Quarter                              |  | $   | 27.60 |  |      | $
|Year Ended December 31, 2012                |  |     |       |  |      |  
|Annual                                      |  | $   | 28.28 |  |      | $
|First Quarter                               |  | $   | 31.90 |  |      | $
|Second Quarter                              |  | $   | 28.28 |  |      | $
|Third Quarter                               |  | $   | 35.66 |  |      | $
|Fourth Quarter                              |  | $   | 33.15 |  |      | $
|Year Ended December 31, 2013                |  |     |       |  |      |  
|First Quarter                               |  | $   | 45.25 |  |      | $
|Second
    Quarter (up to April 12, 2013)   |  | $   | 47.25 |  |      | $
|Last Six Months                             |  |     |       |  |      |  
|October 2012                                |  | $   | 35.26 |  |      | $
|November 2012                               |  | $   | 33.15 |  |      | $
|December 2012                               |  | $   | 38.50 |  |      | $
|January 2013                                |  | $   | 45.36 |  |      | $
|February2013                                |  | $   | 45.25 |  |      | $
|March 2013                                  |  | $   | 46.52 |  |      | $
|April 2013 (up to April 12, 2013)           |  | $   | 47.25 |  |      | $











On March 31, 2013, the last reported
sale price of our ordinary shares on the Nasdaq Global Select Market was $49.64 per share.



As of March 31, 2013, we had two
holders of record of our ordinary shares. The actual number of shareholders is greater than this number of record holders, and
includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number
of holders of record also does not include shareholders whose shares may be held in trust by other entities.



| | B. | Plan of Distribution
| | -- | --------------------



Not applicable.



| | C. | Markets
| | -- | -------



Our ordinary shares have been listed
on the Nasdaq Global Select Market under the symbol “SODA” since November 3, 2010.



53







| | D. | Selling Shareholders
| | -- | --------------------



Not applicable.



| | E. | Dilution
| | -- | --------



Not applicable.



| | F. | Expenses of the Issue
| | -- | ---------------------



Not applicable.



| | Item 10. | ADDITIONAL INFORMATION
| | -------- | ----------------------



| | A. | Share Capital
| | -- | -------------



Not applicable.



| | B. | Memorandum and Articles of Association
| | -- | --------------------------------------



Objects and Purposes



We are registered with the Israeli
Registrar of Companies in Jerusalem. Our registration number is 51-395125-1. Our purpose as set forth in our articles of association
is to engage in any legal business.



Voting



Holders of our ordinary shares have
one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholder meeting. Shareholders
may vote at shareholder meetings either in person, by proxy or by written ballot. Israeli law does not allow public companies to
adopt shareholder resolutions by means of written consent in lieu of a shareholder meeting. Shareholder voting rights may be affected
by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized in
the future. The Companies Law provides that a shareholder, in exercising his or her rights and performing his or her obligations
toward the company and its other shareholders, must act in good faith and avoid abusing his or her powers including when voting
at general meetings on matters such as amending the articles of association, increasing the company’s authorized capital
and approving mergers and related party transactions that require shareholder approval. A shareholder also has a general duty to
refrain from discriminating against other shareholders. The remedies generally available upon a breach of contract apply in the
event of breach of the above mentioned duties, and in the event of harm, other remedies shall also be available to the injured
shareholder. In addition, any controlling shareholder, any shareholder who knows that its vote can determine the outcome of a shareholder
vote and any shareholder who, under a company’s articles of association, can appoint or prevent the appointment of an office
holder or has other power with respect to the company, is under a duty to act with fairness towards the company. The Companies
Law does not describe the substance of this duty, except to state that the remedies generally available upon a breach of contract
will apply also in the event of a breach of the duty to act with fairness. Except as otherwise disclosed in this annual report,
an amendment to our articles of association to change the rights of our shareholders requires the prior approval of a simple majority
of our shares represented and voting at a general meeting.



Share ownership restrictions



The ownership or voting of ordinary
shares by non-residents of Israel is not restricted in any way by our articles of association or the laws of the State of Israel,
except that citizens of countries which are in a state of war with Israel may not be recognized as owners of ordinary shares.



Transfer of shares



Fully paid ordinary shares are issued
in registered form and may be freely transferred under our articles of association unless the transfer is restricted or prohibited
by another instrument, Israeli law or the rules of a stock exchange on which the shares are traded.



Election of directors



Our ordinary shares do not have cumulative
voting rights for the election of directors. Rather, under our articles of association our directors are elected, upon expiration
of the term of office of any director, by the holders of a simple majority of our ordinary shares at a general shareholder meeting
(excluding abstentions). As a result, the holders of our ordinary shares that represent more than 50% of the voting power represented
at a shareholder meeting and voting thereon (excluding abstentions) have the power to elect any or all of our directors whose positions
are being filled at that meeting, subject to the special approval requirements for external directors described under “Item
6.C — Board Practices — External directors.” Vacancies on our board of directors may be filled
by a vote of a simple majority of the directors then in office as described under “Item 6.C — Board Practices — Board
of directors and officers.” For additional information regarding the election of and voting by directors, please refer to
“Item 6.C — Board Practices.”



Dividend and liquidation rights



Under Israeli law, we may only declare
and pay an annual dividend if, upon the reasonable determination of our board of directors, the distribution will not prevent us
from being able to meet the terms of our existing and contingent obligations as they become due. Under the Companies Law, the distribution
amount is further limited to the greater of retained earnings or earnings generated over the two most recent years. In the event
that we do not have retained earnings and earnings legally available for distribution, as defined in the Companies Law, we may
seek the approval of the court in order to distribute a dividend. The court may approve our request if it is convinced that there
is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations
as they become due.



54







In the event of our liquidation,
after satisfaction of liabilities to creditors, our assets will be distributed to the holders of ordinary shares on a pro-rata
basis. Dividend and liquidation rights may be affected by the grant of preferential dividend or distribution rights to the holders
of a class of shares with preferential rights that may be authorized in the future.



Redemption rights



Our ordinary shares are not redeemable
and do not have preemptive rights.



Shareholder meetings



We are required to convene an annual
general meeting of our shareholders once every calendar year within a period of not more than 15 months following the preceding
annual general meeting. Our board of directors may convene a special general meeting of our shareholders and is required to do
so at the request of two directors or one quarter of the members of our board of directors, or at the request of one or more holders
of 5% or more of our share capital and 1% of our voting power, or the holder or holders of 5% or more of our voting power. All
shareholder meetings require prior notice of at least 21 days and, in certain cases, 35 days. The chairperson of our board of directors
presides over our general meetings and is appointed by the board of directors. If the chairperson was not appointed or is not present
within 15 minutes from the appointed time, the shareholders present shall appoint a chairperson. Subject to the provisions of the
Companies Law and the regulations promulgated there under, shareholders entitled to participate and vote at general meetings are
the shareholders of record on a date to be decided by the board of directors, which may be between four and 40 days prior to the
date of the meeting, depending on the type of meeting and whether written proxies are being used.



Quorum



The quorum required for a meeting
of shareholders consists of at least two shareholders present in person, by proxy or by written ballot, who hold or represent between
them at least 25% of our voting power. A meeting adjourned for lack of a quorum generally is adjourned to the same day in the following
week at the same time and place, or to such other time, if indicated in the invitation to the meeting or in the notice of the meeting,
any time and place set forth in the prior notice to the shareholders, or to a later time, as determined by the chairperson with
consent of at least a majority of our voting rights. At the reconvened meeting, if a quorum is not present within half an hour,
the meeting will take place with whatever number of participants are present, unless the meeting was called pursuant to a request
by our shareholders, in which case the quorum required is the number of shareholders required to call the meeting as described
under “— Shareholder meetings.”



Resolutions



Under the Companies Law, unless otherwise
provided in the articles of association or applicable law, all resolutions of the shareholders require a simple majority of the
voting rights represented at the meeting, in person, by proxy or by written ballot, and voting on the resolution (excluding abstentions).
A resolution for the voluntary winding up of the company requires the approval by the holders of 75% of the voting rights represented
at the meeting, in person, by proxy or by written ballot and voting on the resolution.



Under our articles of association,
resolutions to change the minimum and maximum number of our directors require the approval of holders of at least two-thirds of
our voting shares.



Access to corporate records



Under the Companies Law, all shareholders
generally have the right to review minutes of our general meetings, our shareholder register, including with respect to material
shareholders, our articles of association, our financial statements and any document we are required by law to file publicly with
the Israeli Companies Registrar or the Israeli Securities Authority. Any shareholder who specifies the purpose of its request may
request to review any document in our possession that relates to any action or transaction with a related party which requires
shareholder approval under the Companies Law. We may deny a request to review a document if we determine that the request was not
made in good faith, that the document contains a commercial secret or a patent or that the document’s disclosure may otherwise
impair our interests.



Acquisitions under Israeli law



Full tender offer



A person wishing to acquire shares
of a public Israeli company and who would as a result hold over 90% of the target company’s issued and outstanding share
capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of
all of the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli company and who
would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required to make a
tender offer to all of the shareholders who hold shares of the same class for the purchase of all of the issued and outstanding
shares of the same class. If the shareholders who do not respond to or accept the offer hold less than 5% of the issued and outstanding
share capital of the company or of the applicable class, all of the shares that the acquirer offered to purchase will be transferred
to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender
offer shall have approved it, which condition shall not apply if offerees holding less than 2% of the company’s issued and
outstanding share capital failed to approve such tender offer). However, a shareholder that had its shares so transferred, whether
the shareholder accepted the tender offer or not, may, within six months from the date of acceptance of the tender offer, petition
the court to determine whether the tender offer was for less than fair value and that the fair value should be paid as determined
by the court unless the acquirer stipulated that a shareholder that accepts the offer may not seek appraisal rights. If the shareholders
who did not accept the tender offer hold at least 5% of the issued and outstanding share capital of the company or of the applicable
class, the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s
issued and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.



55







Special tender offer



The Companies Law provides that an
acquisition of shares of a public Israeli company must be made by means of a special tender offer if as a result of the acquisition
the purchaser would become a holder of at least 25% of the voting rights in the company. This rule does not apply if there is already
another holder of at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of
shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become
a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than
45% of the voting rights in the company. These requirements do not apply if the acquisition (i) occurs in the context of a private
placement by the company that received shareholder approval, (ii) was from a shareholder holding at least 25% of the voting rights
in the company and resulted in the acquirer becoming a holder of at least 25% of the voting rights in the company, or (iii) was
from a holder of more than 45% of the voting rights in the company and resulted in the acquirer becoming a holder of more than
45% of the voting rights in the company. The special tender offer may be consummated only if (i) at least 5% of the voting power
attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the
offer exceeds the number of shares whose holders objected to the offer.



In the event that a special tender
offer is made, a company’s board of directors is required to express its opinion on the advisability of the offer, or shall
abstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention. An office
holder in a target company who, in his or her capacity as an office holder, performs an action the purpose of which is to cause
the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liable to the
potential purchaser and shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to believe
he or she was acting for the benefit of the company. However, office holders of the target company may negotiate with the potential
purchaser in order to improve the terms of the special tender offer, and may further negotiate with third parties in order to obtain
a competing offer.



If a special tender offer was accepted
by a majority of the shareholders who announced their stand on such offer, then shareholders who did not announce their stand or
who had objected to the offer may accept the offer within four days of the last day set for the acceptance of the offer.



In the event that a special tender
offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such
controlling person or entity shall refrain from making a subsequent tender offer for the purchase of shares of the target company
and cannot execute a merger with the target company for a period of one year from the date of the offer, unless the purchaser or
such person or entity undertook to effect such an offer or merger in the initial special tender offer.



Merger



The Companies Law permits merger
transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies
Law are met, a majority of each party’s shareholders. The board of directors of a merging company is required pursuant to
the Companies Law to discuss and determine whether in its opinion there exists a reasonable concern that as a result of a proposed
merger, the surviving company will not be able to satisfy its obligations towards its creditors, such determination taking into
account the financial status of the merging companies. If the board of directors has determined that such a concern exists, it
may not approve a proposed merger. Following the approval of the board of directors of each of the merging companies, the boards
of directors must jointly prepare a merger proposal for submission to the Israeli Registrar of Companies.



For purposes of the shareholder vote,
unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares represented at the shareholders
meeting that are held by parties other than the other party to the merger, or by any person who holds 25% or more of the outstanding
shares or the right to appoint 25% or more of the directors of the other party, vote against the merger. In addition, if the non-surviving
entity of the merger has more than one class of shares, the merger must be approved by each class of shareholders. If the transaction
would have been approved but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided
above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the
court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration
offered to the shareholders. Pursuant to a recent amendment to the Companies Law, if a merger is with a company’s controlling
shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the
same special majority approval that governs all extraordinary transactions with controlling shareholders (as described above under
“Item 6.C — Board Practices — Fiduciary duties and approval of specified related party transactions
under Israeli law.”)



Under the Companies Law, each merging
company must inform its secured creditors of the proposed merger plans. Creditors are entitled to notice of the merger pursuant
to regulations. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger
if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to
satisfy the obligations of any of the parties to the merger, and may further give instructions to secure the rights of creditors.



56







In addition, a merger may not
be completed unless at least 50 days have passed from the date that a proposal for approval of the merger was filed with the Israeli
Registrar of Companies and 30 days from the date that shareholder approval of both merging companies was obtained.



Anti-takeover measures



Our articles of association provide
for a classified board of directors. See “Item 6.C — Board Practices — Board of directors
and officers.”



The Companies Law allows us to create
and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred
or additional rights to voting, distributions or other matters and shares having preemptive rights. Currently, we do not have any
authorized or issued shares other than ordinary shares. In the future, if we do create and issue a class of shares other than ordinary
shares, such class of shares, depending on the specific rights that may be attached to them, may delay or prevent a takeover or
otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization
of a new class of shares will require an amendment to our articles of association which requires the prior approval of a simple
majority of our shares represented and voting at a general meeting. Shareholders voting at such a meeting will be subject to the
restrictions under the Companies Law described in “— Voting.”



| | C. | Material Contracts
| | -- | ------------------



| |  | None.
| |  | -----



| | D. | Exchange Controls
| | -- | -----------------



There are currently no Israeli currency
control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the proceeds from the
sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain transactions.
However, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.



| | E. | Taxation
| | -- | --------



Israeli tax considerations and government programs



The following is a brief summary
of the material Israeli tax laws applicable to us, and some Israeli Government programs benefiting us. This section also contains
a discussion of material Israeli tax consequences concerning the ownership of and disposition of our ordinary shares. This summary
does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal
investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind of
investor include residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion.
Since some parts of this discussion are based on new tax legislation that has not yet been subject to judicial or administrative
interpretation, we cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this
discussion. All of the foregoing is subject to change, which change could affect the tax consequences described below.



General corporate tax structure
in Israel



Israeli companies are generally subject
to corporate tax at the rate of 25% of their taxable income in 2013. The corporate tax rate for the tax years 2012 and 2011 was
25% and 24%, respectively. However, the effective tax rate payable by a company that derives income from an approved enterprise
or a beneficiary enterprise (as discussed below) may be considerably less. Capital gains derived by an Israeli company are subject
to the prevailing corporate tax rate.



Tax benefits and grants for
research and development



Israeli tax law allows, under certain
conditions, a tax deduction for research and development expenditures, including capital expenditures, for the year in which they
are incurred. These expenses must relate to scientific research and development projects and must be approved by the relevant Israeli
government ministry, determined by the field of research. Furthermore, the research and development must be for the promotion of
the company and carried out by or on behalf of the company seeking such tax deduction. The amount of such deductible expenses is
reduced by the sum of any funds received through government grants for the finance of such scientific research and development
projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense
invested in an asset depreciable under the general depreciation rules of the Income Tax Ordinance (New version), 5721-1961. Expenditures
not so approved are deductible in equal amounts over three years. Although we have not deducted any such research and development
expenditures in the last three fiscal years, we may be able to do so in the future.



57







Law for the encouragement of
industry (taxes), 5729-1969



The Law for the Encouragement of
Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for industrial
companies. We believe that one of our subsidiaries is currently qualified as an “Industrial Company” within the meaning
of the Industry Encouragement Law. The Industry Encouragement Law defines “Industrial Company” as a company resident
in Israel, of which 90% or more of its income in any tax year, other than of income from defense loans and grants, capital gains,
interest and dividends, is derived from an “Industrial Enterprise” owned by it. An “Industrial Enterprise”
is defined as an enterprise whose principal activity in a given tax year is industrial production activity.



The following corporate tax benefits,
among others, are available to Industrial Companies:



| | • | Amortization over an eight-year period of the cost of purchased know how and patents and of rights to use a patent and know-how
which are used for the development or advancement of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Under specified conditions, an election to file consolidated tax returns with additional related Israeli Industrial Companies;
and
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | • | Expenses related to a public offering are deductible in equal amounts over three years.
| | - | ---------------------------------------------------------------------------------------



We intend to continue to qualify
as an “Industrial Company” in the future. However, there can be no assurance that we will continue to qualify as an
“Industrial Company” or that the benefits described above will be available in the future.



Law for the encouragement of
capital investments, 5719-1959



The Investment Law provides that
capital investments in a production facility (or other eligible assets) may, upon approval by the Investment Center of the Israel
Ministry of Industry, Trade and Labor, be designated as an Approved Enterprise. Each certificate of approval for an Approved Enterprise
relates to a specific investment program, delineated both by the financial scope of the investment and by the physical characteristics
of the facility or the asset. The tax benefits from any certificate of approval relate only to taxable profits attributable to
the specific Approved Enterprise.



One of our subsidiaries in Israel
is entitled to tax benefits relating to investment programs that are governed by Approved Enterprise certificates. The benefit
period is generally limited to either a seven (7) or a ten (10) year period from the first year that incremental taxable income
is generated from the approved assets (such benefits are to be utilized within 12 years from the commencement of operation of the
investment program or 14 years from the year in which approval is granted, whichever is earlier). However, any distribution in
respect of previously exempted profits, whether by dividend or pursuant to liquidation or through repurchase of shares, may be
subject to the regular corporate tax rate that would have been applicable to it in the year the income was produced if it had not
been exempt from tax.



The benefits period of an investment
program that was approved in December 1999 ended at the end of the 2012 tax year. This investment program provided a tax exemption
on undistributed earnings derived from program assets for a period of ten years from the first year in which taxable income is
generated from the approved assets.



The operational phase of another
program, which is in the investment grant course and was approved in December 2005, has not yet commenced. The subsidiary will
be entitled to a grant for part of the approved investment. The benefit period for this program will be ten years (tax exemption
for two years and reduced tax for eight more years) beginning in the first year the subsidiary has taxable income from the approved
assets. There can be no assurance that the subsidiary will comply with the relevant conditions in the future or that it will be
entitled to any additional benefits under the amended Investment Law as detailed below.



The subsidiary’s income that
is not derived from assets eligible for reduced taxation benefits, as described above, is taxed at the regular corporate tax rate
in Israel of 25% in 2013.



The investment programs also provide
certain other tax benefits, such as accelerated depreciation rates for tax purposes.



If this subsidiary qualifies as a
Foreign Investment Company (FIC), our Approved Enterprises will be entitled to additional tax benefits. Subject to certain conditions,
a FIC is a company with a level of foreign investment of more than 25%. The level of foreign investment is measured as the percentage
of rights in the company (in terms of shares, rights to profits, voting and appointment of directors), and of combined share and
loan capital, that are owned, directly or indirectly, by persons who are not residents of Israel.



We intend to continue to qualify
for benefits under the Investment Law in the future. However, there can be no assurance that we will comply with the above conditions
in the future or that we will be entitled to any additional benefits under the Investment Law.



On April 1, 2005, a comprehensive
amendment to the Investment Law came into effect. The amendment to the Investment Law includes revisions to the criteria for investments
qualified to receive tax benefits. However, the Investment Law provides that terms and benefits included in any certificate of
approval already granted will remain subject to the provisions of the Investment Law as they were prior to the aforesaid amendment.
Therefore, our existing Approved Enterprise status will generally not be subject to the provisions of the aforesaid amendment.
The tax benefits available under any instrument of approval relate only to taxable profits attributable to the specific program
and are contingent upon meeting the criteria set out in the instrument of approval. If a company has more than one approval or
only a portion of its capital investments are approved, its effective tax rate is the weighted average of the applicable rates.
Subject to certain qualifications, however, if a company with one or more approvals distributes dividends, the dividends are deemed
attributable to the entire enterprise.



58







Pursuant to the amendment to the
Investment Law, only approved enterprises receiving cash grants require the approval of the Investment Center. Approved Enterprises
which do not receive benefits in the form of governmental cash grants, such as benefits in the form of tax benefits, are no longer
required to obtain this approval (such enterprises are referred to as Beneficiary Enterprises). However, a Beneficiary Enterprise
is required to comply with certain requirements and make certain investments as specified in the amended Investment Law.



A Beneficiary Enterprise may, at
its discretion, in order to provide greater certainty, elect to apply for a pre-ruling from the Israeli tax authorities confirming
that it is in compliance with the provisions of the amended Investment Law and is therefore entitled to receive such benefits provided
under the amended Investment Law. The amendment to the Investment Law addresses benefits that are being granted to Beneficiary
Enterprises and the length of the benefits period.



The amended Investment Law specifies
certain conditions that a Beneficiary Enterprise has to comply with in order to be entitled to benefits. These conditions include
among others:



| | • | that the Beneficiary Enterprise’s revenues during the applicable tax year from any single market (i.e., country or a
separate customs territory) do not exceed 75% of the Beneficiary Enterprise’s aggregate revenues during such year; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | that 25% or more of the Beneficiary Enterprise’s revenues during the applicable tax year are generated from sales into
a single market (i.e., country or a separate customs territory) with a population of at least 12 million residents.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The 2005 amendment to the Investment
Law changes the definition of “foreign investment” so that the definition now requires a minimum investment of NIS
5.0 million by foreign investors. Such definition now also includes acquisitions of shares of a company from other shareholders,
provided that the total cost of such acquisitions is at least NIS 5.0 million and the company’s outstanding and paid-up share
capital exceeds NIS 5.0 million. These changes take effect retroactively from 2003.



On December 29, 2010, the Israeli
Parliament approved the Economic Policy Law for 2011 – 2012, which includes an additional amendment to the Investment
Law. The amendment to the Investment Law is effective from January 1, 2011 and its provisions introduce new benefits for income
generated by a Preferred Company through its Preferred Enterprise (as such terms are defined in the Investment Law) effective as
of January 1, 2011 and thereafter. Entities can elect not to be included in the scope of the 2011 amended Investment Law and to
remain in the scope of the Investment Law prior to this amendment until the end of the benefits period.



The 2011 amendment to the Investment
Law provides that companies in certain development areas (including the area where one of our Israeli subsidiary’s facility
is currently located) will be entitled to the grants track and that they will be entitled to receive benefits under this track
and under the tax benefits track at the same time. In addition, the existing tax benefit tracks were eliminated and instead two
new tax tracks were introduced, Preferred Enterprises and Special Preferred Enterprises, which mainly provide a uniform and reduced
tax rate for all of a company’s income entitled to benefits.



Furthermore, the 2011 amendment to
the Investment Law provides relief with respect to tax paid on a dividend received by an Israeli company from profits of an Approved
or Privileged Enterprise that was accrued during the benefits period according to the Investment Law prior to its amendment, if
the company distributing the dividend notifies the tax authorities by June 30, 2015 that it is applying the provisions of the amendment
to the Investment Law and the dividend is distributed after the date of the notice.



One of our Israeli subsidiaries,
whose enterprise is located in Development Area A, meets the conditions provided in the said amendment to the Investment Law and
elected to be included in the scope of the said amendment to the Investment Law.



Israeli transfer pricing regulations



On November 29, 2006, Income Tax
Regulations (Determination of Market Terms), 2006, promulgated under Section 85A of the Tax Ordinance, came into force (the “Transfer
Pricing Regulations”). Section 85A of the Tax Ordinance and the Transfer Pricing Regulations generally require that all cross-border
transactions carried out between related parties be conducted according to an arm’s length principle standard and be taxed
accordingly and that the intercompany prices be supported by a transfer pricing study.



Taxation of our shareholders



Taxation of Non-Israeli shareholders
on receipt of dividend .  Non-residents of Israel are generally subject to Israeli income tax on the receipt of dividends
paid on our ordinary shares at the rate of 25%, which tax will be withheld at source, unless a relief is provided in a treaty between
Israel and the shareholder’s country of residence. With respect to a person who is a “substantial shareholder”
at the time of receiving the dividend or on any date in the twelve months preceding it, the applicable tax rate is 30%. A “substantial
shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates
with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “means of control”
of the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or
an officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, and all regardless
of the source of such right. Under the United States-Israel Tax Treaty, the maximum rate of tax withheld in Israel on dividends
paid to a holder of our ordinary shares who is a United States resident (for purposes of the United States-Israel Tax Treaty) is
25%. However, generally, the maximum rate of withholding tax on dividends, not generated by our Approved Enterprise, that are paid
to a United States corporation holding 10% or more of our outstanding voting capital throughout the tax year in which the dividend
is distributed as well as the previous tax year, is 12.5%. Furthermore, dividends paid from income derived from our Approved Enterprise
are subject, under certain conditions, to withholding at the rate of 15%. We cannot assure you that we will designate the profits
that are being distributed in a way that will reduce shareholders’ tax liability.



59







A non-resident of Israel who receives
dividends from which tax was duly withheld is generally exempt from the duty to file returns in Israel in respect of such income,
provided such income was not derived from a business conducted in Israel by the taxpayer, and the taxpayer has no other taxable
sources of income in Israel.



Capital Gains
Taxes Applicable to Non-Israeli Resident Shareholders.  A non-Israeli resident who derives capital gains from
the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a
stock exchange outside of Israel will be exempted from Israeli tax so long as (i) the shares were purchased after January 1,
2009, (ii) the shares were not held through a permanent establishment that the non-resident maintains in Israel and (iii)
the shares were not purchased from a “related party” as defined by Israeli tax law. This exemption shall not
apply in cases where  the majority of the Company's assets, on the day of its acquisition and during two years before the
disposition, were directly or indirectly real estate rights or real estate association rights in Israel. However, non-Israeli
corporations will not be entitled to the foregoing exemptions if an Israeli resident (i) has a controlling interest of 25% or
more in such non-Israeli corporation or (ii) is the beneficiary of or is entitled to 25% or more of the revenues or profits
of such non-Israeli corporation, whether directly or indirectly.



Additionally, under the United States-Israel
Tax Treaty, the sale, exchange (whether from merger, acquisition or similar transaction) or disposition of our ordinary shares
by a shareholder who is a United States resident (for purposes of that treaty) holding the ordinary shares as a capital asset is
generally exempt from Israeli capital gains tax unless (i) the capital gain arising from such sale is attributed to real estate
located in Israel; (ii) the capital gain arising from such sale is attributed to royalties; (iii) the capital gain arising from
such sale is attributed to business income derived by a permanent establishment in Israel; (iv) the shareholder holds, directly
or indirectly, shares representing 10% or more of our voting capital during any part of the 12-month period preceding such sale,
exchange or disposition; or (v) the capital gains arising from such sale are attributable to a permanent establishment of the shareholder
located in Israel.



United States federal income taxation



The following is a description of
the material United States federal income tax consequences of the acquisition, ownership and disposition of our ordinary shares.
This description addresses only the United States federal income tax consequences to holders that are initial purchasers of our
ordinary shares and that will hold such ordinary shares as capital assets. This description does not address tax considerations
applicable to holders that may be subject to special tax rules, including:



| | • | financial institutions or insurance companies;
| | - | ----------------------------------------------



| | • | real estate investment trusts, regulated investment companies or grantor trusts;
| | - | --------------------------------------------------------------------------------



| | • | dealers or traders in securities or currencies;
| | - | -----------------------------------------------



| | • | tax-exempt entities;
| | - | --------------------



| | • | certain former citizens or long-term residents of the United States;
| | - | --------------------------------------------------------------------



| | • | persons that received our shares as compensation for the performance of services;
| | - | ---------------------------------------------------------------------------------



| | • | persons that will hold our shares as part of a “hedging” or “conversion” transaction or as a position
in a “straddle” for United States federal income tax purposes;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | holders that will hold our shares through a partnership or other pass-through entity;
| | - | -------------------------------------------------------------------------------------



| | • | U.S. Holders (as defined below) whose “functional currency” is not the U.S. Dollar; or
| | - | --------------------------------------------------------------------------------------



| | • | holders that own directly, indirectly or through attribution 10.0% or more, of the voting power or value, of our shares.
| | - | ------------------------------------------------------------------------------------------------------------------------



Moreover, this description does not
address the United States federal estate and gift or alternative minimum tax consequences of the acquisition, ownership and disposition
of our ordinary shares.



This description is based on the
United States Internal Revenue Code, 1986, as amended (the “Code”) existing, proposed and temporary United States Treasury
Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof.
All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described
below.



For purposes of this description,
a “U.S. Holder” is a beneficial owner of our ordinary shares that, for United States federal income tax purposes, is:



| | • | a citizen or resident of the United States;
| | - | -------------------------------------------









60







| | • | a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized
in or under the laws of the United States or any state thereof, including the District of Columbia;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | an estate the income of which is subject to United States federal income taxation regardless of its source; or
| | - | --------------------------------------------------------------------------------------------------------------



| | • | a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes
or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more
United States persons have the authority to control all of the substantial decisions of such trust.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A “Non-U.S. Holder”
is a beneficial owner of our ordinary shares that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership
for United States federal income tax purposes).



If a partnership (or any other entity
treated as a partnership for United States federal income tax purposes) holds our ordinary shares, the tax treatment of a partner
in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or
partnership should consult its tax advisor as to its tax consequences.



Distributions



Subject to the discussion below under
“Passive foreign investment company considerations,” if you are a U.S. Holder, for United States federal income tax
purposes, the gross amount of any distribution made to you with respect to your ordinary shares, before reduction for any Israeli
taxes withheld therefrom, other than certain distributions, if any, of our ordinary shares distributed pro rata to all our shareholders,
will be includible in your income as dividend income to the extent such distribution is paid out of our current or accumulated
earnings and profits as determined under United States federal income tax principles. Subject to the discussion below under “Passive
foreign investment company considerations,” non-corporate U.S. Holders may qualify for the lower rates of taxation with respect
to dividends on ordinary shares applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more
than one year), provided that certain conditions are met, including certain holding period requirements and the absence of certain
risk reduction transactions. However, such dividends will not be eligible for the dividends received deduction generally allowed
to corporate U.S. Holders. Subject to the discussion below under “Passive foreign investment company considerations,”
to the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined
under United States federal income tax principles, it will be treated first as a tax-free return of your adjusted tax basis in
your ordinary shares and thereafter as capital gain. We do not expect to maintain calculations of our earnings and profits under
United States federal income tax principles and, therefore, if you are a U.S. Holder you should expect that the entire amount of
any distribution generally will be reported as dividend income to you.



If you are a U.S. Holder, dividends
paid to you with respect to your ordinary shares will be treated as foreign source income, which may be relevant in calculating
your foreign tax credit limitation. Subject to certain conditions and limitations, Israeli tax withheld on dividends may be deducted
from your taxable income or credited against your United States federal income tax liability. The limitation on foreign taxes eligible
for credit is calculated separately with respect to specific classes of income. For this purpose, dividends that we distribute
generally should constitute “passive category income,” or, in the case of certain U.S. Holders, “general category
income.” A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum
holding period requirements. The rules relating to the determination of the foreign tax credit are complex, and you should consult
your tax advisor to determine whether and to what extent you will be entitled to this credit.



Subject to the discussion below under
“Backup withholding tax and information reporting requirements,” if you are a Non-U.S. Holder, you generally will not
be subject to United States federal income (or withholding) tax on dividends received by you on your ordinary shares, unless you
conduct a trade or business in the United States and such income is effectively connected with that trade or business.



Sale, exchange or other
disposition of ordinary shares



Subject to the discussion below under
“Passive foreign investment company considerations,” if you are a U.S. Holder, you generally will recognize gain or
loss on the sale, exchange or other disposition of your ordinary shares equal to the difference between the amount realized on
such sale, exchange or other disposition and your adjusted tax basis in your ordinary shares. Such gain or loss will be capital
gain or loss. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ordinary shares
is eligible for the preferential rate of taxation applicable to long-term capital gains if your holding period for such ordinary
shares exceeds one year (i.e., such gain is long-term capital gain). The deductibility of capital losses for United States federal
income tax purposes is subject to limitations.



Subject to the discussion below under
“Backup withholding tax and information reporting requirements,” if you are a Non-U.S. Holder, you generally will not
be subject to United States federal income or withholding tax on any gain realized on the sale or exchange of such ordinary shares
unless:



| | • | such gain is effectively connected with your conduct of a trade or business in the United States; or
| | - | ----------------------------------------------------------------------------------------------------



| | • | you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange
and certain other conditions are met.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



61







Passive foreign investment
company considerations



A non-United States corporation will
be classified as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes in
any taxable year in which, after applying certain look-through rules, either



| | • | at least 75% of its gross income is “passive income”; or
| | - | --------------------------------------------------------



| | • | at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or
are held for the production of passive income.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



Passive income for this purpose generally
includes dividends, interest, royalties, rents, gains from commodities and securities transactions, the excess of gains over losses
from the disposition of assets which produce passive income, and includes amounts derived by reason of the temporary investment
of funds raised in offerings of our ordinary shares. If a non-United States corporation owns at least 25% by value of the stock
of another corporation, the non-United States corporation is treated for purposes of the PFIC tests as owning its proportionate
share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s
income.



We were not classified as a PFIC
for the taxable year ended on December 31, 2012. Because PFIC status is based on our income, assets and activities for the entire
taxable year, it is not possible to determine whether we will be characterized as a PFIC for the 2013 taxable year until after
the close of the year. Moreover, we must determine our PFIC status annually based on tests which are factual in nature, and our
status in future years will depend on our income, assets and activities in those years. While we intend to manage our business
so as to avoid PFIC status, to the extent consistent with our other business goals, we cannot predict whether our business plans
will allow us to avoid PFIC status. In addition, because the market price of our ordinary shares is likely to fluctuate and because
that market price may affect the determination of whether we will be considered a PFIC, there can be no assurance that we will
not be considered a PFIC for any taxable year.



If we were a PFIC, and you are a
U.S. Holder, then unless you make one of the elections described below, a special tax regime will apply to both (a) any “excess
distribution” by us to you (generally, your ratable portion of distributions in any year which are greater than 125% of the
average annual distributions received by you in the shorter of the three preceding years or your holding period for our ordinary
shares) and (b) any gain realized on the sale or other disposition of the ordinary shares. Under this regime, any excess distribution
and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had been
realized ratably over your holding period, (b) the amount deemed realized in each year had been subject to tax in each year of
that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable
period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary income rate for the current
year and would not be subject to the interest change discussed below), and (c) the interest charge generally applicable to underpayments
of tax had been imposed on the taxes deemed to have been payable in those years. In addition, dividend distributions made to you
will not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “— Distributions.”



Certain elections are available to
U.S. Holders of shares that may serve to alleviate some of the adverse tax consequences of PFIC status described above. If we agreed
to provide the necessary information, you could avoid the interest charge imposed by the PFIC rules by making a qualified electing
fund (a “QEF”) election, in which case you generally would be required to include in income on a current basis your
pro rata share of our ordinary earnings as ordinary income and your pro rata share of our net capital gains as long-term capital
gain. We do not expect to provide to U.S. Holders the information needed to report income and gain pursuant to a QEF election,
and we make no undertaking to provide such information in the event that we are a PFIC.



Under an alternative tax regime,
you may also avoid certain adverse tax consequences relating to PFIC status discussed above by making a mark-to-market election
with respect to your ordinary shares annually, provided that the shares are “marketable.” Shares will be marketable
if they are regularly traded on certain United States stock exchanges (including Nasdaq) or on certain non-United States stock
exchanges. For these purposes, the shares will generally be considered regularly traded during any calendar year during which they
are traded, other than in negligible quantities, on at least 15 days during each calendar quarter. U.S. Holders should be aware,
however, that if we are determined to be a PFIC, the interest charge regime described above could be applied to indirect distributions
or gains deemed to be attributable to U.S. Holders in respect of any of our subsidiaries that also may be determined to be a PFIC,
and the mark-to-market election generally would not be effective for such subsidiaries.



If you choose to make a mark-to-market
election, you would recognize as ordinary income or loss each year in which we are a PFIC an amount equal to the difference as
of the close of the taxable year between the fair market value of your ordinary shares and your adjusted tax basis in your ordinary
shares. Losses would be allowed only to the extent of net mark-to-market gain previously included by you under the election for
prior taxable years. If the mark-to-market election were made, then the PFIC rules described above relating to excess distributions
and realized gains would not apply for periods covered by the election. If you do not make a mark-to-market election for the first
taxable year in which we are a PFIC during your holding period of our ordinary shares, you would be subject to interest charges
with respect to the inclusion of ordinary income attributable to each taxable year in which we were a PFIC during your holding
period before the effective date of such election.



If
we were a PFIC, a holder of ordinary shares that is a U.S. Holder must file United States Internal Revenue Service Form 8621 for
each tax year in which the U.S. Holder owns the ordinary shares. Recently enacted legislation creates an additional annual filing
requirement for United States persons who are shareholders of a PFIC. However, the IRS has suspended this additional filing obligation
until it releases the relevant final form. If we were a PFIC for
a given taxable year, then you should consult your tax adviser concerning your annual filing requirements.



62







Backup withholding tax and
information reporting requirements



United States backup withholding
tax and information reporting requirements generally apply to certain payments to certain non-corporate holders of stock. Information
reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, our ordinary shares
made within the United States, or by a United States payor or United States middleman, to a holder of our ordinary shares, other
than an exempt recipient (including a corporation, a payee that is not a United States person that provides an appropriate certification
and certain other persons). A payor will be required to withhold backup withholding tax from any payments of dividends on, or the
proceeds from the sale or redemption of, ordinary shares within the United States, or by a United States payor or United States
middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number
or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. Any amounts withheld
under the backup withholding rules will be allowed as a refund or credit against the beneficial owner’s United States federal
income tax liability, if any, provided that the required information is timely furnished to the IRS.



Certain U.S. Holders who are individuals
(or certain specified entities) are required to report information relating to an interest in our common shares by attaching a
complete United States Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, to their tax return
for each year in which they hold our common shares, subject to certain exceptions (including an exception for our common shares
held in accounts maintained by financial institutions in which case the account may be reportable if maintained by a foreign financial
institution). U.S. Holders are urged to consult their tax advisers regarding the effect, if any, of this legislation on their ownership
and disposition of our common shares.



3.8% Medicare Tax On “Net
Investment Income”



Certain U.S. Holders who are individuals,
estates or trusts are subject to the requirement to pay a 3.8% tax on, among other things, dividends and capital gains from the
sale or other disposition of shares of common stock



| | F. | Dividends and Paying Agents
| | -- | ---------------------------



Not applicable.



| | G. | Statement by Experts
| | -- | --------------------



Not applicable.



| | H. | Documents on Display
| | -- | --------------------



We are currently subject to the informational
requirements of the Exchange Act applicable to foreign private issuers and fulfill the obligations of these requirements by filing
reports with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing
and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing
profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act
to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities
are registered under the Exchange Act. However, we intend to file with the SEC, within 120 days after the end of each subsequent
fiscal year, an annual report on Form 20-F containing financial statements which will be examined and reported on, with an opinion
expressed, by an independent public accounting firm. We also intend to file with the SEC reports on Form 6-K containing unaudited
financial information for the first three quarters of each fiscal year, within 60 days after the end of each quarter.



You may read and copy any document
we file with the SEC without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at
100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference room. The SEC also maintains an Internet site that contains reports and other information
regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through this
web site at http://www.sec.gov.



| | I. | Subsidiary Information
| | -- | ----------------------



Not applicable.



| | Item 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| | -------- | ----------------------------------------------------------



We are exposed to a variety of risks,
including foreign currency exchange fluctuations, changes in interest rates and inflation. We regularly assess currency, interest
rate and inflation risks to minimize any adverse effects on our business as a result of those factors. For sensitivity analysis
of our exposure to foreign currency exchange fluctuations and changes in interest rates, see Note 24C to our consolidated financial
statements as of and for the year ended December 31, 2012 included elsewhere in this annual report.



63







Foreign currency exchange and
foreign currency risk management and derivatives



We conduct business in multiple countries,
which exposes us to fluctuations in currency exchange rates between the U.S. Dollar (our functional and reporting currency) and
certain other currencies in which we conduct business (primarily the Euro and the NIS). As of December 31, 2012, our revenues are
primarily denominated in U.S. Dollars and Euros. Significant material purchasing and production costs and operational expenses
are denominated in the U.S. Dollar, Euro and NIS.



Based on our results in 2012, a 1%
increase (decrease) in the value of the Euro and the NIS against the U.S. Dollar would have increased (decreased) our revenues
by $1.7 million. Based on our results in 2012, a 1% increase (decrease) in the value of the Euro and the NIS against the U.S. Dollar
would have increased (decreased) our cost of revenues and expenses by $1.2 million.



We engage in hedging transactions
to minimize our currency risk. Total comprehensive income included the following amounts related to changes in foreign currency
exchange rates and derivative foreign currency forward contracts and options:



|                                                |  | Year Ended December 31, |      
|----------------------------------------------- |  | ----------------------- | -----
|(in thousands)                                  |  | 2010                    |      
|Unrealized foreign currency exchange rate gains |  | $                       | 21   
|Realized foreign currency exchange rate gains   |  |                         | 2,702
|Derivative gains (losses)                       |  |                         | 187  



Inflation



Inflationary factors such as increases
in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation
has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may
have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of revenues
if the selling prices of our products do not increase in line with increases in costs.



| | Item 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
| | -------- | ------------------------------------------------------



Not applicable.



PART II



| | Item 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
| | -------- | -----------------------------------------------



None.



| | Item 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
| | -------- | ----------------------------------------------------------------------------



The effective date of the registration
statement, File No. 333-170007, for our IPO of ordinary shares, par value NIS 0.645 per share, was November 2, 2010. We sold 5,447,368
of our ordinary shares in our IPO. The aggregate offering price of the shares sold was approximately $109 million. The total expenses
of the offering, including underwriting discounts and commissions, were approximately $11.1 million. The net proceeds that we received
from the offering were approximately $97.9 million.



A portion of the net proceeds from
our IPO has been used to repay indebtedness owed to financial institutions and shareholders, to pay for various costs associated
with the construction of an additional manufacturing facility, to pay a one-time termination fee to Fortissimo Capital in consideration
for terminating our Management Services Agreement with them and to fund our working capital and capital expenditures. The balance
is held in cash and cash equivalents.



None of the net proceeds of our IPO
was paid directly or indirectly to any director, officer, general partner of ours or to their associates, persons owning ten percent
or more of any class of our equity securities, or to any of our affiliates, other than as a result of sales of ordinary shares
by selling shareholders in the offering.



| | Item 15. | CONTROLS AND PROCEDURES
| | -------- | -----------------------



Disclosure controls and procedures



Our chief executive officer and chief
financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of
the Exchange Act) as of December 31, 2012, have concluded that, as of such date, our disclosure controls and procedures were effective
and ensured that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated
and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions
regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s
rules and forms.



Management annual report on internal control over
financial reporting



Our management is responsible for
establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting
is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision
of, the company’s principal executive and principal financial officers and effected by the company’s board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with IFRS and includes those policies and procedures that:



64







| | • | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the
company’s assets that could have a material effect on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness
of our internal control over financial reporting as of December 31, 2012. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework.



Based on our assessment, management
believes that as of December 31, 2012, our internal control over financial reporting is effective based on these criteria. The
foregoing assessment of our internal control over financial reporting did not include the internal control over financial reporting
of our subsidiary, SodaStream Nordics, AB, which operates our distribution channels in the Nordics and Baltic region. We completed
the purchase of our Nordic and Baltic distribution business, and all related assets, from our former exclusive distributor, Empire
AB, on January 2, 2012, during the fiscal year subject to the assessment. SodaStream Nordics AB constitutes $55.3 million of total assets and $46.1 million of revenue included
in our consolidated financial statements as of and for the year ended December 31, 2012.



The effectiveness of management’s
internal control over financial reporting as of December 31, 2012 has been audited by our independent registered public accounting
firm, Somekh Chaikin, a member of KPMG International, and their report as of April 14, 2013 herein expresses an unqualified
opinion on our internal control over financial reporting.



Attestation report of the registered public accounting
firm



Our independent registered public
accounting firm has issued an audit report on the effectiveness of our internal control over financial reporting. This report is
included in pages F- 2 and F- 77 of this Form 20-F and is incorporated herein by reference.



Changes in internal control over financial reporting



There were no changes in our internal
control over financial reporting that occurred during the period covered by this annual report that have materially affected, or
that are reasonably likely to materially affect, our internal control over financial reporting.



| | Item 16. | [Reserved]
| | -------- | ----------



| | Item 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
| | --------- | --------------------------------



Our Board has determined that Ms.
Hanover is an audit committee financial expert as defined by the SEC rules and has the requisite financial sophistication as defined
by the Nasdaq Marketplace Rules. Ms. Hanover is independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act
and under the listing standards of the Nasdaq Global Select Market.



| | Item 16B. | CODE OF ETHICS
| | --------- | --------------



We have adopted a Code of Ethics
that applies to our chief executive officer, chief financial officer and other senior financial officers, including our principal
accounting officer. We also adopted a Code of Conduct that applies to all of our employees. We have posted these codes on our corporate
website at http://investorroom.sodastream.com under “Corporate Governance — Governance Documents.”



| | Item 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | --------- | --------------------------------------



Somekh Chaikin, a member of KPMG
International, has served as our independent registered public accounting firm for 2011 and 2012. Our accountants billed the following
fees to us for professional services in each of those fiscal years:



|                   |  | 2011 |           |  | 2012 |  
|------------------ |  | ---- | --------- |  | ---- | -
|                   |  |      |          
|Audit Fees         |  | $    | 1,004,563 |  |      | $
|Audit-Related Fees |  |      | 250,331   |  |      |  
|Total              |  | $    | 1,245,894 |  |      | $



“Audit fees” are the
aggregate fees billed for the audit of our annual financial statements. This category also includes services that generally the
independent accountant provides, such as consents and assistance with and review of documents filed with the SEC.



“Audit-related fees”
are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and
are not reported under audit fees. These fees primarily include accounting consultations regarding the accounting treatment of
matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues
that occur from time to time. In 2011, “Audit-related fees” include fees billed for assurance and related services
regarding our follow-on offering,



65







Our audit committee has adopted a
pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant
to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee
pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service
and tax services that may be performed by our independent accountants.



| | Item 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
| | --------- | ----------------------------------------------------------



Not applicable.



| | Item 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
| | --------- | ----------------------------------------------------------------------



Not applicable.



| | Item 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
| | --------- | --------------------------------------------



Not applicable.



| | Item 16G. | CORPORATE GOVERNANCE
| | --------- | --------------------



As a foreign private issuer, we are
permitted to comply with Israeli corporate governance practices instead of the Nasdaq Global Select Market requirements, provided
that we disclose those Nasdaq Global Select Market requirements with which we do not comply and the equivalent Israeli requirement
that we follow instead. We currently rely on this “foreign private issuer exemption” with respect to the quorum requirement
for meetings of our shareholders. As permitted under the Companies Law, pursuant to our articles of association, the quorum required
for an ordinary meeting of shareholders consists of at least two shareholders present in person, by proxy or, for certain types
of shareholders’ resolutions, by written ballot, who hold or represent between them at least 25% of the voting power of our
shares, instead of 33 1/3% of the issued share capital provided under the Nasdaq Global Select Market requirements.



PART III



| | Item 17. | FINANCIAL STATEMENTS
| | -------- | --------------------



See pages F-2 through F-77 of this
annual report.



| | Item 18. | FINANCIAL STATEMENTS
| | -------- | --------------------



Not applicable.



| | Item 19. | EXHIBITS
| | -------- | --------



|Exhibit No. |  | Description                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                       
|1.1         |  | Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to SodaStream’s Registration Statement on Form F-1, as amended (Registration No. 333-170007))
|            |  |                                                                                                                                                                                                       
|4.1         |  | Form of Indemnification and Release Agreement (incorporated by reference to Exhibit 10.1 to Registration No. 333-170007)                                                                              
|            |  |                                                                                                                                                                                                       
|4.2(a)      |  | 2007 Employee Share Option Plan (incorporated by reference to Exhibit 10.2(a) to Registration No. 333-170007)                                                                                         
|            |  |                                                                                                                                                                                                       
|4.2(b)      |  | 2010 Employee Share Option Plan (incorporated by reference to Exhibit 10.2(b) to Registration No. 333-170007)                                                                                         
|            |  |                                                                                                                                                                                                       
|8.1         |  | List of subsidiaries of the Registrant*                                                                                                                                                               
|            |  |                                                                                                                                                                                                       
|12.1        |  | Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002*                               
|            |  |                                                                                                                                                                                                       
|12.2        |  | Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002*                               
|            |  |                                                                                                                                                                                                       
|13.1        |  | Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002*                                                                    
|            |  |                                                                                                                                                                                                       
|13.2        |  | Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002*                                                                    
|            |  |                                                                                                                                                                                                       
|15.1        |  | Consent of Somekh Chaikin, a member firm of KPMG International*                                                                                                                                       





| | * | Filed herewith.
| | - | ---------------



66







SIGNATURES



The registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
Annual Report on its behalf.



|                     |  | SodaStream International Ltd.
|-------------------- |  | -----------------------------
|Date: April 16, 2013 |  | By:                          
|                     |  |                              
|                     |  |                              



67









Index to consolidated financial statements



|                                                                                                               |  | Page
|-------------------------------------------------------------------------------------------------------------- |  | ----
|Audited consolidated financial statements                                                                      |  |     
|Report of independent registered public accounting firm                                                        |  |     
|Consolidated balance sheets as of December 31, 2011 and 2012 and as of January 1, 2011                         |  |     
|Consolidated statements of operations for the years ended December 31, 2010, 2011 and 2012                     |  |     
|Consolidated statements of comprehensive income for the years ended December 31, 2010, 2011 and 2012           |  |     
|Consolidated statement of changes in shareholders’ equity for the years ended December 31, 2010, 2011 and 2012 |  |     
|Consolidated statements of cash flows for the years ended December 31, 2010, 2011 and 2012                     |  |     
|Notes to the consolidated financial statements                                                                 |  |     





F-1

















Report of Independent Registered Public
Accounting Firm



The Board of Directors and Stockholders of



SodaStream International Ltd.



We have audited the accompanying consolidated
balance sheets of SodaStream International Ltd. (hereinafter- “the Company”) and subsidiaries (hereinafter- “the
Group”) as of December 31, 2012 and 2011 and as of January 1, 2011, and the related consolidated statements of operations,
comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2012. We also have audited the Company’s internal control over financial reporting as of December 31,
2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)”. SodaStream International Ltd’s management is responsible for these
consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements
and an opinion on the Company’s internal control over financial reporting based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.



A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.



F-2







Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of the Company and subsidiaries as
of December 31, 2012 and 2011 and as of January 1, 2011, and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2012, in conformity with International Financial Reporting Standards
as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission”.



As discussed in Note 2C to the financial
statements, the Company determined that as of January 1, 2012 its functional currency and the Group’s presentation currency
changed from Euro (EUR) to USD.



In 2012, the Group acquired SodaStream Nordics
AB, which operates the distribution channels in the Nordics and Baltic region, and management has excluded this company’s
internal control over financial reporting from its assessment of the effectiveness of the Group’s internal control over financial
reporting as of December 31, 2012. SodaStream Nordics AB constitutes $55,272 thousand of total assets and $46,067 thousand
of revenue included in the consolidated financial statements of the Group as of and for the year ended December 31, 2012. Our audit
of internal control over financial reporting of the Group also excluded an evaluation of the internal control over financial reporting
of SodaStream Nordics AB.



/s/ Somekh Chaikin



Somekh Chaikin,

Certified Public Accountants (Isr.)

Member Firm of KPMG International



Tel-Aviv, Israel

April 14, 2013



F-3







SodaStream International Ltd.



Consolidated Balance Sheets



(in thousands)

|                                           |  |      |    |     | As of January 1, |   |         | As of December 31, |  |   | As of December 31, | 
|------------------------------------------ |  | ---- | -- | --- | ---------------- | - | ------- | ------------------ |  | - | ------------------ | 
|                                           |  | Note |    |     | 2011             |   |         | 2011               |  |   | 2012               | 
|Assets                                     |  |      |    |     |                  |   |         |                    |  |   |                    | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Cash and cash equivalents                  |  |      | 12 | (A) |                  | $ | 68,627  |                    |  | $ | 34,769             | 
|Bank deposits                              |  |      | 12 | (B) |                  |   | -       |                    |  |   | 39,485             | 
|Inventories                                |  |      | 10 |     |                  |   | 49,976  |                    |  |   | 76,625             | 
|Trade receivables                          |  |      |    |     |                  |   | 41,536  |                    |  |   | 58,452             | 
|Other receivables                          |  |      | 11 |     |                  |   | 8,811   |                    |  |   | 20,064             | 
|Derivative financial instruments           |  |      | 24 |     |                  |   | 1,085   |                    |  |   | 322                | 
|Assets classified as available-for-sale    |  |      | 24 |     |                  |   | 816     |                    |  |   | 837                | 
|Total current assets                       |  |      |    |     |                  |   | 170,851 |                    |  |   | 230,554            | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Property, plant and equipment              |  |      | 8  |     |                  |   | 27,954  |                    |  |   | 46,434             | 
|Intangible assets                          |  |      | 9  |     |                  |   | 17,390  |                    |  |   | 25,358             | 
|Deferred tax assets                        |  |      | 22 |     |                  |   | 1,619   |                    |  |   | 1,168              | 
|Other receivables                          |  |      |    |     |                  |   | 217     |                    |  |   | 224                | 
|Total non-current assets                   |  |      |    |     |                  |   | 47,180  |                    |  |   | 73,184             | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Total assets                               |  |      |    |     |                  |   | 218,031 |                    |  |   | 303,738            | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Liabilities                                |  |      |    |     |                  |   |         |                    |  |   |                    | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Loans and borrowings                       |  |      | 14 |     |                  |   | 8,761   |                    |  |   | 4,006              | 
|Derivative financial instruments           |  |      | 24 |     |                  |   | 527     |                    |  |   | -                  | 
|Trade payables                             |  |      |    |     |                  |   | 39,470  |                    |  |   | 47,383             | 
|Income tax payable                         |  |      |    |     |                  |   | 8,272   |                    |  |   | 9,171              | 
|Provisions                                 |  |      | 16 |     |                  |   | 668     |                    |  |   | 397                | 
|Other current liabilities                  |  |      | 17 |     |                  |   | 18,046  |                    |  |   | 21,071             | 
|Total current liabilities                  |  |      |    |     |                  |   | 75,744  |                    |  |   | 82,028             | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Employee benefits                          |  |      | 15 |     |                  |   | 996     |                    |  |   | 1,497              | 
|Provisions                                 |  |      | 16 |     |                  |   | 492     |                    |  |   | 514                | 
|Deferred tax liabilities                   |  |      | 22 |     |                  |   | 532     |                    |  |   | 717                | 
|Total non-current liabilities              |  |      |    |     |                  |   | 2,020   |                    |  |   | 2,728              | 
|Total liabilities                          |  |      |    |     |                  |   | 77,764  |                    |  |   | 84,756             | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Shareholders’ equity                       |  |      |    |     |                  |   |         |                    |  |   |                    | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Share capital                              |  |      | 13 |     |                  |   | 2,966   |                    |  |   | 3,238              | 
|Share premium                              |  |      |    |     |                  |   | 119,183 |                    |  |   | 168,601            | 
|Translation reserve                        |  |      | 13 |     |                  |   | (69     | )                  |  |   | 1,471              | 
|Retained earnings                          |  |      |    |     |                  |   | 18,187  |                    |  |   | 45,672             | 
|Total shareholders’ equity                 |  |      |    |     |                  |   | 140,267 |                    |  |   | 218,982            | 
|                                           |  |      |    |     |                  |   |         |                    |  |   |                    | 
|Total liabilities and shareholders’ equity |  |      |    |     |                  | $ | 218,031 |                    |  | $ | 303,738            | 



The accompanying notes are an integral
part of these consolidated financial statements.



F-4







SodaStream International Ltd.



Consolidated Statements of Operations for the year ended
December 31



In thousands (other than per share amounts)



|                                       |  | Note |    |  | 2010 |   |         | 2011 |  |   | 2012    |  
|-------------------------------------- |  | ---- | -- |  | ---- | - | ------- | ---- |  | - | ------- | -
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Revenues                               |  |      |    |  |      | $ | 208,414 |      |  | $ | 288,953 |  
|Cost of revenues                       |  |      |    |  |      |   | 96,077  |      |  |   | 131,405 |  
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Gross profit                           |  |      |    |  |      |   | 112,337 |      |  |   | 157,548 |  
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Operating expenses                     |  |      |    |  |      |   |         |      |  |   |         |  
|Sales and marketing                    |  |      | 20 |  |      |   | 74,020  |      |  |   | 99,170  |  
|General and administrative             |  |      | 19 |  |      |   | 24,047  |      |  |   | 29,829  |  
|Other income, net                      |  |      | 18 |  |      |   | (257    | )    |  |   | (158    | )
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Total operating expenses               |  |      |    |  |      |   | 97,810  |      |  |   | 128,841 |  
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Operating income                       |  |      |    |  |      |   | 14,527  |      |  |   | 28,707  |  
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Interest expense (income), net         |  |      | 21 |  |      |   | 1,903   |      |  |   | (1,526  | )
|Other financial expense (income), net  |  |      | 21 |  |      |   | (2,291  | )    |  |   | (625    | )
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Total financial expenses (income), net |  |      |    |  |      |   | (388    | )    |  |   | (2,151  | )
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Income before income tax               |  |      |    |  |      |   | 14,915  |      |  |   | 30,858  |  
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Income tax expense                     |  |      | 22 |  |      |   | 2,295   |      |  |   | 3,373   |  
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Net income for the year                |  |      |    |  |      | $ | 12,620  |      |  | $ | 27,485  |  
|                                       |  |      |    |  |      |   |         |      |  |   |         |  
|Net income per share                   |  |      |    |  |      |   |         |      |  |   |         |  
|Basic                                  |  |      | 26 |  |      | $ | 1.57    |      |  | $ | 1.40    |  
|Diluted                                |  |      | 26 |  |      | $ | 0.90    |      |  | $ | 1.34    |  



The accompanying notes are an integral
part of these consolidated financial statements.



F-5







SodaStream International Ltd.



Consolidated Statements of Comprehensive Income for the year
ended December 31



(in thousands)



|                                                                |  | 2010 |        |  | 2011 |   |        | 2012 | 
|--------------------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- | 
|Other comprehensive income                                      |  |      |        |  |      |   |        |      | 
|                                                                |  |      |        |  |      |   |        |      | 
|Net income for the period                                       |  | $    | 12,620 |  |      | $ | 27,485 |      | 
|                                                                |  |      |        |  |      |   |        |      | 
|Defined benefit plan remeasurements, net of tax(*)              |  |      | -      |  |      |   | -      |      | 
|Foreign currency translation differences for foreign operations |  |      | 21     |  |      |   | 1,540  |      | 
|                                                                |  |      |        |  |      |   |        |      | 
|Total comprehensive income for the period                       |  | $    | 12,641 |  |      | $ | 29,025 |      | 



(*) Comparative figures were not restated
for the early adoption of IAS 19 (2011). See Note 2(E)(1).



The accompanying notes are an integral
part of these consolidated financial statements.



F-6







SodaStream International Ltd.

Consolidated Statement
of Changes in Shareholders’ Equity

(in thousands)



|                                                                               |  | Attributable to equity holders of the Company |      
|------------------------------------------------------------------------------ |  | --------------------------------------------- | -----
|                                                                               |  |                                               |      
|                                                                               |  | Share                                         |      
|                                                                               |  | capital                                       |      
|Balance as of  January 1, 2010                                                 |  | $                                             | 937  
|Net income for the period                                                      |  |                                               | -    
|Other comprehensive income for the period                                      |  |                                               | -    
|Total comprehensive income for the period                                      |  |                                               | -    
|Share-based payment                                                            |  |                                               | -    
|Conversion of  shareholders’ loans                                             |  |                                               | 1,109
|Share issuance                                                                 |  |                                               | 907  
|Exercise of employee share options                                             |  |                                               | 12   
|Exercise of other share options                                                |  |                                               | 1    
|Capital reserve in respect of transactions between the Group and a shareholder |  |                                               | -    
|Balance as of December 31, 2010                                                |  |                                               | 2,966
|Net income for the period                                                      |  |                                               | -    
|Other comprehensiveincome for the period                                       |  |                                               | -    
|Total comprehensive incomefor the period                                       |  |                                               | -    
|Share-based payment                                                            |  |                                               | -    
|Share issuance                                                                 |  |                                               | 202  
|RSU issuance                                                                   |  |                                               | -    
|Exercise of employee shareoptions                                              |  |                                               | 70   
|Balance as of December 31, 2011                                                |  |                                               | 3,238
|Net income for the period                                                      |  |                                               | -    
|Other comprehensiveincome (loss) for the period                                |  |                                               | -    
|Total comprehensive incomefor the period                                       |  |                                               | -    
|Share-based payment                                                            |  |                                               | -    
|RSU exercise (1)                                                               |  |                                               | 3    
|Exercise of employee share options                                             |  |                                               | 89   
|Balance as of December 31, 2012                                                |  | $                                             | 3,330



(1) See Note 13(A)(2).



The accompanying notes are an integral
part of these consolidated financial statements.



F-7







SodaStream International Ltd.

Consolidated Statements
of Cash Flows for the year ended December 31

(in thousands)



|                                                                               |  | 2010 |         |   | 2011 |   |         | 2012 | 
|------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- | 
|Cash flows from operating activities                                           |  |      |         |   |      |   |         |      | 
|Net income for the period                                                      |  | $    | 12,620  |   |      | $ | 27,485  |      | 
|Adjustments:                                                                   |  |      |         |   |      |   |         |      | 
|Amortization of intangible assets                                              |  |      | 152     |   |      |   | 937     |      | 
|Change in fair value of derivative financial instruments                       |  |      | (187    | ) |      |   | 392     |      | 
|Depreciation of property, plant and equipment                                  |  |      | 3,141   |   |      |   | 5,013   |      | 
|Gain on sales of property, plant and equipment (including investment property) |  |      | (93     | ) |      |   | -       |      | 
|Share-based payment                                                            |  |      | 1,303   |   |      |   | 5,389   |      | 
|Interest expense (income), net                                                 |  |      | 1,903   |   |      |   | (1,526  | )    | 
|Income tax expense                                                             |  |      | 2,295   |   |      |   | 3,373   |      | 
|                                                                               |  |      | 21,134  |   |      |   | 41,063  |      | 
|                                                                               |  |      |         |   |      |   |         |      | 
|Increase in inventories                                                        |  |      | (23,757 | ) |      |   | (25,552 | )    | 
|Increase in trade and other receivables                                        |  |      | (24,621 | ) |      |   | (22,705 | )    | 
|Increase in trade payables                                                     |  |      | 16,092  |   |      |   | 4,291   |      | 
|Increase in employee benefits                                                  |  |      | 891     |   |      |   | 131     |      | 
|Increase (decrease) in provisions and other current liabilities                |  |      | 5,960   |   |      |   | (811    | )    | 
|                                                                               |  |      | (4,301  | ) |      |   | (3,583  | )    | 
|                                                                               |  |      |         |   |      |   |         |      | 
|Interest paid                                                                  |  |      | (1,450  | ) |      |   | (422    | )    | 
|Income tax received                                                            |  |      | -       |   |      |   | -       |      | 
|Income tax paid                                                                |  |      | (4,883  | ) |      |   | (4,182  | )    | 
|Net cash from (used in) operating activities                                   |  |      | (10,634 | ) |      |   | (8,187  | )    | 
|                                                                               |  |      |         |   |      |   |         |      | 
|Cash flows from investing activities                                           |  |      |         |   |      |   |         |      | 
|Interest received                                                              |  |      | 189     |   |      |   | 1,261   |      | 
|Investment in bank deposits                                                    |  |      | -       |   |      |   | (90,811 | )    | 
|Proceeds from bank deposits                                                    |  |      | -       |   |      |   | 51,892  |      | 
|Proceeds from sale of property, plant and equipment                            |  |      | 140     |   |      |   | -       |      | 
|Payments for derivative financial instruments, net                             |  |      | (213    | ) |      |   | (156    | )    | 
|Acquisitions of subsidiary, net of cash acquired                               |  |      | -       |   |      |   | (1,025  | )    | 
|Acquisition of property, plant and equipment                                   |  |      | (6,109  | ) |      |   | (18,690 | )    | 
|Acquisition of intangible assets                                               |  |      | (1,110  | ) |      |   | (1,029  | )    | 
|Net cash used in investing activities                                          |  |      | (7,103  | ) |      |   | (58,558 | )    | 
|                                                                               |  |      |         |   |      |   |         |      | 
|Cash flows from financing activities                                           |  |      |         |   |      |   |         |      | 
|Share issuance                                                                 |  |      | 90,635  |   |      |   | 42,929  |      | 
|Proceeds from exercise of employee share options                               |  |      | 168     |   |      |   | 1,117   |      | 
|Receipts of long-term loans and borrowings                                     |  |      | 5,181   |   |      |   | -       |      | 
|Repayments of long-term loans and borrowings                                   |  |      | (10,829 | ) |      |   | -       |      | 
|Repayment of shareholders’ loans                                               |  |      | (2,080  | ) |      |   | -       |      | 
|Change in short-term debt                                                      |  |      | (2,499  | ) |      |   | (11,172 | )    | 
|Net cash from (used in) financing activities                                   |  |      | 80,576  |   |      |   | 32,874  |      | 
|                                                                               |  |      |         |   |      |   |         |      | 
|                                                                               |  |      |         |   |      |   |         |      | 
|Net increase (decrease) in cash and cash equivalents                           |  |      | 62,839  |   |      |   | (33,871 | )    | 
|Cash and cash equivalents at the beginning of the period                       |  |      | 5,429   |   |      |   | 68,627  |      | 
|Effect of exchange rates fluctuations on cash and cash equivalents             |  |      | 359     |   |      |   | 13      |      | 
|                                                                               |  |      |         |   |      |   |         |      | 
|Cash and cash equivalents at the end of the period                             |  | $    | 68,627  |   |      | $ | 34,769  |      | 



The accompanying notes are an integral
part of these consolidated financial statements.



F-8







SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 1 - General



| | A. | Reporting entity
| | -- | ----------------



SodaStream International Ltd.
(hereinafter - the Company) is a company incorporated in Israel. The address of the Company's registered office is Gilboa Street,
Airport City 70100, Israel. The consolidated financial statements of the Company as of and for the year ended December 31, 2012
comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group companies”
or “Group entities”).



The Group is engaged in developing,
manufacturing and marketing beverage carbonation systems and related products.



The Group’s operational
activities are managed by its wholly owned subsidiary, SodaStream International B.V., registered in the Netherlands. Most of the
Group’s products are manufactured in Israel, China, the Netherlands, Germany, the United States, Sweden, Australia and South
Africa. Marketing support and services are carried out by third-party distributors and wholly owned subsidiaries located in various
countries. Such subsidiaries primarily purchase finished goods directly from other Group companies for marketing in their specific
geographic areas.



The ordinary shares of the Company
were listed on the NASDAQ Global Select Market in connection with the Company's initial public offering (hereinafter – the
IPO) on November 3, 2010. On April 14, 2011, the Company issued additional shares to the public in a follow-on offering. Following
the follow-on offering, most of the Company’s major shareholders have changed and as of the reporting date, to the best of
the Company’s knowledge, most of its major shareholders are residents of the United States.



| | B. | Definitions
| | -- | -----------



In these consolidated financial
statements –



| | 1. | The Company – SodaStream International Ltd.
| | -- | -------------------------------------------



| | 2. | The Group - SodaStream International Ltd. and its subsidiaries.
| | -- | ---------------------------------------------------------------



| | 3. | Subsidiaries – Companies, the financial statements of which are fully consolidated, directly
or indirectly, with the financial statements of the Company.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Related party – "Related party" within
its meaning in IAS 24 (2009) Related Party Disclosures.
| | -- | ----------------------------------------------------------------------------------------------



| | 5. | CPI – The Consumer Price Index as published by
the Israeli Central Bureau of Statistics.
| | -- | ----------------------------------------------------------------------------------------



F-9









SodaStream International Ltd.



Notes to the Consolidated Financial Statements





Note 2 - Basis of preparation



| | A. | Statement of compliance
| | -- | -----------------------



The consolidated financial statements
have been prepared in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).



The consolidated financial statements
were authorized by the Board of Directors on April 14, 2013.



| | B. | Basis of measurement
| | -- | --------------------



The consolidated financial statements
have been prepared on the historical cost basis except for derivative financial instruments measured at fair value, available-for-sale
financial assets measured at fair value and contingent consideration in business combinations measured at fair value (see Note
3(C) and 3(E)(1), respectively), inventories, defined benefit liabilities, provisions and deferred tax assets and liabilities (see
Note 3(G), 3(I)(1)(b), 3(J) and 3(O), respectively).



| | C. | Functional & presentation currency
| | -- | ----------------------------------



Change in functional currency



Until December 31, 2011, the
Company’s functional currency as well as the functional currency of its significant operations was the EUR. As of January
1, 2012, the Company's functional currency as well as its significant operations is the USD. The change was a result of the following
factors:



*
          For the last several years, the Group has been focusing its growth efforts on the United States, which is the world’s largest
market for carbonated beverages in the Group’s view, and the Group’s most important target market. The United States
has become the Group’s largest individual market, where the Group’s U.S. sales have more than doubled in each of 2010
and 2011 as compared to the prior year.



*
          In 2012, most of the Group’s revenue was no longer denominated in EUR, and trade receivables dominated in USD were greater
than trade receivables denominated in EUR.



*
          The Company’s ordinary shares are listed on the Nasdaq Global Select Market. The amount of funds raised in the IPO and follow-on
offering totaled approximately 100 million USD and 50 million USD, respectively, and the Company expects share issuances in the
future to be in USD.



*
          To the best of the Company’s knowledge, following the follow-on offering, most of its major shareholders are residents of
the United States.



*
          Until the end of 2011, most of the Company’s available funds were held in deposits denominated in EUR. Commencing in 2012
the Company holds most of its available funds in deposits denominated in USD.



Change in presentation currency



These consolidated Group financial
statements are presented in USD (“$”), which is also the Company's functional currency as well as the functional currency
of its significant operations, since the beginning of 2012 (see above).



F-10









SodaStream International Ltd.



Notes to the Consolidated Financial Statements





Note 2 - Basis of preparation –
(continued)



Until December 31, 2011, the
Company presented its consolidated financial statements in Euros (EUR). The comparative periods were translated into the new presentation
currency using the EUR to USD exchange rate as of January 1, 2012 of EUR 1.00 = USD 1.2973.



All financial information presented
in thousands has been rounded to the nearest thousand, unless stated otherwise.



| | D. | Use of estimates and judgments
| | -- | ------------------------------



The preparation of consolidated
financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.



The preparation of accounting
estimates used in the preparation of the Group’s financial statements requires Company management to make assumptions regarding
circumstances and events that involve considerable uncertainty. Company management prepares the estimates on the basis of past
experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each
estimate.



Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised
and in any future periods affected.



Information about assumptions
and estimations made by the Group with respect to the future and other reasons for uncertainty with respect to estimates that have
a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year
are included in the following notes:



| | — | Note 7, Acquisition of subsidiaries.
| | - | ------------------------------------

| | — | Note 8, Property, plant and equipment.
| | - | --------------------------------------

| | — | Note 9, Intangible assets.
| | - | --------------------------

| | — | Note 10, Inventories.
| | - | ---------------------

| | — | Note 15, Employee benefits, regarding the measurement
of the defined benefit obligation.
| | - | ----------------------------------------------------------------------------------------

| | — | Note 16, Provisions.
| | - | --------------------

| | — | Note 22, Income tax, regarding the utilization of tax losses, deferred taxes and tax assessments.
| | - | -------------------------------------------------------------------------------------------------

| | — | Note 24, Financial instruments.
| | - | -------------------------------

| | — | Note 25, Contingencies.
| | - | -----------------------



| | E. | Changes in accounting policies
| | -- | ------------------------------



| | 1. | Defined benefit plans
| | -- | ---------------------



The Group early adopted IAS 19
Employee Benefits (2011) with a date of initial application on January 1, 2012. As a result of the adoption, the Group recognized
all remeasurements directly in other comprehensive income. Previously, the Group recognized all actuarial gains and losses arising
from defined benefit plans in the statement of operations as they occurred.



F-11









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 2 - Basis of preparation –
(continued)



The change in accounting policy
has been applied retrospectively, but had no material impact on profit or loss or other comprehensive income for the years ended
December 31, 2011 and 2010 or on net assets as at December 31, 2011 and 2010. Therefore, comparative figures were not restated.



| | 2. | Change of presentation currency – See (C) above
| | -- | -----------------------------------------------



| | 3. | Comparative information
| | -- | -----------------------



The Group early adopted the amendment
to IAS 1 Presentation of Financial Statements,included in Annual Improvements to IFRSs – 2009 – 2011
cycle. In accordance with the amendment, the Group has presented an opening balance sheet (the balance sheet as of January 1, 2011),
at the beginning of the preceding period following the change of its presentation currency (i.e., the period prior to the balance
sheet as of December 31, 2011), but does not include notes to the third balance sheet presented.



Note 3 - Significant accounting policies



The accounting policies set out
below have been applied consistently in all periods presented in these consolidated financial statements and have been applied
consistently by Group entities.



| | A. | Basis of consolidation
| | -- | ----------------------



| | 1. | Subsidiaries
| | -- | ------------



Subsidiaries are entities controlled
by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to
obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into
account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align
them with the policies adopted by the Group.



| | 2. | Transactions eliminated on consolidation
| | -- | ----------------------------------------



Intra-Group balances and transactions,
and any unrealized income and expense arising from intra-Group transactions, are eliminated in preparing the consolidated financial
statements.



Unrealized losses are eliminated
in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.



F-12









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | B. | Foreign currency
| | -- | ----------------



| | 1. | Foreign currency transactions
| | -- | -----------------------------



Transactions in foreign currencies
are translated into the respective functional currency of the Group entities at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the respective functional
currency at the exchange rate of the reporting date.



The foreign currency gain or loss
on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for
effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at
the end of the year.



Non-monetary assets and liabilities
denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate
at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognized in the statement
of operations.



Non-monetary items that are measured
in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.



| | 2. | Foreign operations
| | -- | ------------------



The assets and liabilities of foreign
operations are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated
to USD at the average exchange rate for the period.



Foreign currency differences are
recognized in other comprehensive income, and presented in the foreign currency translation reserve (hereinafter – the translation
reserve) in equity. When a foreign operation is disposed of such that control is lost, the cumulative amount in the translation
reserve related to that foreign operation is transferred to the statement of operations as part of the gain or loss on disposal.



Foreign exchange gains and losses
arising from a monetary item receivable from or payable to foreign operations, the settlement of which is neither planned nor likely
in the foreseeable future, are considered to be as part of a net investment in a foreign operation and are recognized in other
comprehensive income, and are presented in the translation reserve in equity.



| | C. | Financial instruments
| | -- | ---------------------



| | 1. | Non-derivative financial assets
| | -- | -------------------------------



The Group initially recognizes
receivables and deposits on the date that they are originated. All other financial assets are recognized initially on the trade
date at which the Group becomes a party to the contractual provisions of the instrument.



F-13









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



The Group derecognizes a financial
asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual
cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial
asset are transferred.



Financial assets and liabilities
are offset and the net amount presented in the balance sheet when the Group has a legal right to offset the amount and intends
either to settle on a net basis or to realize the asset and settle the liability simultaneously.



The Group has the following non-derivative
financial assets:



Loans, receivables and cash
and cash equivalents



Loans and receivables are financial
assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair
value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at
amortized cost using the effective interest method, less any impairment losses.



Loans and receivables consist of
trade receivables.



Cash and cash equivalents comprise
cash balances and deposits with original maturities of three months or less.



Available-for-sale financial
assets



Available-for-sale financial assets
are non-derivative financial assets that are designated as available-for-sale. Subsequent to initial recognition, they are measured
at fair value and changes therein, other than impairment losses, foreign currency differences and the accrual of effective interest
on available-for-sale debt instruments, are recognized in other comprehensive income and presented in the fair value reserve for
financial assets classified as available for sale in equity. When an investment is derecognized, the cumulative gain or loss in
other comprehensive income is transferred to the statement of operations.



| | 2. | Non-derivative financial liabilities
| | -- | ------------------------------------



The Group initially recognizes
debt instruments issued on the date that they are originated. All other financial liabilities are recognized initially on the trade
date at which the Group becomes a party to the contractual provisions of the instrument.



The Group derecognizes a financial
liability when its contractual obligations are discharged or cancelled or expire.



The Group has the following non-derivative
financial liabilities: written put option on shares, trade payables and other payables.



Financial liabilities except for
written put options on shares, are recognized initially at fair value less any directly attributable transaction costs. Subsequent
to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.



Written put options on shares that
are settled in cash or another financial instrument are recognized as a liability at the present value of the exercise price.



F-14









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | 3. | Derivative financial instruments
| | -- | --------------------------------



As a group with global operations,
the Group is exposed to the risk of currency and interest rate fluctuations and has entered into currency derivative contracts
to moderate its exposure on the basis of planned transactions. These contracts generally cover a period of less than one year.
The Group’s hedging activities currently do not meet the criteria for hedge accounting.



Derivative financial instruments
are recognized initially at fair value; attributable transaction costs are recognized in the statement of operations when incurred.
Subsequent to initial recognition, derivative financial instruments are measured at fair value, and changes in fair value of derivative
financial instruments are recognized immediately in the statement of operations, as either operating or financing items depending
on the nature of the item being economically hedged.



| | 4. | Compound financial instruments
| | -- | ------------------------------



The liability component of a compound
financial instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion option.
The equity component is recognized initially as the difference between the fair value of the compound financial instrument as a
whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability
and equity components in proportion to their initial carrying amounts.



Subsequent to initial recognition,
the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The
equity component of a compound financial instrument is not remeasured subsequent to initial recognition.



Interest, dividends, losses and
gains relating to the financial liability are recognized in the statement of operations. On conversion, the financial liability
is reclassified to equity; no gain or loss is recognized on conversion.



| | 5. | CPI-linked financial liabilities that are not measured
at fair value
| | -- | --------------------------------------------------------------------



The value of CPI-linked financial
liabilities, which are not measured at fair value, is remeasured every period in accordance with the actual change in the CPI.



| | 6. | Share capital
| | -- | -------------



All shares are classified as equity.



Incremental costs directly attributable
to the issuance of shares and options are recognized as a deduction from equity, net of any tax effects.



| | D. | Property, plant and equipment and investment property
| | -- | -----------------------------------------------------



| | 1. | Recognition and measurement
| | -- | ---------------------------



Items of property, plant and equipment
and investment property are measured at cost less accumulated depreciation and accumulated impairment losses.



F-15









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



The cost of assets in respect of
which investment grants are received is stated net of the amount of the grant.



Cost includes expenditures that
are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and
direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use and the estimated
cost of dismantling and removing the item and restoring the site on which it is located, when such an obligation exists. Purchased
software that is integral to the functionality of the related equipment is capitalized as part of that equipment.



When parts of an item of property,
plant and equipment (including costs of major periodic inspections) have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.



Changes in the obligation to dismantle
and remove the items and to restore the site, on which they are located, other than changes deriving from the passage of time,
are added to or deducted from the cost of the asset in the period in which they are first calculated or changes occur. The amount
deducted from the cost of the asset shall not exceed the balance of the carrying amount, and any balance is recognized immediately
in the statement of operations.



Exchangeable CO2 cylinders
that are loaned to distributors and exchangeable CO2 cylinders that are used by the Group to facilitate the exchange
program are considered property, plant and equipment.



| | 2. | Subsequent costs
| | -- | ----------------



The cost of replacing components
of an item of property, plant and equipment and other subsequent costs are recognized in the carrying amount of property, plant
and equipment if it is probable that the future economic benefits embodied within them will flow to the Group and its cost can
be measured reliably. The carrying amount of the replaced item of property, plant and equipment is derecognized. The costs of the
day-to-day servicing of property, plant and equipment are recognized in the statement of operations as incurred.



| | 3. | Depreciation
| | -- | ------------



Depreciation is a systematic allocation
of the depreciable amount of an asset over its useful life. The depreciable amount is the cost of the asset less its residual value.



Items of property, plant and equipment
are depreciated from the date they are installed and are ready for use, or in respect of internally constructed assets, from the
date that the asset is complete and ready for use.



Depreciation is recognized in the
statement of operations (unless it is included in the cost of other asset) on a straight-line basis over the estimated useful lives
of each component of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term
and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land
is not depreciated. Leasehold improvements are amortized over the shorter of the lease period or the estimated useful life of the
improvements.



F-16









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



The estimated useful lives for
the current and comparative periods are as follows:





|- | Leasehold improvement          | the shorter of lease term or useful life
|- | ------------------------------ | ----------------------------------------
|- | Machinery and equipment        | 3-10      years                         
|- | Office furniture and equipment | 3-5        years                        
|- | Vehicles                       | 5-7        years                        
|- | Cylinders                      | 20-50    years                          
|- | Buildings                      | 50         years                        







Depreciation methods, useful lives
and residual values are reviewed at each financial year-end and adjusted if appropriate.



| | E. | Intangible assets
| | -- | -----------------



| | 1. | Goodwill
| | -- | --------



Goodwill that arises on the acquisition
of subsidiaries is presented within intangible assets. The Group recognizes goodwill at acquisition according to the fair value
of the consideration transferred, including any amounts recognized in respect of non-controlling interests in the acquiree, as
well as the fair value at the acquisition date of any pre-existing equity right of the acquirer in the acquiree, less the net recognized
amount (generally fair value) of the identifiable assets acquired and the liabilities assumed. The consideration transferred includes
the fair value of the assets transferred to the previous owners of the acquiree, the liabilities incurred by the acquirer to the
previous owners of the acquiree and equity instruments that were issued by the Company. In addition, the consideration transferred
includes the fair value of any contingent consideration. After the acquisition date, the Group recognizes changes in fair value
of the contingent consideration classified as financial liability in the statement of operations.



Subsequent measurement

Goodwill is measured at cost less
accumulated impairment losses.



| | 2. | Other intangible assets
| | -- | -----------------------



Other intangible assets that are
acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment
losses.



| | 3. | Subsequent expenditure
| | -- | ----------------------



Subsequent expenditure is capitalized
only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures,
including expenditures on internally generated goodwill and brands, are recognized in the statement of operations as incurred.



| | 4. | Amortization
| | -- | ------------



Amortization is a systematic allocation
of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset less its
residual value.



F-17









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



Amortization is recognized in the
statement of operations on a straight-line basis over the estimated useful lives of intangible assets from the date that they are
available for use. Goodwill and intangible assets that have an indefinite useful life are not systematically amortized but are
tested for impairment at least once a year.



The estimated useful lives for
the current and comparative periods are as follows:





|- | Software licenses  | 3-5 years             
|- | ------------------ | ----------------------
|- | Customer relations | 8 years               
|- | Technology         | 8 years               
|- | Trademarks         | 15 years or indefinite







Amortization methods, useful lives
and residual values are reviewed at each financial year-end and adjusted if appropriate.



The Group examines at least once
a year the useful life of an intangible asset that is not periodically amortized in order to determine whether events and circumstances
continue to support the decision that the intangible asset has an indefinite useful life.



| | F. | Leased assets
| | -- | -------------



Leases, under the terms of which
the Group assumes substantially all the risks and rewards of ownership, are classified as finance leases. Upon initial recognition,
the leased asset is measured and a liability is recognized at an amount equal to the lower of its fair value and the present value
of the minimum lease payments. Future payments for exercising an option to extend the lease from the Israel Lands Administration
are not recognized as part of an asset and corresponding liability since they constitute contingent lease payments that are derived
from the fair value of the land on the future dates of renewing the lease agreement. Subsequent to initial recognition, the asset
is accounted for in accordance with the accounting policy applicable to that asset.



Other leases are operating leases
and the leased assets are not recognized on the balance sheet.

When a lease includes both a
land component and a buildings component, each component is considered separately for the purpose of classifying the lease, with
the principal consideration regarding the classification of land being the fact that land normally has an indefinite useful life.



| | G. | Inventories
| | -- | -----------



Inventories are measured at the
lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out (FIFO) principle and includes
expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to
their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate
share of production overhead based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and selling expenses.



F-18









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | H. | Impairment
| | -- | ----------



| | 1. | Financial assets
| | -- | ----------------



A financial asset not carried at
fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is
impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition
of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated
reliably.



Objective evidence that financial
assets are impaired can include, among others, default or delinquency by a debtor, restructuring of an amount due to the Group
on terms that the Group would not otherwise consider, indications that a debtor will enter bankruptcy, adverse changes in the payment
status of borrowers, changes in the economic environment that correlate with insolvency of issuers or the disappearance of an active
market for a security.



The Group considers evidence of
impairment for receivables at each specific asset. All individually significant receivables are assessed for impairment. All individually
significant receivables found not to be impaired are then collectively assessed for any impairment that has been incurred but not
yet identified.



An impairment loss in respect of
a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value
of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in the
statement of operations and reflected in an allowance account against receivables.



Interest income on the impaired
assets is recognized using the interest rate that was used to discount the future cash flows for the purpose of measuring the impairment
loss.



Impairment losses on available-for-sale
financial assets are recognized by transferring the cumulative loss that has been recognized in other comprehensive income, and
presented in the fair value reserve in equity, to the statement of operations. The cumulative loss that is transferred from other
comprehensive income to the statement of operations is the difference between the acquisition cost, net of any principal repayment
and amortization, and the current fair value, less any impairment loss previously recognized in the statement of operations. Changes
in impairment provisions attributable to application of the effective interest method are reflected as a component of interest
income.



An impairment loss is reversed
if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets
measured at amortized cost and available-for-sale financial assets that are debt instruments, the reversal is recognized in the
statement of operations.



F-19









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | 2. | Non-financial assets
| | -- | --------------------



The carrying amounts of the Group’s
non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The Group
estimates, once a year and on the same date for each asset, or more frequently, if there are indications of impairment, the recoverable
amount of goodwill and intangible assets that have indefinite useful lives.



The recoverable amount of an asset
or cash-generating unit (hereinafter – CGU) is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment
testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or CGUs.



The Groups’ corporate assets
do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount
is determined for the CGU to which the corporate asset belongs.



An impairment loss is recognized
if the carrying amount of an asset or of a CGU exceeds its estimated recoverable amount. Impairment losses are recognized in the
statement of operations. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.



An impairment loss in respect of
goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting
date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change
in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no
impairment loss had been recognized.



| | I. | Employee benefits
| | -- | -----------------



| | 1. | Post-employment benefits
| | -- | ------------------------



The Group has a number of post-employment
benefit plans. The plans are usually financed by deposits with insurance companies or with funds managed by a trustee, and they
are classified as defined contribution plans and as defined benefit plans.



| | a. | Defined contribution plans
| | -- | --------------------------



A defined contribution plan is
a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or
constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an
expense in the statement of operations in the periods during which related services are rendered by employees.



F-20









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | b. | Defined benefit plans
| | -- | ---------------------



A defined benefit plan is a post-employment
benefit plan other than a defined contribution plan.



The Group’s net obligation
in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees
have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value,
and the fair value of any plan assets is deducted. The Group determines the net interest expense (income) on the net defined benefit
liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning
of the annual period to the net defined benefit liability.



The
discount rate is the yield at the reporting date on high quality corporate bonds or ongovernment debentures, as the case may be, that have maturity dates approximating the terms
of the Group’s obligations and that are denominated in the currency in which the benefits are expected to be paid.



The calculation is performed annually
by a qualified actuary using the projected unit credit method. When the calculation results in a net asset for the Group, the recognized
asset is limited to the present value of economic benefits available in the form of a refund from the plan or a reduction in future
contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum
funding requirements that apply to any plan in the Group. An economic benefit is considered available to the Group if it is realizable
during the life of the plan, or on settlement of the plan obligations.



Remeasurements arising from defined
benefit plans comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling
(if any, excluding interest). The Group recognizes them immediately, in other comprehensive income and all other expenses related
to defined benefit plans in employee benefit expenses in the statement of operations.



| | 2. | Other long-term benefits
| | -- | ------------------------



The
Group’s obligation in respect of long-term employee benefits other than post-employment benefit plans is the amount of future
benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to
determine its present value. The discount rate is the yield at the reporting date on high quality corporate bonds or ongovernment debentures, as the case may be,that have maturity dates approximating the terms of the Group’s obligations and that
are denominated in the same currency in which the benefits are expected to be paid. The calculation is based on the projected unit
credit method. Any actuarial gains or losses are recognized in the statement of operations as they occur.



F-21









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | 3. | Short-term benefits
| | -- | -------------------



Short-term employee benefit obligations
are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee
when the benefit is not accumulated.



A liability is recognized for the
amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive
obligation to pay this amount as a result of past events and a reliable estimate of the obligation can be made.



On the balance sheet, the employee
benefits are classified as short-term benefits or as other long-term benefits according to the time the liability is due to be
settled.



| | 4. | Termination benefits
| | -- | --------------------



Termination benefits are recognized
as an expense at the earlier of when the Group can no longer withdraw the offer of those benefits or when the Group recognizes
costs for a restructuring that involves the payment of termination benefits.



| | 5. | Share-based payment transactions
| | -- | --------------------------------



The grant date fair value of share-based
payment awards granted to employees is recognized as salary expense, with a corresponding increase in equity, over the period that
the employees become unconditionally entitled to the awards. The amount recognized as an expense in respect of share-based payment
awards that are conditional upon meeting service and non-market performance conditions is adjusted to reflect the number of awards
that are expected to vest. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based
payment awards is measured to reflect such conditions, and therefore the Group recognizes an expense in respect of the awards whether
or not the conditions have been met.



When the Company reduces the exercise
price of options granted during the vesting period, the incremental fair value granted, which is the difference between the fair
value of the re-priced options and the original options, both estimated as at the date of modification, is included in the measurement
of the amount recognized for services received over the period from the modification date until the date when the modified options
vest, in addition to the amount based on the grant date fair value of the original options, which is recognized over the remainder
of the original vesting period.



| | J. | Provisions
| | -- | ----------



A provision is recognized if,
as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability without taking in account the credit risk of the Group. The unwinding of the discount is recognized as
a financial expense.



F-22









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | 1. | Warranties
| | -- | ----------



A provision for warranties is recognized
when the underlying products are sold. The provision is based on historical warranty data and a weighting of all possible outcomes
against their associated probabilities.



| | 2. | Legal claims
| | -- | ------------



A provision for claims is recognized
if, as a result of a past event, the Group has a present legal or constructive obligation and it is more likely than not that an
outflow of economic benefits will be required to settle that obligation and the amount of obligation can be estimated reliably.



| | 3. | Right of return
| | -- | ---------------



A provision for estimated product
returns is recognized when there is an obligation to provide a refund upon the return of products (see also Note 3(K)).



| | 4. | Machinery and plant dismantling
| | -- | -------------------------------



A provision for machinery and plant
dismantling is recognized when there is a contractual obligation for such activities.



| | K. | Revenue
| | -- | -------



Revenue from the sale of goods
in the ordinary course of business is measured at the fair value of the consideration received or receivable, net of returns, trade
discounts and volume rebates. When the credit period is short and constitutes the accepted credit in the industry, the future consideration
is not discounted.



Revenue is recognized when persuasive
evidence exists (usually in the form of an executed sales agreement) that the significant risks and rewards of ownership have been
transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated
reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If
it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction
of revenue as the sales are recognized. The timing of the transfer of risks and rewards varies depending on the individual terms
of the sale agreement. For sales of products in domestic markets, transfer usually occurs when the product is received at the customer’s
warehouse, but for some international shipments transfer occurs upon loading the goods onto the relevant carrier.



The Group recognizes the supply
of exchangeable CO2 cylinders to customers, for which in certain circumstances, there is an obligation to provide a
refund upon their return, as a final sale. The amount of the refund varies by country and customer (retailer, distributor and end-consumer)
and may also change over time as market conditions vary in a particular country. As a result, a provision is recorded for estimated
returns based on historical return patterns of customers, and the refundable amounts are recorded as a reduction of revenue.



F-23









SodaStream International Ltd.



Notes to the Consolidated Financial Statements





Note 3 - Significant accounting policies
– (continued)



For customer loyalty programs
(often called "points"), the fair value of the consideration received or receivable in respect of the initial sale is
allocated between the award credits and the other components of the sale. The Group supplies all of the awards, being discounted
products, itself. The fair value of the awards credits is estimated based on the fair value of the products that can be acquired
in exchange of the points’ redemption, since the fair value of the award credits themselves is not directly observable. The
fair value of the right to purchase the discounted products is estimated taking into account the expected redemption rate and the
timing of such expected redemptions. Such amount is deferred and revenue is recognized only when the award credits are redeemed
and the Group has fulfilled its obligations to supply the discounted products. The amount of revenue recognized in those circumstances
is based on the number of award credits that have been redeemed, relative to the total number of award credits that is expected
to be redeemed. Deferred revenue is also released to revenue when it is no longer considered probable that the award credits will
be redeemed.



| | L. | Government grants
| | -- | -----------------



The Group has entered into an
approved investment program initiated by the State of Israel. Grants that compensate the Group for the cost of an asset are presented
as a deduction from the related assets and are recognized in the statement of operations on a systematic basis over the useful
life of the asset.



| | M. | Lease payments
| | -- | --------------



Payments made under operating
leases are recognized in the statement of operations on a straight-line basis over the term of the lease. Lease incentives received
are recognized as an integral part of the total lease expense, over the term of the lease.



Minimum lease payments made under
finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense
is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance
of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of
the lease when the lease adjustment is confirmed.



| | N. | Financial income and expenses
| | -- | -----------------------------



Financial income consists mainly
of interest income on funds invested and fair value gains of financial assets and liabilities at fair value through profit and
loss. Interest income is recognized as it accrues in the statement of operations using the effective interest method.



Financial expenses consist mainly
of borrowing costs, unwinding of the discount on provisions and deferred consideration, changes in the fair value of contingent
consideration in business combinations and fair value losses of financial assets and liabilities at fair value through profit and
loss. All borrowing costs are recognized in the statement of operations using the effective interest method.



In the statements of cash flow,
interest received is presented within cash flows from investing activities. Interest paid is presented within cash flows from operating
activities.



Foreign currency gains and losses
on financial assets and liabilities are reported on a net basis as either financial income or financial expenses depending on whether
foreign currency movements are in a net gain or net loss position.



F-24









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | O. | Income tax
| | -- | ----------



Income tax expense consists of
current and deferred tax expenses. Income tax expense is recognized in the statement of operations or is recognized directly in
equity or in other comprehensive income to the extent it relates to items recognized directly in equity or in other comprehensive
income, respectively.



Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment
to tax payable in respect of previous years.



A provision for uncertain tax
positions, including additional tax and interest expenses, is recognized when it is more probable than not that the Group will
have to use its economic resources to pay the obligation.



Deferred tax is recognized in
respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: differences on the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting
nor taxable profit or loss, differences relating to investments in subsidiaries to the extent that it is probable that they will
not reverse in the foreseeable future and differences arising on the initial recognition of goodwill. The measurement of deferred
tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected
to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted
by the reporting date.



A deferred tax asset is recognized
to the extent that it is probable that future taxable profits will be available against which it can be utilized. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit
will be realized.



Deferred tax in respect of intra-Group
transactions in the consolidated financial statements is recorded according to the tax rate applicable to the buying company.



Deferred tax assets and liabilities
are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes
levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.



The Group may be required to
pay additional tax if a dividend is distributed by Group companies. This additional tax was not included in the consolidated financial
statements since the Group’s policy is not to distribute a dividend that creates an additional tax liability for the Group.



| | P. | Net income per share
| | -- | --------------------



The Group presents basic and
diluted net income per share data. Basic net income per share is calculated by dividing the net income attributable to shareholders
of the Company by the weighted average number of shares outstanding during the year. Diluted net income per share is determined
by adjusting the net income attributable to shareholders and the weighted average number of shares outstanding for the effects
of all dilutive potential shares, which consist of shares issuable upon the conversion of convertible loans or the exercise of
options granted to employees or other options.



F-25









SodaStream International Ltd.



Notes to the Consolidated Financial Statements



Note 3 - Significant accounting policies
– (continued)



| | Q. | Segment reporting
| | -- | -----------------



An operating segment is a component
of the Group that engages in business activities from which it may earn revenues and incur expenses. All operating segments’
operating results are reviewed regularly by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated
to the segment and assess its performance, and for which discrete financial information is available.



| | R. | New standards and interpretations not yet adopted
| | -- | -------------------------------------------------



A number of new standards, amendments
to standards and interpretations are not yet in effect for the year ended December 31, 2012 and have not been applied in preparing
these consolidated financial statements:



| | 1. | IFRS 9 (2010), Financial Instruments
| | -- | ------------------------------------

IFRS 9 (2010) replaces the requirements
included in IAS 39 regarding the classification and measurement of financial assets and financial liabilities.



In accordance with IFRS 9 (2010),
there are two principal categories for measuring financial assets: amortized cost and fair value, with the basis of classification
for debt instruments being the entity’s business model for managing financial assets and the contractual cash flow characteristics
of the financial asset. In addition, investments in equity instruments are measured at fair value with changes in fair value being
recognized in profit or loss. Nevertheless, IFRS 9 (2010) allows an entity on the initial recognition of an equity instrument not
held for trading to elect irrevocably to present fair value changes in the equity instrument in other comprehensive income where
no amount so recognized is ever classified to profit or loss at a later date. IFRS 9 (2010) generally preserves the instructions
regarding classification and measurement of financial liabilities that are provided in IAS 39. Nevertheless, unlike IAS 39, IFRS
9 (2010) requires as a rule that the amount of change in the fair value of financial liabilities designated at fair value through
profit or loss, other than loan grant commitments and financial guarantee contracts, attributable to changes in the credit risk
of the liability, be presented in other comprehensive income, with the remaining amount being included in profit or loss.



IFRS 9 (2010) is effective for
annual periods beginning on or after January 1, 2015 but may be applied earlier, subject to providing disclosure and at the same
time adopting other IFRS amendments as specified in the standard. IFRS 9 (2010) is to be applied retrospectively other than in
a number of exceptions as indicated in the transitional provisions included in IFRS 9 (2010).



The Group is assessing the effects
of adopting IFRS 9(2010) on its financial statements.



F-26











SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 3 - Significant accounting policies
– (continued)



| | 2. | A new suite of accounting standards on consolidation of financial statements, joint arrangements
and disclosure of involvement with other entities
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------



IFRS 10, Consolidated Financial
Statements

IFRS 10 introduces a new single
control model for determining whether an investee should be consolidated, which is to be implemented with respect to all investees.
According to IFRS 10, de facto power is to be considered when assessing control, which means that the existence of effective control
of an investee will require consolidation. In addition, when assessing the existence of control, all substantive potential voting
rights will be taken into account, and not only potential voting rights that are currently exercisable.



The requirements of IAS 27 will
continue to be valid only for separate financial statements.



IFRS 11, Joint Arrangements

IFRS 11 classifies joint arrangements
as joint operations or as joint ventures on the basis of the rights and obligations of the parties to the arrangement. Joint ventures,
which are all the joint arrangements structured in a separate vehicle in which the parties with joint control have rights to the
net assets of the joint arrangement, shall only be accounted for using the equity method (the option to apply the proportionate
consolidation method has been eliminated). In addition, IFRS 11 amends IAS 28 Investments in Associates. The amendment eliminates
the existing requirement to remeasure the existing or retained interest in the investment to fair value at a transition from significant
influence to joint control and vice versa, and provides that IFRS 5 applies to an investment, or a portion of an investment, that
meets the criteria to be classified as held for sale.



IFRS 12, Disclosure of Involvement
with Other Entities

IFRS 12 contains extensive disclosure
requirements for entities that have interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities.



The suite of standards is applicable
retrospectively for annual periods beginning on or after January 1, 2013 (other than certain relief in the transitional provisions).



In the opinion of the Group, application
of the suite of standards will not have a material effect on the financial statements.



| | 3. | IFRS 13, Fair Value Measurement
| | -- | -------------------------------



IFRS 13 replaces the fair value
measurement guidance that currently appears in various IFRSs. For this purpose, it defines fair value and provides measurement
and disclosure guidance. Nevertheless, IFRS 13 does not introduce new fair value measurement requirements, but explains how to
measure fair value when such measurement is required by other IFRSs. IFRS 13 is applied when fair value measurements or disclosures
are required or permitted by other IFRSs.



IFRS 13 is applicable prospectively
for annual periods beginning on or after January 1, 2013. The disclosure requirements of IFRS 13 need not be applied in comparative
information for periods before initial application. The Group is assessing the effects of adopting IFRS 13 on its financial statements.



F-27







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 3 - Significant accounting policies
– (continued)



| | 4. | Amendment to IAS 1, Presentation of Financial Statements
| | -- | --------------------------------------------------------



The amendment to IAS 1 changes
the presentation of items of other comprehensive income (hereinafter – OCI) in the financial statements, so that items of
OCI that may be reclassified to profit or loss in the future, would be presented separately from those that would never be reclassified
to profit or loss.



The amendment to IAS 1 is applicable
retrospectively for annual periods beginning on or after July 1, 2012.



| | 5. | Amendment to IFRS 7, Financial Instruments: Disclosures
| | -- | -------------------------------------------------------



The amendment to IFRS 7 contains
new disclosure requirements for financial assets and liabilities that are offset in the statement of financial position; or are
subject to master netting agreements or similar agreements.



The amendment to IFRS 7 is applicable
retrospectively for annual periods beginning on or after January 1, 2013.



| | 6. | Amendment to IAS 32, Financial Instruments: Presentation
| | -- | --------------------------------------------------------



The amendment to IAS 32 clarifies
that an entity currently has a legally enforceable right to set-off amounts that were recognized if that right is not contingent
on a future event; and it is enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy
of the entity and all its counterparties.



The amendment to IAS 32 is applicable
retrospectively for annual periods beginning on or after January 1, 2014. Early application of the amendment to IAS 32 is permitted
subject to the concurrent application of the amendment to IFRS 7.



The amendment to IAS 32 is not
expected to have a material effect on the Group’s financial statements.



Note 4 - Determination of fair values



A number of the Group’s
accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities.
Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable,
further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.



| | A. | Trade and other receivables
| | -- | ---------------------------



The fair value of trade and other
receivables is estimated at the present value of future cash flows, discounted at the market rate of interest at the measurement
date. Short-term receivables with no stated interest rate are measured at the original invoice amount if the effect of discounting
is immaterial. Fair value is determined at initial recognition and, for disclosure purposes, at each annual reporting date.



F-28







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 4 - Determination of fair values
– (continued)



| | B. | Derivative financial instruments
| | -- | --------------------------------



The fair value of forward exchange
contracts is based on their quoted price, if available. If a quoted price is not available, then fair value is estimated by discounting
the difference between the contractual forward price and the current forward price for the residual maturity of the contract using
interest curves appropriate for measuring derivative financial instruments that are based on short-term LIBOR interest rates and
long-term interest rate swaps.



The fair value of interest rate
swaps is based on bank/broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based
on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. Fair
values reflect the credit risk of the instrument and include adjustment to take account of the credit risk of the Group entity
and the counterparty when appropriate.



For further information regarding
the fair value hierarchy, see Note 24.



| | C. | Non-derivative financial liabilities
| | -- | ------------------------------------



Non-derivative financial liabilities
are measured at fair value, at initial recognition, and for disclosure purposes, at each annual reporting date. Fair value is calculated
based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement
date. In respect of the liability component of convertible loans, the market rate of interest is determined by reference to the
market terms of similar liabilities that do not have a conversion option. For finance leases, the market rate of interest is determined
by reference to similar lease agreements. Trade and other payables with no stated interest rate are measured at the original invoice
amount if the effect of discounting is immaterial.



| | D. | Share-based payment transactions
| | -- | --------------------------------



The fair value of employee options
is measured using the Black-Scholes formula. Measurement inputs include share price on the measurement date, the exercise price
of the instrument, expected volatility (based on the weighted average historic volatility of comparable companies over the expected
term of the options), expected life of the instruments (based on averaging the vesting schedule of the options and the contractual
term), expected dividends, and the risk-free interest rate (based on government bonds, denominated in the applicable currency and
with a remaining life equal to the expected life of the options). Service and non-market performance conditions attached to the
transactions are not taken into account in determining fair value.



| | E. | Loyalty points
| | -- | --------------



The fair value of loyalty points,
granted through a customer loyalty program, is estimated based on the fair value of the discounted products that can be acquired
in exchange of the points’ redemption, since the fair value of the award credits themselves is not directly observable. The
fair value of the loyalty points takes into account the amount of the discount not available to customers that have not earned
the loyalty points and reflects the expected redemption rate and the timing of such expected redemptions (see also Note 3(K)).



F-29







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 4 - Determination of fair values
– (continued)



| | F. | Inventories
| | -- | -----------



The fair value of inventories
acquired in a business combination is determined based on the estimated selling price in the ordinary course of business less the
estimated costs of completion and selling expense, and a reasonable profit margin based on the effort required to complete and
sell the inventories.



| | G. | Property, plant and equipment
| | -- | -----------------------------



The fair value of property, plant
and equipment recognized as a result of a business combination is based on market values. The market value of property, plant and
equipment is the estimated amount for which a fixed asset could be exchanged on the date of valuation between a willing buyer and
a willing seller in an arm’s length transaction wherein the parties each acted knowledgeably.



| | H. | Intangible assets
| | -- | -----------------



The fair value of patents and
trademarks acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a
result of the patent or trademark being owned. The fair value of customer relationships acquired in a business combination is determined
using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets
that are part of creating the related cash flows.



The fair value of other intangible
assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.



| | I. | Contingent consideration in business combinations
| | -- | -------------------------------------------------



The fair value of contingent
consideration is calculated at the time of the business combination using the income approach based on the expected payment amounts
and their associated probabilities (i.e., probability-weighted). When the contingent consideration is long-term in nature, the
liability is discounted to present value using the market interest rate at the reporting date. In subsequent periods, the fair
value of contingent consideration classified as a financial liability is measured in the same manner at each reporting date.



| | J. | Available-for-sale financial assets
| | -- | -----------------------------------



The fair value of available-for-sale
financial assets is calculated based on a valuation technique that includes the discounted cash flow method, using expected future
cash flows and an accepted market discount rate.



Note 5 - Financial risk management



Overview



The Group has exposure to the
following risks from its use of financial instruments:



| | · | credit risk
| | - | -----------

| | · | liquidity risk
| | - | --------------

| | · | market risk (including currency, interest and other market
price risks)
| | - | -----------------------------------------------------------------------



F-30







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 5 - Financial risk management –
(continued)



This note presents information
about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring
and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these
consolidated financial statements.



The Group’s
risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and
controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities. The Group, through its training and management standards, aims to
develop a disciplined and constructive control environment in which all employees understand their roles and obligations.



Risk management framework



The Board of Directors has overall
responsibility for the establishment and oversight of the Group’s risk management framework.



The Company established an economic
department in charge of risk management in three primary levels: currency, interest and commodity.



The Group’s strategy is
to minimize its exposure to currency risk by using derivative instruments, mainly plain vanilla options, and, on a minor basis,
combined put purchases and call sales, referred to as "cylinders". The Group's tendency is not to enter into derivative
transactions that can increase its exposure and not to protect immaterial activity amounts. The Group does not enter into derivative
transactions for trading or speculative purposes.



Credit risk



Credit risk is the risk of financial
loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises
principally from the Group’s receivables from customers.



The Group’s exposure to
credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer
base, including the default risk of the industry and country, in which customers operate, has less of an influence on credit risk.



The Group’s exposure to
credit risk relates to trade receivables is further disclosed in Note 24.



The Group has established a credit
policy under which each new customer is analyzed individually for creditworthiness before the Group’s standard payment and
delivery terms and conditions are offered. The Group’s review includes external ratings, when available, and in some cases
bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring
specific approval from the management. These limits are reviewed periodically. The majority

of the balances are secured by
letters of credit, bank guarantees or insurance. Customers that fail to meet the Group’s benchmark creditworthiness may transact
with the Group only on a prepayment basis.



The Group establishes an allowance
for impairment that represents its estimate of incurred losses in respect of trade receivables. The main component of this allowance
is a specific loss component that relates to individual exposures. All individually significant receivables found not to be impaired
are collectively assessed for any impairment that has been incurred but not identified.



F-31







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 5 - Financial risk management –
(continued)



Liquidity risk



Liquidity risk is the risk that
the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering
cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.



The Group ensures that it has
sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations;
this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In
addition, the Group maintains a secured line of credit in the amount of $9.7 million with certain Israeli banks. To the extent
such line of credit is utilized, interest is payable at a rate of LIBOR (or Prime, with respect to credit lines denominated in
NIS) plus between 110 and 600 basis points.



Market risk



Market risk is the risk that
changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value of
its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimizing the return.



The Group buys and sells derivative
financial instruments in order to manage market risks. Generally, the Group seeks to moderate its exposure to market risks and
manage volatility in the statement of operations.



Currency risk



The Group is exposed to currency
risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities,
primarily the USD and the Euro, but also the Australian Dollar (AUD), Swedish Krona (SEK), Swiss Francs (CHF), Sterling (GBP),
New Israeli Shekel (NIS), Canadian Dollar (CAD), South African Rand (ZAR), Danish Krona (DKK), Norwegian Krona (NOK) and New Zealand
Dollar (NZD).



The Group is primarily exposed
to fluctuations of the Euro and the NIS against the U.S. Dollar because revenue is primarily denominated in the U.S. Dollar and
the Euro. Significant material purchasing and production costs and operational expenses are denominated in the U.S. Dollar, Euro
and NIS.



The Group uses derivative instruments
in order to reduce the exposure to currency risks.



The Group’s investments
in subsidiaries are not covered by these derivative contracts, as these positions are considered to be long-term in nature.



Interest rate risk



The Group’s bank deposits
and bank overdrafts are subject to fluctuating interest rates, which depend on the loan period and the currency involved. Management
closely monitors the Group’s interest rate exposures on an on-going basis.



Capital management



The Board of Directors’
policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development
of the business.



F-32







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 6 - Operating segments



The Group’s segment performance
is assessed periodically by the Group’s management and reported to the Board of Directors, which acts as the Group’s
CODM. These segments are represented by geographical regions. Each region has similar characteristics relevant to the Group business
and usually includes several markets in which it sells its products. The sales of the Group products in the markets are managed
either by wholly owned subsidiaries or by external third-party distributors. The reported performance of these markets is provided
periodically and consolidated in the Group's headquarters for the purpose of presentation to the CODM.



The Company identified four reportable
segments that are the main areas in which the Group operates, which are set forth below:



| | - | the Americas
| | - | ------------

| | - | Western Europe
| | - | --------------

| | - | Asia-Pacific
| | - | ------------

| | - | Central and Eastern Europe, Middle East and Africa
| | - | --------------------------------------------------



Segment information



Segment information is based
on the geographical location of customers as reported to the CODM. CODM business decisions are primarily based on the market data
of the various markets in which the Group operates. The data received by the CODM consists of revenues from external customers
and contribution by market (before income tax). The operating segments’ accounting policy is identical to the accounting
policy applied in these financial statements. Inter-company transactions are not reported in the management reports and thus not
presented in the segment information. Assets and liabilities data is not reported in the operating segment information since it
is not reviewed by the CODM.



Segment results are calculated
in accordance with the management reports reported to the CODM and as follows:



| | 1. | For markets in which marketing is performed by third-party distributors, segment results represent
revenues from external customers, less direct cost of revenues and less advertising expenses for that market.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | For markets in which marketing is performed by the Group’s wholly owned subsidiaries, segment
results represent revenues from external customers, less direct cost of revenues and less other operating expenses (general and
administrative and sales and marketing expenses).
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Reconciliation to consolidated
financial statements



The reconciliation amounts include
all other operating and financial expenses that were not related directly to the Group’s sales and distribution activities
and were not included in the expenses allocation to specific segments in the reports to the CODM.



F-33







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 6 - Operating segments –
(continued)



| | A. | Information about reportable segments
| | -- | -------------------------------------



|                                            |  | Year ended December 31, 2012 |        
|------------------------------------------- |  | ---------------------------- | -------
|                                            |  |                              |        
|                                            |  |                              |        
|                                            |  |                              |        
|                                            |  |                              |        
|                                            |  | The Americas                 |        
|                                            |  | (in thousands)               |        
|                                            |  |                              |        
|Revenues                                    |  |                              | 157,705
|                                            |  |                              |        
|Reportable income  (loss) before income tax |  |                              | 8,565  
|Financial expenses (income), net            |  |                              | 1,898  
|Depreciation and amortization               |  |                              | 2,089  



External revenues from customers located
in Israel amounted to $10.4 million in the year ended December 31, 2012.



F-34







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 6 - Operating segments –
(continued)



|                                                |  | Year
    ended December 31, 2011 |       
|----------------------------------------------- |  | -------------------------------- | ------
|                                                |  |                                  |       
|                                                |  |                                  |       
|                                                |  |                                  |       
|                                                |  |                                  |       
|                                                |  | The
    Americas                 |       
|                                                |  | (in
    thousands)               |       
|Revenues                                        |  |                                  | 83,894
|                                                |  |                                  |       
|Reportable
    income  (loss) before income tax |  |                                  | 409   
|Financial
    expenses (income), net            |  |                                  | 1,165 
|Depreciation
    and amortization               |  |                                  | 1,105 



External revenues from customers located
in Israel amounted to $9.1 million in the year ended December 31, 2011.



F-35







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 6 - Operating segments –
(continued)



|                                           |  | Year ended December 31, 2010 |       
|------------------------------------------ |  | ---------------------------- | ------
|                                           |  |                              |       
|                                           |  |                              |       
|                                           |  |                              |       
|                                           |  |                              |       
|                                           |  | The Americas                 |       
|                                           |  | (in thousands)               |       
|Revenues                                   |  |                              | 40,945
|                                           |  |                              |       
|Reportable income (loss) before income tax |  |                              | (5,414
|Financial expenses (income), net           |  |                              | (861  
|Depreciation and amortization              |  |                              | 383   



External revenues from customers located
in Israel amounted to $10.5 million in the year ended December 31, 2010.



F-36







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 6 - Operating segments –
(continued)



| | B. | Reconciliations of reportable segment income before income tax and financial expenses
| | -- | -------------------------------------------------------------------------------------



Income before income tax



|                                                 |  | Year ended December 31 |        
|------------------------------------------------ |  | ---------------------- | -------
|                                                 |  | 2010                   |        
|                                                 |  | (in thousands)         |        
|                                                 |  |                        |        
|Reportable segments income before income tax     |  |                        | 27,630 
|Expenses not allocated to the operating segments |  |                        | (12,715
|                                                 |  |                        |        
|Consolidated income before income tax            |  |                        | 14,915 



Financial expenses (income),
net



|                                                                             |  | Year ended December 31 |       
|---------------------------------------------------------------------------- |  | ---------------------- | ------
|                                                                             |  | 2010                   |       
|                                                                             |  | (in thousands)         |       
|                                                                             |  |                        |       
|Reportable segments financial expenses (income), net                         |  |                        | (3,739
|Financial expenses (income), net not allocated to the operating
    segments |  |                        | 3,351 
|                                                                             |  |                        |       
|Consolidated financial expenses (income), net                                |  |                        | (388  



F-37







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 6 - Operating segments –
(continued)



| | C. | Entity level disclosures
| | -- | ------------------------



Information on geographical
segments



Information on the assets of
each geographical segment is detailed below. The information includes non-current assets data, of which the depreciated cost of
property, plant and equipment is allocated to each of the geographical segments and the intangible assets’ amortized cost
is not allocated to the geographical segments.



|                  |  |                |       |  |         |  |        |              |  |  | Central and |  |  |            |        |  |                |  |        |              | 
|----------------- |  | -------------- | ----- |  | ------- |  | ------ | ------------ |  |  | ----------- |  |  | ---------- | ------ |  | -------------- |  | ------ | ------------ | 
|                  |  |                |       |  |         |  |        |              |  |  | Eastern     |  |  |            |        |  |                |  |        |              | 
|                  |  |                |       |  |         |  |        |              |  |  | Europe,     |  |  |            |        |  |                |  |        |              | 
|                  |  |                |       |  | Western |  |        |              |  |  | Middle East |  |  | Reportable |        |  |                |  |        |              | 
|                  |  | The Americas   |       |  | Europe  |  |        | Asia-Pacific |  |  | and Africa  |  |  | Segments   |        |  | Reconciliation |  |        | Consolidated | 
|                  |  | (in thousands) |      
|                  |  |                |      
|December 31, 2012 |  |                | 9,703 |  |         |  | 16,520 |              |  |  | 3,571       |  |  |            | 47,112 |  |                |  | 76,906 |              | 
|December 31, 2011 |  |                | 5,244 |  |         |  | 10,787 |              |  |  | 2,281       |  |  |            | 28,122 |  |                |  | 46,434 |              | 
|December 31, 2010 |  |                | 2,382 |  |         |  | 11,078 |              |  |  | 1,294       |  |  |            | 13,200 |  |                |  | 27,954 |              | 



Reconciliation of geographical
segments of non-current assets:



|                                         |  | Year ended December 31 |       
|---------------------------------------- |  | ---------------------- | ------
|                                         |  | 2010                   |       
|                                         |  | (in thousands)         |       
|                                         |  |                        |       
|Geographical segments non-current assets |  |                        | 27,954
|Intangible assets                        |  |                        | 17,390
|Other non-current assets                 |  |                        | 1,836 
|Consolidated non-current assets          |  |                        | 47,180



Major customers

During 2012, a distributor, located
in Western Europe represented 10.8% of the total revenue of the Group (2011: a retail chain located in The Americas represented
12.4% of the total revenue of the Group; 2010: a distributor located in Western Europe represented 13.1% of the total revenue of
the Group).



F-38







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 6 - Operating segments –
(continued)



Information about products



|                                               |  | Year
    ended December 31 |        
|---------------------------------------------- |  | -------------------------- | -------
|                                               |  | 2010                       |        
|                                               |  | Revenues                   |        
|                                               |  | (in
    thousands)         |        
|                                               |  |                            |        
|Soda makers
    and exchangeable CO2 cylinders |  |                            | 87,177 
|Consumables                                    |  |                            | 113,352
|Other                                          |  |                            | 7,885  
|                                               |  |                            |        
|Total                                          |  |                            | 208,414



Note 7 – Acquisition of subsidiaries



Acquisition during the current reporting period



| | (1) | Purchase of the Nordic and Baltic distribution business
| | --- | -------------------------------------------------------



On January 2, 2012, the Group
purchased its Nordic and Baltic distribution business, and all related assets, from its exclusive distributor, Empire AB (hereinafter
– Empire).



The purchase of the Nordic and
Baltic distributing activity is expected to help the Group to capture higher margins on sales of its soda makers and portfolio
of consumable products and expand its presence throughout this region.



The change to direct distribution
in the Nordic and Baltic region increased the Group revenue by approximately $16 million in 2012.



The following summarizes the
major classes of consideration transferred, and the recognized amounts of assets acquired and liabilities assumed at the acquisition
date.



Consideration transferred



|                             |  | in thousands |       
|---------------------------- |  | ------------ | ------
|                             |  |              |       
|Cash                         |  |              | 9,758 
|Deferred payment             |  |              | 1,047 
|Set-off of trade receivables |  |              | 10,193
|Contingent consideration (1) |  |              | 1,294 
|                             |  |              |       
|Total                        |  |              | 22,292



| | (1) | The Group has agreed to pay Empire additional consideration consisting
of a 2% royalty on all net sales of the Group's home carbonation systems in Sweden, Denmark, Norway, Finland and the Baltic states
until the end of 2014. In no event shall the aggregate additional consideration exceed SEK 10 million ($1.5 million).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-39







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 7 – Acquisition of subsidiaries – (continued)



Identifiable assets acquired and liabilities assumed



In the notes to the financial
statement of the Group as of December 31, 2011, the Group included disclosure about the recognized amounts of assets acquired and
liabilities assumed at the acquisition date and about the goodwill that was recognized as a result of the acquisition. Following
the completion of the measurement, the Group retrospectively adjusted the recognized amounts of assets acquired and liabilities
assumed at the acquisition date and the goodwill that was recognized as a result of the acquisition.



|                                       |  | in thousands             |       
|-------------------------------------- |  | ------------------------ | ------
|                                       |  | As previously  disclosed |       
|Inventories                            |  |                          | 8,185 
|Property, plant and equipment          |  |                          | 3,337 
|Intangible assets                      |  |                          | 722   
|Other current liabilities              |  |                          | (377  
|Deferred tax liabilities               |  |                          | (140  
|                                       |  |                          |       
|Fair value of identifiable assets, net |  |                          | 11,727



The net cash flows used by the
Group as a result of the acquisition:



|          |  | in thousands |       
|--------- |  | ------------ | ------
|          |  |              |       
|Cash paid |  |              | (9,758



Goodwill



Goodwill was recognized as a
result of the acquisition as follows.



|                                      |  | in thousands            |        
|------------------------------------- |  | ----------------------- | -------
|                                      |  | As previously disclosed |        
|Total consideration transferred       |  |                         | 22,292 
|Fair value of identifiable net assets |  |                         | (11,727
|                                      |  |                         |        
|Goodwill recognized                   |  |                         | 10,565 



The goodwill is attributable
mainly to (i) the value of the going concern element of the Nordic and Baltic distributing activity, which represents the ability
of the established business to earn a higher rate of return on an assembled collection of net assets than would be expected if
those net assets had to be acquired separately, and (ii) the synergies that benefit the Company in connection with the acquired
distribution activity.



The total amount of goodwill
that is expected to be deductible for tax purposes is $5.6 million.



F-40







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 7 – Acquisition of subsidiaries – (continued)



Acquisition-related costs



The group incurred acquisition-related
costs of $65,000 related to external legal fees and due diligence costs. These costs were recognized in general and administrative
expenses in the Group's consolidated statement of operations during the year ended December 31, 2011.



| | (2) | Purchase of the Canadian distribution business
| | --- | ----------------------------------------------



On August 31, 2012, the Group
purchased its Canadian distribution business, and all related assets, from its exclusive distributor, Simply Ecological Products
Ltd (hereinafter – SEP).



The purchase of the Canadian
distributing activity is expected to accelerate the Group’s business expansion in the Canadian market.



The change to direct distribution
in Canada had no material effect on the Group’s revenue in 2012.



The following summarizes the
major classes of consideration transferred, and the recognized amounts of assets acquired and liabilities assumed at the acquisition
date.



Consideration transferred(1)



|                             |  | in thousands |      
|---------------------------- |  | ------------ | -----
|                             |  |              |      
|Cash                         |  |              | 1,196
|Set-off of trade receivables |  |              | 5,133
|                             |  |              |      
|Total                        |  |              | 6,329



| | (1) | The Group has agreed to pay SEP additional consideration based
on the Group's sales of the Group products in Canada until March 31, 2014. In no event shall the aggregate additional consideration
exceed CAD 1.5 million ($1.5 million). The value of the contingent consideration was considered to be immaterial.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Identifiable assets acquired and liabilities assumed



|                                       |  | in thousands |      
|-------------------------------------- |  | ------------ | -----
|                                       |  |              |      
|Inventories                            |  |              | 5,921
|Other current assets                   |  |              | 284  
|Property, plant and equipment          |  |              | 22   
|Intangible assets                      |  |              | 101  
|Other current liabilities              |  |              | (11  
|Deferred tax liabilities               |  |              | (7   
|                                       |  |              |      
|Fair value of identifiable assets, net |  |              | 6,310



F-41







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 7 – Acquisition of subsidiaries – (continued)



The net cash flows used by the
Group as a result of the acquisition:



|          |  | in thousands |       
|--------- |  | ------------ | ------
|          |  |              |       
|Cash paid |  |              | (1,196



Goodwill



Goodwill was recognized as a
result of the acquisition as follows.



|                                      |  | in thousands |       
|------------------------------------- |  | ------------ | ------
|                                      |  |              |       
|Total consideration transferred       |  |              | 6,329 
|Fair value of identifiable net assets |  |              | (6,310
|                                      |  |              |       
|Goodwill recognized                   |  |              | 19    



Acquisition-related costs



The group incurred acquisition-related
costs of $76,000 related to external legal fees and due diligence costs. These costs were recognized in general and administrative
expenses during 2012.



F-42







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 8 - Property, plant and equipment



|                                         |  |                       |       |   |           |  |      |                         |  |  |               |   |  |        |        |   | Office    |  |        |           |  |  |          |   |  |       |       
|---------------------------------------- |  | --------------------- | ----- | - | --------- |  | ---- | ----------------------- |  |  | ------------- | - |  | ------ | ------ | - | --------- |  | ------ | --------- |  |  | -------- | - |  | ----- | ------
|(in thousands)                           |  | Land and buildings(1) |       |   | Leasehold |  |      | Machinery and equipment |  |  | furniture and |   |  |        |        |   |           |  |        |           | 
|                                         |  | Cost                  |       |   | Grants    |  |      | improvements            |  |  | Cost          |   |  | Grants |        |   | equipment |  |        | Cylinders |  |  | Vehicles |   |  | Total |       
|Cost                                     |  |                       |       |   |           |  |      |                         |  |  |               |   |  |        |        |   |           |  |        |           |  |  |          |   |  |       |       
|Balance as of January 1, 2011            |  |                       | 618   |   |           |  | -    |                         |  |  | 8,663         |   |  |        | 41,202 |   |           |  | (3,094 | )         |  |  | 10,656   |   |  |       | 12,535
|Acquisition through business combination |  |                       | -     |   |           |  | -    |                         |  |  | 102           |   |  |        | 490    |   |           |  | -      |           |  |  | 90       |   |  |       | -     
|Other additions                          |  |                       | 1,828 |   |           |  | -    |                         |  |  | 2,048         |   |  |        | 14,458 |   |           |  | (87    | )         |  |  | 2,301    |   |  |       | -     
|Disposals                                |  |                       | -     |   |           |  | -    |                         |  |  | (53           | ) |  |        | (365   | ) |           |  | -      |           |  |  | (741     | ) |  |       | -     
|Transfer from inventories                |  |                       | -     |   |           |  | -    |                         |  |  | -             |   |  |        | -      |   |           |  | -      |           |  |  | -        |   |  |       | 2,133 
|Effect of changes in exchange rates      |  |                       | -     |   |           |  | -    |                         |  |  | (10           | ) |  |        | (102   | ) |           |  | -      |           |  |  | 34       |   |  |       | 21    
|Balance as of December 31, 2011          |  |                       | 2,446 |   |           |  | -    |                         |  |  | 10,750        |   |  |        | 55,683 |   |           |  | (3,181 | )         |  |  | 12,340   |   |  |       | 14,689
|Acquisition through business combination |  |                       | -     |   |           |  | -    |                         |  |  | -             |   |  |        | -      |   |           |  | -      |           |  |  | 124      |   |  |       | 1,706 
|Other additions                          |  |                       | 4,422 |   |           |  | (594 | )                       |  |  | 1,786         |   |  |        | 19,744 |   |           |  | -      |           |  |  | 3,045    |   |  |       | 5,592 
|Disposals                                |  |                       | (721  | ) |           |  | -    |                         |  |  | -             |   |  |        | (260   | ) |           |  | -      |           |  |  | (4       | ) |  |       | -     
|Transfer from inventories                |  |                       | -     |   |           |  | -    |                         |  |  | -             |   |  |        | -      |   |           |  | -      |           |  |  | -        |   |  |       | 3,492 
|Effect of changes in exchange rates      |  |                       | 5     |   |           |  | -    |                         |  |  | 43            |   |  |        | 73     |   |           |  | -      |           |  |  | 71       |   |  |       | 479   
|Balance as of December 31, 2012          |  |                       | 6,152 |   |           |  | (594 | )                       |  |  | 12,579        |   |  |        | 75,240 |   |           |  | (3,181 | )         |  |  | 15,576   |   |  |       | 25,958
|Accumulated depreciation                 |  |                       |       |   |           |  |      |                         |  |  |               |   |  |        |        |   |           |  |        |           |  |  |          |   |  |       |       
|Balance as of January 1, 2011            |  |                       | 28    |   |           |  | -    |                         |  |  | 6,553         |   |  |        | 28,504 |   |           |  | (2,997 | )         |  |  | 8,921    |   |  |       | 2,248 
|Depreciation for the year                |  |                       | 30    |   |           |  | -    |                         |  |  | 320           |   |  |        | 2,502  |   |           |  | (26    | )         |  |  | 1,467    |   |  |       | 546   
|Disposals                                |  |                       | -     |   |           |  | -    |                         |  |  | (53           | ) |  |        | (365   | ) |           |  | -      |           |  |  | (741     | ) |  |       | -     
|Transfer from inventories                |  |                       | -     |   |           |  | -    |                         |  |  | -             |   |  |        | -      |   |           |  | -      |           |  |  | -        |   |  |       | 136   
|Reclassification                         |  |                       | -     |   |           |  | -    |                         |  |  | (488          | ) |  |        | 304    |   |           |  | 184    |           |  |  | -        |   |  |       | -     
|Effect of changes in exchange rates      |  |                       | -     |   |           |  | -    |                         |  |  | (2            | ) |  |        | (10    | ) |           |  | -      |           |  |  | (64      | ) |  |       | (75   
|Balance as of December 31, 2011          |  |                       | 58    |   |           |  | -    |                         |  |  | 6,330         |   |  |        | 30,935 |   |           |  | (2,839 | )         |  |  | 9,583    |   |  |       | 2,855 
|Depreciation for the year                |  |                       | 43    |   |           |  | -    |                         |  |  | 1,090         |   |  |        | 4,471  |   |           |  | (34    | )         |  |  | 1,993    |   |  |       | 758   
|Disposals                                |  |                       | (36   | ) |           |  | -    |                         |  |  | -             |   |  |        | -      |   |           |  | -      |           |  |  | (4       | ) |  |       | -     
|Effect of changes in exchange rates      |  |                       | 1     |   |           |  | -    |                         |  |  | 18            |   |  |        | 36     |   |           |  | -      |           |  |  | 61       |   |  |       | 129   
|Balance as of December 31, 2012          |  |                       | 66    |   |           |  | -    |                         |  |  | 7,438         |   |  |        | 35,442 |   |           |  | (2,873 | )         |  |  | 11,633   |   |  |       | 3,742 
|Carrying amounts                         |  |                       |       |   |           |  |      |                         |  |  |               |   |  |        |        |   |           |  |        |           |  |  |          |   |  |       |       
|As of January 1, 2011                    |  |                       | 590   |   |           |  | -    |                         |  |  | 2,110         |   |  |        | 12,698 |   |           |  | (97    | )         |  |  | 1,735    |   |  |       | 10,287
|As of December 31, 2011                  |  |                       | 2,388 |   |           |  | -    |                         |  |  | 4,420         |   |  |        | 24,747 |   |           |  | (342   | )         |  |  | 2,759    |   |  |       | 11,835
|As of December 31, 2012                  |  |                       | 6,086 |   |           |  | (594 | )                       |  |  | 5,141         |   |  |        | 39,798 |   |           |  | (308   | )         |  |  | 3,943    |   |  |       | 22,216



(1) Including investment property
with carrying amounts of $690,000 and $589,000 as of December 31, 2011 and January 1, 2011, respectively.



Depreciation of machinery equipment
(cost and grants), cylinders and vehicles is charged to cost of revenues. Depreciation of other categories of property, plant and
equipment is charged to departments that utilize the relevant assets, primarily in cost of revenues and general and administrative
expenses.



F-43







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 8 - Property, plant and equipment – (continued)



| | A. | Property,
plant and equipmentunder finance leases
| | -- | -------------------------------------------------



The Group leases certain property,
plant and equipment under a number of finance lease agreements. Certain of these leases provide the Group with the option to purchase
the vehicles at a beneficial price. As of December 31, 2012, the net carrying amount of the leased land and buildings, leased machinery
and equipment and leased vehicles is $3.5 million (2011: $1.7 million), $162,000 (2011: $193,000) and $28,000 (2011: $35,000),
respectively.



| | B. | Property,
plant and equipmentfully depreciated and still in use
| | -- | ---------------------------------------------------------------



The Group has assets that have
been fully depreciated and are still in use. As of December 31, 2012, the original cost of such assets is $39 million (2011: $40
million).



F-44







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 9 - Intangible assets



|(in thousands)                           |  | Trademarks,  |        |   |          |  |        |       | 
|---------------------------------------- |  | ------------ | ------ | - | -------- |  | ------ | ----- | 
|                                         |  | patents      |        |   |          |  |        |       | 
|                                         |  | and other    |        |   |          |  |        |       | 
|                                         |  | intellectual |        |   |          |  |        |       | 
|                                         |  | property(1)  |        |   | Software |  |        | Total | 
|Cost                                     |  |              |        |   |          |  |        |       | 
|                                         |  |              |        |   |          |  |        |       | 
|Balance as of January 1, 2011            |  |              | 33,673 |   |          |  | 5,655  |       | 
|Acquisition through business combination |  |              | 7,397  |   |          |  | 21     |       | 
|Other additions                          |  |              | 108    |   |          |  | 1,387  |       | 
|Disposal                                 |  |              | -      |   |          |  | (192   | )     | 
|Effect of changes in exchange rates      |  |              | (30    | ) |          |  | 71     |       | 
|Balance as of December 31, 2011          |  |              | 41,148 |   |          |  | 6,942  |       | 
|Acquisition through business combination |  |              | 12,964 |   |          |  | 281    |       | 
|Other additions                          |  |              | 451    |   |          |  | 3,555  |       | 
|Disposal                                 |  |              | (319   | ) |          |  | (13    | )     | 
|Effect of changes in exchange rates      |  |              | 1,127  |   |          |  | 94     |       | 
|Balance as of December 31, 2012          |  |              | 55,371 |   |          |  | 10,859 |       | 
|                                         |  |              |        |   |          |  |        |       | 
|Accumulated amortization                 |  |              |        |   |          |  |        |       | 
|                                         |  |              |        |   |          |  |        |       | 
|Balance as of January 1, 2011            |  |              | 17,472 |   |          |  | 4,466  |       | 
|Amortization for the year                |  |              | 462    |   |          |  | 475    |       | 
|Disposal                                 |  |              | -      |   |          |  | (192   | )     | 
|Reclassification                         |  |              | (64    | ) |          |  | 64     |       | 
|Effect of changes in exchange rates      |  |              | (11    | ) |          |  | 60     |       | 
|Balance as of December 31, 2011          |  |              | 17,859 |   |          |  | 4,873  |       | 
|Amortization for the year                |  |              | 488    |   |          |  | 1,114  |       | 
|Disposal                                 |  |              | (164   | ) |          |  | -      |       | 
|Effect of changes in exchange rates      |  |              | 8      |   |          |  | 74     |       | 
|Balance as of December 31, 2012          |  |              | 18,191 |   |          |  | 6,061  |       | 
|                                         |  |              |        |   |          |  |        |       | 
|Carrying amounts                         |  |              |        |   |          |  |        |       | 
|As of January 1, 2011                    |  |              | 16,201 |   |          |  | 1,189  |       | 
|As of December 31, 2011                  |  |              | 23,289 |   |          |  | 2,069  |       | 
|As of December 31, 2012                  |  |              | 37,180 |   |          |  | 4,798  |       | 



| | (1) | Other intellectual property includes mainly goodwill, customer relations and technology.
| | --- | ----------------------------------------------------------------------------------------

Amortization of intangible assets
is charged to the departments which utilize the relevant assets (i.e., cost of revenues, sales and marketing expenses or general
and administrative expenses).



F-45







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 9 - Intangible assets – (continued)



Intangible assets with indefinite
useful life



The Group has intangible assets
with indefinite useful life. Indefinite-lived intangible assets principally comprise those trademarks for which there is no foreseeable
limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life
given the strength and durability of our brands and the level of marketing support. Brands that are classified as indefinite-lived
have been in the market for many years, and the nature of the industry we operate in is such that brand obsolescence is not common,
if appropriately supported by advertising and marketing spend. As of December 31, 2012, the carrying amount of such assets is $15
million (2011: $15 million).



Note 10 - Inventories



|                                  |  |  | As of December 31 |    
|--------------------------------- |  |  | ----------------- | ---
|                                  |  |  | 2011              |    
|                                  |  |  | (in thousands)    |    
|                                  |  |  |                   |    
|Raw materials and work in process |  |  | 37,060            |    
|Finished goods                    |  |  | 32,667            | (*)
|Refill cylinder stock             |  |  | 6,898             | (*)
|                                  |  |  |                   |    
|Total                             |  |  | 76,625            |    



(*) Reclassified.



During the year 2012, the write-down
of inventories to net realizable value amounted to $3.3 million (2011: $1.0 million). The write-down is included in cost of revenues.



Note 11 - Other receivables



|                           |  | As of December 31 |       
|-------------------------- |  | ----------------- | ------
|                           |  | 2011              |       
|                           |  | (in thousands)    |       
|                           |  |                   |       
|VAT refundable             |  |                   | 5,384 
|Income tax prepayments     |  |                   | 3,280 
|Custom prepayments         |  |                   | 4,106 
|Prepayment for investments |  |                   | 2,076 
|Advances to suppliers      |  |                   | 988   
|Prepaid expenses and other |  |                   | 4,230 
|                           |  |                   |       
|Total                      |  |                   | 20,064



(*) Reclassified.



F-46







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 12 - Cash and cash equivalents and bank deposits



| | A. | Cash and cash equivalents
| | -- | -------------------------



|                  |  | As of December 31 |       
|----------------- |  | ----------------- | ------
|                  |  | 2011              |       
|                  |  | (in thousands)    |       
|                  |  |                   |       
|Bank balances     |  |                   | 7,786 
|Bank deposits (1) |  |                   | 26,983
|                  |  |                   |       
|Total             |  |                   | 34,769



| | (1) | Bank deposits
| | --- | -------------



|             |  |          |  |  |                       |             | As of December 31 | 
|------------ |  | -------- |  |  | --------------------- | ----------- | ----------------- | 
|             |  |          |  |  |                       |             | 2011              | 
|             |  |          |  |  |                       |             | (in thousands)    | 
|             |  | Currency |  |  | nominal interest rate |             |                   | 
|             |  |          |  |  | (December 31, 2012)   |             |                   | 
|Bank deposit |  | €        |  |  |                       |             |                   | 
|Bank deposit |  | NIS      |  |  |                       |             |                   | 
|Bank deposit |  | $        |  |  |                       | 0.54%-0.72% |                   | 
|             |  |          |  |  |                       |             |                   | 
|Total        |  |          |  |  |                       |             |                   | 



| | B. | Bank deposits
| | -- | -------------



|             |  |          |  |  |                       |  |  | As of December 31 | 
|------------ |  | -------- |  |  | --------------------- |  |  | ----------------- | 
|             |  |          |  |  |                       |  |  | 2011              | 
|             |  |          |  |  |                       |  |  | (in thousands)    | 
|             |  | Currency |  |  | nominal interest rate |  |  |                   | 
|             |  |          |  |  | (December 31, 2012)   |  |  |                   | 
|Bank deposit |  | €        |  |  |                       |  |  |                   | 
|             |  |          |  |  |                       |  |  |                   | 
|Total        |  |          |  |  |                       |  |  |                   | 



The Group’s exposure to
currency risk and impairment losses related to cash and cash equivalents is disclosed in Note 24.



F-47







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 13 - Capital and reserves



| | A. | Share capital
| | -- | -------------



|                                     |  | Ordinary Shares (1) |       
|------------------------------------ |  | ------------------- | ------
|In thousands of shares               |  | 2011                |       
|On issue at January 1                |  |                     | 18,447
|                                     |  |                     |       
|Share issuance (1)                   |  |                     | 1,200 
|                                     |  |                     |       
|Exercise of RSU(2)                   |  |                     | -     
|                                     |  |                     |       
|Exercise of employee options (3)     |  |                     | 416   
|                                     |  |                     |       
|On issue at December 31              |  |                     | 20,063
|                                     |  |                     |       
|Authorized (4)                       |  |                     | 54,000
|                                     |  |                     |       
|In thousands of USD                  |  |                     |       
|Issued and fully paid on December 31 |  |                     | 3,238 



| | (1) | On April 14, 2011, the Company issued 1,200,000 ordinary shares (in its follow-on offering) at
a price of $43.50 per share. The gross proceeds from the issuance were $52.2 million. Incremental costs directly attributable to
the issuance of shares (including underwriting discounts and commissions) amounted to $4.3 million and were recognized as a deduction
from equity.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | In October 2012, a former shareholder of a subsidiary exercised 20,807 RSUs of the total 41,614
RSUs granted to him as part of the consideration for the shares of the subsidiary. As a result, an amount of $750,000 was transferred
to equity from other current liabilities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | See Note 27.
| | --- | ------------



| | (4) | Par value NIS 0.645 each.
| | --- | -------------------------



Shareholders’ rights



Holders of ordinary shares are
entitled to participate equally in the payment of cash dividends and in stock dividend distributions. Each ordinary share is entitled
to one vote on all matters to be voted on by shareholders.



Shares reserved for share
option plan



See Note 27.



F-48







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 13 - Capital and reserves – (continued)



| | B. | Translation reserve for foreign operations
| | -- | ------------------------------------------



The translation reserve consists
of all foreign currency differences arising from the translation of the financial statements of foreign operations.



Note 14 - Loans and borrowings



|                   |  | As of December 31 |      
|------------------ |  | ----------------- | -----
|                   |  | 2011              |      
|                   |  | (in thousands)    |      
|                   |  |                   |      
|Secured bank loans |  |                   | 4,006
|                   |  |                   |      
|Total              |  |                   | 4,006



The revolving
credit facilities were not utilized as of December 31, 2012 and December 31, 2011.



Pledges and guarantees



The Group has agreed not to pledge
or charge and not to undertake to pledge or charge its assets (“negative pledge”), following agreements with financial
institutions regarding the receipt of certain bank services, including loans and credit facilities.



Note 15 - Employee benefits



Employee benefits
include post-employment benefits, other long-term benefits, short-term benefits and share-based payments.



The Group’s liability for
employee severance benefits in respect of its Israeli employees is in accordance with the Israeli Severance Pay Law – 1963
(hereinafter – the Severance Law). For employment periods from July 2010 onwards, with respect to most of its Israeli employees,
the Company has a defined contribution plan for which under Section 14 of the Severance Law, contributions to the plan are in lieu
of payments of severance pay. For employment periods before July 2010, with respect to its Israeli employees, and for employment
periods after July 2010 regarding some of its Israeli employees, the Group has defined benefit plans for which it makes contributions
to central severance pay funds and appropriate insurance policies. The Company has an additional reserve deposited in the Company's
name in a recognized compensation fund.Withdrawal of the reserve
monies is contingent upon fulfillment of detailed provisions in the Severance Law.



Some of the
non-Israeli subsidiaries calculate an actuarial obligation regarding post-employment benefits according to the local defined benefit
plans employees are entitled to.



Other long-term
benefits consist of seniority grant obligations.



Short-term benefits consist of
salary and related expenses and liability for holiday pay.



For information
regarding share-based payments, see Note 27.



F-49







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------



Note 15 - Employee benefits – (continued)



|                                              |  | December 31    |       
|--------------------------------------------- |  | -------------- | ------
|                                              |  | 2011           |       
|                                              |  | (in thousands) |       
|Post-employment benefits                      |  |                |       
|Present value of funded obligations           |  |                | 5,996 
|Less fair value of plan assets                |  |                | (5,034
|Recognized liability for defined benefit plan |  |                | 962   
|                                              |  |                |       
|Other long-term benefits                      |  |                |       
|Liability for seniority grant obligations     |  |                | 475   
|                                              |  |                |       
|Short-term benefits                           |  |                |       
|Salary and related expenses                   |  |                | 6,009 
|Liability for holiday pay                     |  |                | 1,850 
|Total short-term benefits                     |  |                | 7,859 
|                                              |  |                |       
|Total employee benefits                       |  |                | 9,296 



|                                            |  | December 31    |      
|------------------------------------------- |  | -------------- | -----
|                                            |  | 2011           |      
|                                            |  | (in thousands) |      
|Presented under the following items:        |  |                |      
|Other current liabilities                   |  |                | 7,859
|Employee benefits (non-current liabilities) |  |                | 1,497
|Other receivables (non-current assets)      |  |                | (60  
|                                            |  |                |      
|Total                                       |  |                | 9,296



F-50







SodaStream International Ltd.



|Notes to the Consolidated Financial Statements
|----------------------------------------------





Note 15 - Employee benefits – (continued)



| | A. | Post-employment benefit plans – defined benefit
plan
| | -- | ----------------------------------------------------



| | 1. | Movement in the present value of the defined benefit
obligations
| | -- | ----------------------------------------------------------------



|                                                                   |  | 2011           |       |   | 2012 | 
|------------------------------------------------------------------ |  | -------------- | ----- | - | ---- | 
|                                                                   |  | (in thousands) |      
|Defined benefit obligations as of January 1                        |  |                | 5,920 |   |      | 
|Additions through business combination                             |  |                | 362   |   |      | 
|Benefits paid by the plan                                          |  |                | (538  | ) |      | 
|Current service costs and interest costs (see below)               |  |                | 544   |   |      | 
|Changes in respect of foreign exchange differences                 |  |                | (55   | ) |      | 
|Remeasurements:                                                    |  |                |       |   |      | 
|- Experience adjustments                                           |  |                | (391  | ) |      | 
|- Actuarial (gains) losses from changes in demographic assumptions |  |                | (25   | ) |      | 
|- Actuarial (gains) losses from changes in financial assumptions   |  |                | 179   |   |      | 
|                                                                   |  |                |       |   |      | 
|Defined benefit obligations as of December 31                      |  |                | 5,996 |   |      | 



| | 2. | Movement in plan assets
| | -- | -----------------------



|                                                   |  | 2011           |       |   | 2012 | 
|-------------------------------------------------- |  | -------------- | ----- | - | ---- | 
|                                                   |  | (in thousands) |      
|Fair value of plan assets as of January 1          |  |                | 5,409 |   |      | 
|Contributions paid into the plan                   |  |                | 331   |   |      | 
|Benefits paid by the plan                          |  |                | (573  | ) |      | 
|Changes in respect of foreign exchange differences |  |                | (50   | ) |      | 
|Interest income                                    |  |                | 167   |   |      | 
|Return on plan assets, excluding interest income   |  |                | (250  | ) |      | 
|                                                   |  |                |       |   |      | 
|Fair value of plan assets as of December 31        |  |                | 5,034 |   |      | 



| | 3. | Expense recognized in the statement of operations
| | -- | -------------------------------------------------



|                                                       |  | Year ended December 31 |      
|------------------------------------------------------ |  | ---------------------- | -----
|                                                       |  | 2010                   |      
|                                                       |  | (in thousands)         |      
|Current service costs and foreign exchange differences |  |                        | 695  
|Net interest on net defined liability                  |  |                        | 17   
|Actuarial losses(*)                                    |  |                        | 483  
|                                                       |  |                        |      
|Total                                                  |  |                        | 1,195



(*)As noted in Note 2(F)(1),
due to immateriality, comparative figures were not restated.



F-51











SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 15 - Employee benefits – (continued)



| | 4. | Actual return on plan assets
| | -- | ----------------------------



|                             |  | Year ended December 31 |    
|---------------------------- |  | ---------------------- | ---
|                             |  | 2010                   |    
|                             |  | (in thousands)         |    
|Actual return on plan assets |  |                        | 315



| | 5. | Actuarial assumptions
| | -- | ---------------------



Principal actuarial assumptions
at the reporting date (expressed as weighted averages):





|                                    |  | 2010 |      |   | 2011 |  |      | 2012 | 
|----------------------------------- |  | ---- | ---- | - | ---- |  | ---- | ---- | 
|Discount rate as of December 31     |  |      | 3.62 | % |      |  | 2.95 | %    | 
|Future salary nominal increases (1) |  |      | 2.19 | % |      |  | 2.28 | %    | 





Assumptions regarding future
mortality are based on published statistics and mortality tables.



| | (1) | Based on management assessment.
| | --- | -------------------------------



| | 6. | Sensitivity analysis
| | -- | --------------------



The calculation of the defined
benefit obligation is sensitive to the assumptions set out above. The following table summarizes how the impact on the defined
benefit obligation at the end of the reporting period would have increased (decreased) as a result of a change in the respective
assumptions by half of a percent.



Defined benefit obligation



|                                |  | December 31, 2012 |     
|------------------------------- |  | ----------------- | ----
|                                |  | 0.5% increase     |     
|                                |  | (in thousands)    |     
|Discount rate                   |  |                   | (280
|Future salary nominal increases |  |                   | 47  



The above sensitivities are based
on the average duration of the benefit obligation determined at the reporting date and are applied to adjust the defined benefit
obligation for the assumption concerned.



| | 7. | Expected contributions in 2013
| | -- | ------------------------------



The Group expects $266,000 of
contributions to be paid to the funded defined benefit plan in 2013.



| | B. | Post-employment benefit plans - defined contribution
plan
| | -- | ---------------------------------------------------------



|                                                                     |  | Year ended December 31 |    
|-------------------------------------------------------------------- |  | ---------------------- | ---
|                                                                     |  | 2010                   |    
|                                                                     |  | (in thousands)         |    
|Amount recognized as expense in respect of defined contribution plan |  |                        | 450



F-52







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 16 - Provisions



|                                                   |  |                |     |  |            |  |     | Machinery       |  |  |              |  |  |       |      
|-------------------------------------------------- |  | -------------- | --- |  | ---------- |  | --- | --------------- |  |  | ------------ |  |  | ----- | -----
|                                                   |  | Legal          |     |  | Right of   |  |     | and plant       |  |  |              |  |  |       |      
|                                                   |  | claims (1)     |     |  | return (1) |  |     | dismantling (2) |  |  | Warranty (1) |  |  | Total |      
|                                                   |  | (in thousands) |    
|                                                   |  |                |     |  |            |  |     |                 |  |  |              |  |  |       |      
|Balance as of January 1, 2012                      |  |                | -   |  |            |  | 207 |                 |  |  | 514          |  |  |       | 190  
|Provision made during the period                   |  |                | 393 |  |            |  | -   |                 |  |  | -            |  |  |       | 1,027
|Provisions used during the period                  |  |                | -   |  |            |  | -   |                 |  |  | -            |  |  |       | (510 
|Provisions reversed during the period              |  |                | -   |  |            |  | (12 | )               |  |  | -            |  |  |       | -    
|Time value discount amortization                   |  |                | -   |  |            |  | -   |                 |  |  | 23           |  |  |       | -    
|Changes in respect of foreign exchange differences |  |                | 4   |  |            |  | 3   |                 |  |  | -            |  |  |       | 2    
|                                                   |  |                |     |  |            |  |     |                 |  |  |              |  |  |       |      
|Balance as of December 31, 2012                    |  |                | 397 |  |            |  | 198 |                 |  |  | 537          |  |  |       | 709  



(1) Current liability

(2) Non-current liability



Legal claims

See Note 25(A).



Right of return

The Group sells certain specific
products with an unlimited right of return that entitle customers to a refund. In the opinion of the management of the Company,
appropriate provisions have been included in the financial statement to cover the estimated refund obligations. The estimation
was based on previous experience and relevant management assumptions.



Machinery and plant dismantling

A provision was made based on the Group’s estimation
of dismantling costs related to one of the Israeli production plants.



Warranties

The Group provides a limited warranty (lifetime or
time limited) for products sold to customers.



Note 17 - Other current liabilities

|                                                  |  | As of December 31 |       
|------------------------------------------------- |  | ----------------- | ------
|                                                  |  | 2011              |       
|                                                  |  | (in thousands)    |       
|                                                  |  |                   |       
|Employees and payroll-related accruals            |  |                   | 7,859 
|Marketing accrual                                 |  |                   | 6,304 
|Professional advice                               |  |                   | 1,270 
|Contingent consideration in business combinations |  |                   | 585   
|Other                                             |  |                   | 5,053 
|                                                  |  |                   |       
|Total                                             |  |                   | 21,071



(*) Reclassified.





F-53







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 18 - Other income, net

|                                                       |  | For the year ended December 31 |    
|------------------------------------------------------ |  | ------------------------------ | ---
|                                                       |  | 2010                           |    
|                                                       |  | (in thousands)                 |    
|                                                       |  |                                |    
|Rental income                                          |  |                                | 164
|Capital gain on sales of property, plant and equipment |  |                                | 93 
|Other                                                  |  |                                | -  
|                                                       |  |                                |    
|Total other income                                     |  |                                | 257



Note 19 - General and administrative expenses



|                                          |  | For the year ended December 31 |       
|----------------------------------------- |  | ------------------------------ | ------
|                                          |  | 2010                           |       
|                                          |  | (in thousands)                 |       
|                                          |  |                                |       
|Wages and salaries                        |  |                                | 10,183
|Management agreement termination fee      |  |                                | 2,270 
|Communication and support costs           |  |                                | 2,225 
|Rental and building maintenance           |  |                                | 1,833 
|Professional advisors                     |  |                                | 1,011 
|Legal                                     |  |                                | 906   
|Audit & review(*)                         |  |                                | 644   
|Depreciation                              |  |                                | 995   
|Travel expenses                           |  |                                | 666   
|Other                                     |  |                                | 3,314 
|                                          |  |                                |       
|Total general and administrative expenses |  |                                | 24,047



(*) Reclassified.





F-54







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 20 - Sales and marketing expenses

|                                   |  | For the year ended December 31 |       
|---------------------------------- |  | ------------------------------ | ------
|                                   |  | 2010                           |       
|                                   |  | (in thousands)                 |       
|                                   |  |                                |       
|Wages and salaries                 |  |                                | 19,371
|Advertising and promotions         |  |                                | 27,841
|Distribution costs                 |  |                                | 13,277
|Commissions                        |  |                                | 3,138 
|Travel expenses                    |  |                                | 1,500 
|Storage expenses                   |  |                                | 3,235 
|Depreciation                       |  |                                | 1,280 
|Bad debt                           |  |                                | 366   
|Other                              |  |                                | 4,012 
|                                   |  |                                |       
|Total sales and marketing expenses |  |                                | 74,020



Note 21 - Financial expenses (income),
net

|                                                                                 |  | For the year ended December 31 |       
|-------------------------------------------------------------------------------- |  | ------------------------------ | ------
|                                                                                 |  | 2010                           |       
|                                                                                 |  | (in thousands)                 |       
|                                                                                 |  |                                |       
|Interest on financial liabilities measured at amortized cost                     |  |                                | 2,069 
|Time value discount amortization of provisions and other current liabilities (*) |  |                                | 22    
|Interest on bank balances and bank deposits                                      |  |                                | (188  
|Interest income from Tax Authorities, net                                        |  |                                | -     
|                                                                                 |  |                                |       
|Total interest expense (income), net                                             |  |                                | 1,903 
|                                                                                 |  |                                |       
|Bank charges                                                                     |  |                                | 554   
|Other                                                                            |  |                                | 44    
|Other financial expenses                                                         |  |                                | 598   
|                                                                                 |  |                                |       
|Foreign exchange differences, net                                                |  |                                | 2,702 
|Other                                                                            |  |                                | 187   
|Other financial income                                                           |  |                                | 2,889 
|                                                                                 |  |                                |       
|Total other financial expense (income), net                                      |  |                                | (2,291
|                                                                                 |  |                                |       
|Total financial expenses (income), net                                           |  |                                | (388  



(*) Reclassified.





F-55







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 22 - Income tax



| | A. | Details regarding the tax environment of the Group
| | -- | --------------------------------------------------



| | 1. | General
| | -- | -------



The Group subsidiaries are incorporated
in various countries where income is basically taxed at statutory rates. Certain subsidiaries benefit from tax incentives or are
subject to specific tax rulings.



The regular corporate tax rate
in Israel in 2012 is and in subsequent years will be 25% (2011: 24%; 2010: 25%). Tax incentives to the Israeli subsidiaries are
described below. Non-Israeli subsidiaries are taxed according to the tax laws in their respective country of residence.



| | 2. | Benefits under the Law for the Encouragement of Capital
Investments - 1959
| | -- | --------------------------------------------------------------------------



An Israeli subsidiary of the Company
was granted “Approved Enterprise” status in accordance with the Law for the Encouragement of Capital Investments –
1959 (hereinafter – the Encouragement Law).



According to the provisions of
the Encouragement Law, the subsidiary is entitled to tax benefits relating to investment programs that are governed by “Approved
Enterprise” certificates. The benefit period is generally limited to either a seven or a ten year period from the first year
that incremental taxable income is generated from the approved assets (such benefits are to be utilized within 12 years from the
commencement of operation of the investment program or 14 years from the year in which approval is granted, whichever is earlier).
However, any distribution in respect of previously exempted profits, whether by dividend or pursuant to liquidation or through
the repurchase of shares, is subject to the regular corporate tax rate that would have been applicable to it in the year the income
was produced if it had not been exempt from tax.



The benefits period of an investment
program that was approved in December 1999 ended at the end of the 2012 tax year. This investment program provided a tax exemption
on undistributed earnings derived from program assets for a period of ten years from the first year in which taxable income is
generated from the approved assets.



The operational phase of another
program, which is in the investment grant course and was approved in December 2005, has not yet commenced. The subsidiary will
be entitled to a grant for part of the approved investment. The benefit period for this program will be ten years (with a tax exemption
for two years and a reduced tax rate for eight more years) beginning in the first year the subsidiary has taxable income from the
approved assets.



The subsidiary’s income that
is not derived from assets eligible for reduced taxation benefits, as described above, is taxed at the regular corporate tax rate
in Israel as detailed above.



F-56







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 22 - Income tax – (continued)



On December 29, 2010, the Israeli
Parliament approved the Economic Policy Law for 2011-2012, which includes an amendment to the Encouragement Law (hereinafter –
the Amendment to the Law). The Amendment to the Law introduces new benefits for income generated by a Preferred Company through
its Preferred Enterprise (as such terms are defined in the Encouragement Law) effective as of January 1, 2011 and thereafter. Entities
can elect not to be included in the scope of the Amendment to the Law and to remain in the scope of the Encouragement Law prior
to the Amendment to the Law until the end of the benefits period.



The Amendment to the Law provides
that companies in certain development areas (including the area where the aforementioned Israeli subsidiary’s facility is
currently located) will be entitled to the grants track and that they will be entitled to receive benefits under this track and
under the tax benefits track at the same time. In addition, the existing tax benefit tracks were eliminated and instead two new
tax tracks were introduced, Preferred Enterprises and Special Preferred Enterprises, which mainly provide a uniform and reduced
tax rate for all of a company’s income entitled to benefits.



Furthermore, the Amendment to the
Law provides relief with respect to tax paid on a dividend received by an Israeli company from profits of an Approved or Privileged
Enterprise that was accrued during the benefits period according to the Encouragement Law prior to its amendment, if the company
distributing the dividend notifies the tax authorities by June 30, 2015 that it is applying the provisions of the Amendment to
the Law and the dividend is distributed after the date of the notice.



The abovementioned Israeli subsidiary
of the Company, whose enterprise is located in Development Area A, meets the conditions provided in the Amendment to the Law and
elected to be included in the scope of the Amendment to the Law.



| | B. | Composition of income tax expense
| | -- | ---------------------------------

|                                                  |  | Year ended December 31 |      
|------------------------------------------------- |  | ---------------------- | -----
|                                                  |  | 2010                   |      
|                                                  |  | (in thousands)         |      
|                                                  |  |                        |      
|Current tax expense (income)                      |  |                        |      
|Current period (1)                                |  |                        | 2,657
|Adjustments for prior periods, net (2)            |  |                        | (285 
|                                                  |  |                        | 2,372
|                                                  |  |                        |      
|Deferred tax expense (income)                     |  |                        |      
|Origination and reversal of temporary differences |  |                        | 222  
|Change in tax rate                                |  |                        | (299 
|                                                  |  |                        | (77  
|                                                  |  |                        |      
|Income tax expense                                |  |                        | 2,295



F-57







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 22 - Income tax – (continued)



|(1)                                                                                                                                                                                |  | Year ended December 31 |      
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | -----
|                                                                                                                                                                                   |  | 2010                   |      
|                                                                                                                                                                                   |  | (in thousands)         |      
|                                                                                                                                                                                   |  |                        |      
|Including amount of the benefit arising from a  previously unrecognized tax loss, tax credit or temporary difference of a prior period that was used to reduce current tax expense |  |                        | 2,265



| | (2) | Regarding year ended December 31, 2012 see Note 22(E).
| | --- | ------------------------------------------------------



| | C. | Reconciliation between the theoretical tax on the income before income tax and the income tax
expense:
| | -- | ------------------------------------------------------------------------------------------------------



|                                                                                                                   |  | Year ended December 31 |       
|------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | ------
|                                                                                                                   |  | 2010                   |       
|                                                                                                                   |  | (in thousands)         |       
|                                                                                                                   |  |                        |       
|Income before income tax                                                                                           |  |                        | 14,915
|                                                                                                                   |  |                        |       
|Primary tax rate of the Company                                                                                    |  |                        | 25    
|                                                                                                                   |  |                        |       
|Income tax using the Company’s primary tax rate                                                                    |  |                        | 3,729 
|                                                                                                                   |  |                        |       
|Additional tax (tax saving) in respect of:                                                                         |  |                        |       
|Different tax rate of foreign subsidiaries                                                                         |  |                        | (2,416
|Tax exempt income                                                                                                  |  |                        | -     
|Non-deductible expenses                                                                                            |  |                        | 48    
|Utilization of tax losses and benefits from prior periods for which deferred taxes were not recognized             |  |                        | (2,265
|Current year tax losses and benefits for which deferred taxes were not recognized                                  |  |                        | 1,498 
|Reversal of deferred taxes for tax losses and benefits from prior periods for which deferred taxes were recognized |  |                        | -     
|Taxes in respect of prior periods                                                                                  |  |                        | (285  
|Effect of change in tax rate                                                                                       |  |                        | (299  
|Other differences                                                                                                  |  |                        | 2,285 
|                                                                                                                   |  |                        |       
|Income tax expense                                                                                                 |  |                        | 2,295 



F-58







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 22 - Income tax – (continued)



| | D. | Deferred tax assets and liabilities
| | -- | -----------------------------------



| | 1. | Recognized deferred tax assets and liabilities
| | -- | ----------------------------------------------



Deferred
tax assets and liabilities are attributable to the following items:



|                                                                  |  |                |      |   |           |  |        |             |  |  |          |   |  |            |     |  |            |  |       | Tax        |  |  |       |  
|----------------------------------------------------------------- |  | -------------- | ---- | - | --------- |  | ------ | ----------- |  |  | -------- | - |  | ---------- | --- |  | ---------- |  | ----- | ---------- |  |  | ----- | -
|                                                                  |  |                |      |   |           |  |        |             |  |  |          |   |  | Carry-     |     |  |            |  |       | deductible |  |  |       |  
|                                                                  |  |                |      |   |           |  |        |             |  |  |          |   |  | forward    |     |  | Unrealized |  |       | provisions |  |  |       |  
|                                                                  |  |                |      |   | Property, |  |        |             |  |  |          |   |  | tax losses |     |  | intra-     |  |       | for        |  |  |       |  
|                                                                  |  |                |      |   | plant and |  |        |             |  |  | Employee |   |  | and        |     |  | Group      |  |       | product    |  |  |       |  
|                                                                  |  | Inventories    |      |   | equipment |  |        | Intangibles |  |  | benefits |   |  | deductions |     |  | profits    |  |       | returns    |  |  | Total |  
|                                                                  |  | (in thousands) |     
|Balance of deferred tax asset (liability) as of January 1, 2011   |  |                | -    |   |           |  | 390    |             |  |  | -        |   |  |            | 21  |  |            |  | 117   |            |  |  | 1,091 |  
|Business combinations                                             |  |                | (30  | ) |           |  | -      |             |  |  | (887     | ) |  |            | -   |  |            |  | 625   |            |  |  | -     |  
|Changes recognized in the statement of operations:                |  |                |      |   |           |  |        |             |  |  |          |   |  |            |     |  |            |  |       |            |  |  |       |  
|Origination and reversal of temporary differences                 |  |                | 30   |   |           |  | (18    | )           |  |  | 57       |   |  |            | 76  |  |            |  | (27   | )          |  |  | (356  | )
|Effect of change in tax rate                                      |  |                | -    |   |           |  | -      |             |  |  | -        |   |  |            | -   |  |            |  | -     |            |  |  | -     |  
|Changes recognized in other comprehensive income:                 |  |                |      |   |           |  |        |             |  |  |          |   |  |            |     |  |            |  |       |            |  |  |       |  
|Changes in respect of foreign exchange differences                |  |                | -    |   |           |  | -      |             |  |  | -        |   |  |            | -   |  |            |  | (8    | )          |  |  | -     |  
|Balance of deferred tax asset (liability) as of December 31, 2011 |  |                | -    |   |           |  | 372    |             |  |  | (830     | ) |  |            | 97  |  |            |  | 707   |            |  |  | 735   |  
|Business combinations                                             |  |                | -    |   |           |  | -      |             |  |  | (149     | ) |  |            | -   |  |            |  | -     |            |  |  | -     |  
|Changes recognized inthe statement of operations:                 |  |                |      |   |           |  |        |             |  |  |          |   |  |            |     |  |            |  |       |            |  |  |       |  
|Origination and reversalof temporary differences                  |  |                | (136 | ) |           |  | (3,019 | )           |  |  | 93       |   |  |            | 113 |  |            |  | 1,945 |            |  |  | 970   |  
|Effect of change in taxrate                                       |  |                | -    |   |           |  | -      |             |  |  | 24       |   |  |            | -   |  |            |  | -     |            |  |  | -     |  
|Changes recognized inother comprehensive income:                  |  |                |      |   |           |  |        |             |  |  |          |   |  |            |     |  |            |  |       |            |  |  |       |  
|Origination and reversalof temporarydifferences                   |  |                | -    |   |           |  | -      |             |  |  | -        |   |  |            | 35  |  |            |  | -     |            |  |  | -     |  
|Changes in respect of foreign exchange differences                |  |                | (3   | ) |           |  | 7      |             |  |  | (21      | ) |  |            | -   |  |            |  | 13    |            |  |  | -     |  
|Balance of deferred tax asset (liability) as of December 31, 2012 |  |                | (139 | ) |           |  | (2,640 | )           |  |  | (883     | ) |  |            | 245 |  |            |  | 2,665 |            |  |  | 1,705 |  
|Presented under assets                                            |  |                | 47   |   |           |  | 360    |             |  |  | -        |   |  |            | 21  |  |            |  | -     |            |  |  | 1,705 |  
|Presented under liabilities                                       |  |                | (186 | ) |           |  | (3,000 | )           |  |  | (883     | ) |  |            | 224 |  |            |  | 2,665 |            |  |  | -     |  



F-59







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements





Note 22 - Income tax – (continued)



| | 2. | Unrecognized deferred tax assets
| | -- | --------------------------------



Total accumulated tax losses
available for carry forward as of December 31, 2012 amounted to $35.6 million (2011: $40.6 million). Most of these tax losses do
not expire under current tax legislation. The Group has not recognized $6.8 million of the potential future tax benefits (2011:
$11.0 million) since it is not probable that future taxable profit will be available against which the Group can utilize the benefits
therefrom.



| | E. | Tax assessments
| | -- | ---------------



During 2012, the Group reached agreements
with the tax authorities in some of the jurisdictions in which the Group operates. Following the entry into such agreements, the
Group has adjusted the tax provision.



Tax authorities may have different interpretations
than the Group’s interpretations with regard to various tax issues. In the opinion of the Group’s management, appropriate
provisions have been included in the financial statements to cover estimated tax obligations.



Note 23 - Operational leases



The Group leases its headquarters facility,
manufacturing and distribution facilities, sales offices and vehicles under long-term non-cancelable operating leases, certain
of which provide for renewal options.



Leasing expenses for the year 2012 were
$6.5 million (2011: $4.7 million; 2010: $3.6 million).



Future minimum lease payments for all existing
long-term, non-cancelable operating leases as of December 31, 2012 are as follows:



|                    |  | (in thousands) |       
|------------------- |  | -------------- | ------
|                    |  |                |       
|2013                |  |                | 5,473 
|2014                |  |                | 3,754 
|2015                |  |                | 2,321 
|2016                |  |                | 1,915 
|2017                |  |                | 1,467 
|2018 and thereafter |  |                | 733   
|                    |  |                |       
|Total               |  |                | 15,663



F-60







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments



| | A. | Credit risk
| | -- | -----------



| | 1. | Exposure to credit risk
| | -- | -----------------------



The financial assets’ carrying amount represents
the maximum credit exposure. The Group’s maximum credit risk exposure, as of the reporting date, was as follows:



|                                        |  | December 31    |        
|--------------------------------------- |  | -------------- | -------
|                                        |  | 2011           |        
|                                        |  | (in thousands) |        
|                                        |  |                |        
|Cash and cash equivalents               |  |                | 34,769 
|Bank deposits                           |  |                | 39,485 
|Derivative financial instruments        |  |                | 322    
|Trade receivables                       |  |                | 58,452 
|Assets classified as available-for-sale |  |                | 837    
|                                        |  |                |        
|Total                                   |  |                | 133,865



| | 2. | Trade receivables
| | -- | -----------------



The Group's trade receivables
are composed mainly of different retailers or retailer groups in various countries. The Group’s management considers that
there is no significant concentration of credit risk.



The aging of trade receivables
at the reporting date was:



|                                      |  | December 31    |       
|------------------------------------- |  | -------------- | ------
|                                      |  | 2011           |       
|                                      |  | (in thousands) |       
|                                      |  |                |       
|Not past due                          |  |                | 46,973
|Past due 1-30 days                    |  |                | 6,656 
|Past due 31-90 days                   |  |                | 4,317 
|Past due more than 90 days            |  |                | 1,239 
|                                      |  |                | 59,185
|                                      |  |                |       
|Allowance for uncollected receivables |  |                | (733  
|                                      |  |                |       
|Total                                 |  |                | 58,452



F-61







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



Allowance for uncollected
receivables during the year:



|                                                                                  |  | December 31    |     
|--------------------------------------------------------------------------------- |  | -------------- | ----
|                                                                                  |  | 2011           |     
|                                                                                  |  | (in thousands) |     
|                                                                                  |  |                |     
|Balance as of January 1                                                           |  |                | 576 
|Provision for non-collection recognized as a cost in sales and marketing expenses |  |                | 399 
|Write-offs charged against the allowance                                          |  |                | (242
|                                                                                  |  |                |     
|Balance as of December 31                                                         |  |                | 733 



The maximum exposure to credit
risk for trade receivables at the reporting date by geographic region and currency is as follows:

|                   |  |          |        |  | As of December 31 | 
|------------------ |  | -------- | ------ |  | ----------------- | 
|                   |  | Currency |        |  | 2011              | 
|                   |  |          |        |  | (in thousands)    | 
|                   |  |          |        |  |                   | 
|United States      |  |          | Dollar |  |                   | 
|Euro countries (1) |  |          | €      |  |                   | 
|Israel             |  |          | NIS    |  |                   | 
|Switzerland        |  |          | CHF    |  |                   | 
|Australia          |  |          | AUD    |  |                   | 
|South Africa       |  |          | ZAR    |  |                   | 
|United Kingdom     |  |          | GBP    |  |                   | 
|Sweden             |  |          | SEK    |  |                   | 
|Denmark            |  |          | DKK    |  |                   | 
|Norway             |  |          | NOK    |  |                   | 
|Canada             |  |          | CAD    |  |                   | 
|New Zealand        |  |          | NZD    |  |                   | 
|Others             |  |          | Dollar |  |                   | 
|                   |  |          |        |  |                   | 
|Total              |  |          |        |  |                   | 



(1) Includes
Euro-zone countries and other countries that have sales denominated in Euros.



The Group’s most significant
customers’ balances are comprised as follows:



|           |  | Payment terms |    |  | As of December 31 | 
|---------- |  | ------------- | -- |  | ----------------- | 
|           |  | in days       |    |  | 2011              | 
|           |  |               |    |  | (in thousands)    | 
|           |  |               |    |  |                   | 
|Customer A |  |               | 30 |  |                   | 
|Customer B |  |               | 30 |  |                   | 
|Customer C |  |               | 60 |  |                   | 



F-62







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



The maximum exposure to credit
risk for trade receivables at the reporting date by type of counterparty was as follows:

|                    |  | As of December 31 |       
|------------------- |  | ----------------- | ------
|                    |  | 2011              |       
|                    |  | (in thousands)    |       
|                    |  |                   |       
|Wholesale customers |  |                   | 40,834
|Distributors        |  |                   | 17,037
|End-user customers  |  |                   | 581   
|                    |  |                   |       
|Total               |  |                   | 58,452



Credit enhancements



As of December 31, 2012, trade receivables of $73.2
million are insured by credit insurance (2011: $49.4 million).





F-63







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



| | B. | Liquidity risk
| | -- | --------------



The following tables present
the Group’s financial liabilities’ contractual payment schedule, including an estimate of interest payments. This disclosure
is based, where relevant, on interest rates and exchange rates as of the reporting date:



|                                                                   |  | December 31, 2012 |        
|------------------------------------------------------------------ |  | ----------------- | -------
|                                                                   |  | Carrying          |        
|                                                                   |  | amount            |        
|                                                                   |  | (in thousands)    |        
|                                                                   |  |                   |        
|Non-derivative financial liabilities                               |  |                   |        
|Trade payables                                                     |  |                   | 86,431 
|Other current liabilities                                          |  |                   | 20,968 
|Total non-derivative financial liabilities                         |  |                   | 107,399
|                                                                   |  |                   |        
|Derivative financial liabilities                                   |  |                   |        
|Derivative financial instruments that are not used
    for hedging |  |                   | 261    



|                                               |  | December
    31, 2011 |       
|---------------------------------------------- |  | --------------------- | ------
|                                               |  |                       |       
|                                               |  | Carrying              |       
|                                               |  | amount                |       
|                                               |  | (in
    thousands)    |       
|                                               |  |                       |       
|Non-derivative financial liabilities           |  |                       |       
|Trade payables                                 |  |                       | 47,383
|Other current liabilities                      |  |                       | 12,143
|Loans and borrowings                           |  |                       | 4,006 
|Total non-derivative financial
    liabilities |  |                       | 63,532

F-64







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



| | C. | Market risk
| | -- | -----------



| | 1. | Linkage and foreign currency risk
| | -- | ---------------------------------



| | i. | Exposure to linkage and foreign currency risk
| | -- | ---------------------------------------------



The Group's exposure to linkage and foreign
currency risk as of the reporting date was as follows:



|                                        |  | December 31, 2012 |       
|--------------------------------------- |  | ----------------- | ------
|                                        |  | (in thousands)    |       
|                                        |  | Dollar            |       
|                                        |  |                   |       
|Current assets                          |  |                   |       
|Cash and cash equivalents               |  |                   | 42,717
|Trade receivables                       |  |                   | 31,156
|Assets classified as available-for-sale |  |                   | -     
|Derivative financial                    |  |                   |       
|instruments                             |  |                   | 803   
|                                        |  |                   |       
|Total assets                            |  |                   | 74,676
|                                        |  |                   |       
|Current liabilities                     |  |                   |       
|Trade payables                          |  |                   | 19,067
|Other current liabilities               |  |                   | 12,844
|Derivative financial instruments        |  |                   | 261   
|                                        |  |                   |       
|Total liabilities                       |  |                   | 32,172
|                                        |  |                   |       
|Total assets (liabilities), net         |  |                   | 42,504





F-65







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



|                                        |  | December 31, 2011 |       
|--------------------------------------- |  | ----------------- | ------
|                                        |  | (in thousands)    |       
|                                        |  | Dollar            |       
|Current assets                          |  |                   |       
|Cash and cash equivalents               |  |                   | 11,690
|Bank deposits.                          |  |                   | -     
|Trade receivables                       |  |                   | 15,499
|Assets classified as available-for-sale |  |                   | -     
|Derivative financial instruments        |  |                   | -     
|                                        |  |                   |       
|Total assets                            |  |                   | 27,189
|                                        |  |                   |       
|Current liabilities                     |  |                   |       
|Loans and borrowings                    |  |                   | -     
|Trade payables                          |  |                   | 13,795
|Other current liabilities               |  |                   | 5,140 
|                                        |  |                   |       
|Total liabilities                       |  |                   | 18,935
|                                        |  |                   |       
|Total assets (liabilities), net         |  |                   | 8,254 



F-66







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



During 2012 and 2011, the Group held a
number of derivative contracts to offset specific risks resulting from a difference in the currency in which Group entities generate
their revenues and the currency in which part of the raw-material purchases are made.



As of December 31, 2012, the Group’s
notional investment in currency options is $71 million (2011: $45 million) with fair value of $542,000 (2011: $305,000).



Information regarding significant exchange
and spot rates applied during the year:



|      |  | Year ended December 31 |       
|----- |  | ---------------------- | ------
|      |  | 2011                   |       
|      |  | Annual change          |       
|      |  |                        |       
|1 EUR |  |                        | (3.30 
|1 NIS |  |                        | (7.12 
|1 CHF |  |                        | (0.40 
|1 AUD |  |                        | (0.28 
|1 ZAR |  |                        | (18.03
|1 GBP |  |                        | (0.37 
|1 SEK |  |                        | (2.78 
|1 DKK |  |                        | (2.94 
|1 NOK |  |                        | (2.83 
|1 CAD |  |                        | (2.29 
|1 NZD |  |                        | (0.51 



| | ii. | Sensitivity analysis
| | --- | --------------------



A strengthening or weakening
of the U.S. Dollar, as indicated below, against the following currencies as of December 31, 2012 would have increased (decreased)
equity and net income by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group
considered to be reasonably possible at the end of the reporting period. This analysis assumes that all other variables, in particular
interest rates, remain constant. The analysis is performed on the same basis for 2011:



|                  |  | December 31, 2012 |      
|----------------- |  | ----------------- | -----
|                  |  | Devaluation       |      
|                  |  | Equity            |      
|                  |  | (in thousands)    |      
|Change of 10% in: |  |                   |      
|EUR               |  |                   | (657 
|NIS               |  |                   | 3,225
|CHF               |  |                   | (82  
|AUD               |  |                   | (529 
|ZAR               |  |                   | (152 
|GBP               |  |                   | 54   
|SEK               |  |                   | (158 
|DKK               |  |                   | (192 
|NOK               |  |                   | (147 
|CAD               |  |                   | (81  
|NZD               |  |                   | (34  



F-67







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



|                  |  | December 31, 2011 |       
|----------------- |  | ----------------- | ------
|                  |  | Devaluation       |       
|                  |  | Equity            |       
|                  |  | (in thousands)    |       
|Change of 10% in: |  |                   |       
|EUR               |  |                   | (6,581
|NIS               |  |                   | 1,807 
|CHF               |  |                   | (188  
|AUD               |  |                   | (449  
|ZAR               |  |                   | (136  
|GBP               |  |                   | (428  



| | 2. | Interest rate risk
| | -- | ------------------



| | i. | Interest rate risk profile
| | -- | --------------------------



As of the reporting date, the interest rate profile
of the Group’s interest-bearing financial instruments was as follows:

|                          |  | December 31     |       
|------------------------- |  | --------------- | ------
|                          |  | 2011            |       
|                          |  | Carrying amount |       
|                          |  | (in thousands)  |       
|Fixed rate instruments    |  |                 |       
|Financial assets          |  |                 | 66,468
|                          |  |                 |       
|Variable rate instruments |  |                 |       
|Financial liabilities     |  |                 | (4,006



| | ii. | Cash flow sensitivity analysis for variable rate instruments
| | --- | ------------------------------------------------------------



As of December 31, 2012, the
Group has no variable rate instruments. As of December 31, 2011, a change of 1% in the absolute interest rates at the reporting
date would have increased (decreased) equity and net income by the amounts shown below. This analysis assumes that all other variables,
in particular foreign currency rates, remain constant.



|                     |  | December 31, 2011 |    
|-------------------- |  | ----------------- | ---
|                     |  | Equity            |    
|                     |  | (in thousands)    |    
|Increase in interest |  |                   | (40
|                     |  |                   |    
|Decrease in interest |  |                   | 40 



| | 3. | Fair value versus carrying amounts
| | -- | ----------------------------------



The carrying amounts of certain
financial assets and liabilities, including cash and cash equivalents, bank deposits, trade receivables, assets classified as available-for-sale,
derivative financial instruments, loans and borrowings, trade payables and other current liabilities are the same or proximate
to their fair value.



F-68







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



Interest rates used to determine fair value



|                                  |  | 2011 |             |  | 2012 | 
|--------------------------------- |  | ---- | ----------- |  | ---- | 
|                                  |  |      |             |  |      | 
|Derivative financial instruments: |  |      |             |  |      | 
|U.S. Dollar                       |  |      | 0.20%-0.42% |  |      | 
|€                                 |  |      | 0.68%-1.54% |  |      | 
|NIS                               |  |      | 2.43%-2.74% |  |      | 
|CHF                               |  |      | 0.03%-0.04% |  |      | 
|AUD                               |  |      | -           |  |      | 
|GBP                               |  |      | -           |  |      | 
|SEK                               |  |      | -           |  |      | 
|CAD                               |  |      | -           |  |      | 



Fair value hierarchy



The table below analyzes financial
instruments carried at fair value by the valuation method. The different levels have been defined as follows:



Level 1: quoted prices (unadjusted)
in active markets for identical instruments.

Level 2: inputs other than quoted
prices included within Level 1 that are observable, either directly or indirectly.

Level 3: inputs that are not
based on observable market data (unobservable inputs).



|                                        |  | December 31, 2012 |  
|--------------------------------------- |  | ----------------- | -
|                                        |  | Level 1           |  
|                                        |  | (in thousands)    |  
|                                        |  |                   |  
|Financial assets                        |  |                   |  
|                                        |  |                   |  
|Assets classified as available-for-sale |  |                   | -
|Derivative financial instruments        |  |                   | -
|                                        |  |                   |  
|Total assets                            |  |                   | -
|Financial liabilities                   |  |                   |  
|                                        |  |                   |  
|Other current liabilities               |  |                   | -
|Derivative financial instruments        |  |                   | -
|                                        |  |                   |  
|Total liabilities                       |  |                   | -



F-69







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 24 - Financial instruments –
(continued)



|                                        |  | December 31, 2011 |   
|--------------------------------------- |  | ----------------- | --
|                                        |  | Level 1           |   
|                                        |  | (in thousands)    |   
|                                        |  |                   |   
|Financial assets                        |  |                   |   
|Assets classified as available-for-sale |  |                   | - 
|Derivative financial instruments        |  |                   | 17
|                                        |  |                   |   
|Total assets                            |  |                   | 17
|                                        |  |                   |   
|Financial liabilities                   |  |                   | - 
|                                        |  |                   |   
|Total liabilities                       |  |                   | - 



Note 25 - Contingencies



Legal proceedings



From time to time, the Group
is a party to various legal proceedings (both as claimant and defendant) in the ordinary course of its business. In the opinion
of the management of the Company, which is based on, among other things, the opinion of its legal counsel, appropriate provisions
have been included in the financial statements (see Note 16), where warranted, to cover the exposure resulting from such claims.



Legal claims and proceedings
(excluding claims with no specified amount and excluding claims where the likelihood of an outflow of resources is considered to
be remote) amounted to $0.5 million as of December 31, 2012. The provision included in the financial statements for such legal
claims and proceedings totaled $0.4 million as of December 31, 2012.



The Group is also a party to
various personal injury claims, as a direct party or a third party, in which the amounts of the claims are not specified. These
claims are handled by the Group’s insurers.



F-70







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 26 - Net income per share



|                                                                |  | Year ended December 31 |       
|--------------------------------------------------------------- |  | ---------------------- | ------
|                                                                |  | 2010                   |       
|                                                                |  | (in thousands)         |       
|                                                                |  |                        |       
|Net income for the year ended December 31 - basic               |  |                        | 12,620
|Interest expense of convertible shareholders’ loans, net of tax |  |                        | 544   
|                                                                |  |                        |       
|Net income for the year ended December 31- diluted              |  |                        | 13,164
|                                                                |  |                        |       
|Weighted average shares outstanding at January 1                |  |                        | 6,259 
|Effect of conversion of shareholders’ loans                     |  |                        | 968   
|Effect of share issuance (1)                                    |  |                        | 791   
|Effect of employee options exercised (2)                        |  |                        | 7     
|Effect of other options exercised                               |  |                        | 1     
|                                                                |  |                        |       
|Weighted average shares outstanding at December 31 – basic      |  |                        | 8,026 
|                                                                |  |                        |       
|Effect of convertible shareholders’ loans                       |  |                        | 5,700 
|Effect of employee options (2)                                  |  |                        | 947   
|Effect of other options                                         |  |                        | 7     
|                                                                |  |                        |       
|Weighted average shares outstanding at  December 31 – diluted   |  |                        | 14,680
|                                                                |  |                        |       
|Net income per share (In $)                                     |  |                        |       
|Basic                                                           |  |                        | 1.57  
|Diluted                                                         |  |                        | 0.90  



(1) See Note 13(A)(1).

(2) See Note 27.



The value of the Company’s
shares for purposes of calculating the dilutive effect of options was based on the Company’s share valuation performed or
on the quoted market prices (following the IPO) for the period during which the options were outstanding.



F-71







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 27 - Share-based payments



In December 2007 and in October
2010, the Group established two employee share option plans (hereinafter – the 2007 Option Plan and the 2010 Option Plan,
respectively). The 2007 Option Plan and the 2010 Option Plan entitle key management personnel and senior employees to purchase
shares in the Company. The 2007 Option Plan and the 2010 Option Plan are intended to provide an incentive to retain employees and
to attract new employees that the Board of Directors determines provide services that are valuable to the Group. The administration
of the 2007 Option Plan and the 2010 Option Plan is under the responsibility of a committee appointed by the Board of Directors.



As of December 31, 2012, 2,084,988
ordinary shares remained available for issuance under our option plans of which options to purchase 1,643,025 ordinary shares had
been granted and were outstanding, including 20,807 options granted to a former shareholder of a subsidiary as part of the consideration
for the shares of the subsidiary.



The options, other than the options
granted as of February 23, 2012, will expire ten years after the date of grant if not exercised earlier. Options granted on or
after February 23, 2012 but prior to February 26, 2013, will expire prior to six years after the date of grant if not exercised
earlier. Options granted as of February 26, 2013 will expire five years after the date of grant if not exercised earlier.



Regarding the 2007 Option Plan,
and the 2010 Option Plan with respect to employees, normally, based on employment periods, one quarter of the options included
in each grant vest one year after the grant date, and the rest vest over the sequential three years, quarterly, in twelve equal
portions.



Regarding the 2010 Option Plan
with respect to grant to the CEO approved by the annual general meeting on December 20, 2012 (Long-Term Incentive Plan, hereinafter
- LTIP), based on employment periods, 135,000 of the options included in the aforementioned grant vest on January 1, 2014, and
315,000 of the options included in the aforementioned grant vest on December 31, 2015; the vesting on December 31, 2015 is subject
to achieving a performance condition of Weighted Revenue-EBITDA Measurement (as may be discounted) of at least 100%. The Weighted
Revenue-EBITDA Measurement is calculated as (a) 40% of the ratio between the Actual Cumulative Revenue and the Cumulative Revenue
Target; plus (b) 60% of the ratio between the Actual Cumulative EBITDA and the Cumulative EBITDA Target; and the result of (a)
plus (b), being multiplied by 100 (“Weighted Revenue-EBITDA Measurement”). In calculating the Weighted Revenue-EBITDA
Measurement: “Actual Cumulative Revenue” equals the aggregate annual revenue as reported in the Company’s annual
audited financial statements at the end of each of the years of 2012 through 2015 (inclusive), and includes all or part of 2016
if the LTIP’s term is extended; “Actual Cumulative EBITDA” equals the aggregate annual EBITDA as reported in
the Company’s disclosures at the end of each of the years 2012 through 2015 (inclusive), and includes all or part of 2016
if the LTIP’s term is extended; “Cumulative Revenue Target” equals the aggregate revenue included in the annual
budget as approved by the Company’s board of directors for the four years of 2012 through 2015 (inclusive); and “Cumulative
EBITDA Target” equals the aggregate EBITDA included in the annual budget as approved by the Company’s board of directors
for the four years of 2012 through 2015 (inclusive).



Regarding the 2010 Option Plan
with respect to non-employees (members of the Board of Directors), based on service providing periods, one third of the options
included in each grant vest one year after the grant date, and the rest vest over the sequential two years, annually, in two equal
portions.



F-72







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 27 - Share-based payments –
(continued)



The options were granted for
no consideration. The options are exercisable only during the period the option holder is employed or providing service to the
Group. Each option entitles the option holder to purchase one ordinary share of the company at the exercise price, which is, €1.61
for each share option granted until January 15, 2009; €4.84 for each share option granted after January 15, 2009 through February
28, 2010; €10.32 for each share option granted after February 28, 2010 through October 13, 2010; $20.00 for each share option
granted after October 13, 2010 through the IPO and NIS 0.645 or $31 - $41 (in general, the par value of the Company's shares or
the price of the Company's shares as of the respective grant date, as the case may be) for each share option granted thereafter.



The grants to employees and to
some non-employees are pursuant to section 102(b) of the Israeli Income Tax Ordinance (capital gain option). The grants to certain
non-employees are pursuant to section 3(i) of the Israeli Income Tax Ordinance (taxed as ordinary income).



Option holder’s rights
to purchase shares will be adjusted upon certain events described in the 2007 Option Plan or in the 2010 Option Plan, subject to
the approval of the applicable tax authority.



The terms and conditions of the
grants are as follows; all options are to be settled by physical delivery of shares:



|                      |  | Number of |           |  |                    | 
|--------------------- |  | --------- | --------- |  | ------------------ | 
|Options grant period  |  | options   |           |  | Vesting conditions | 
|                      |  |           |           |  | (1)                | 
|Quarter 4, 2007       |  |           | 660,211   |  |                    | 
|Quarter 1, 2008       |  |           | 92,470    |  |                    | 
|Quarter 2, 2008       |  |           | 90,332    |  |                    | 
|Quarter 3, 2008       |  |           | 147,816   |  |                    | 
|Quarter 4, 2008       |  |           | 82,171    |  |                    | 
|Quarter 1, 2009       |  |           | 8,616     |  |                    | 
|Quarter 3, 2009       |  |           | 34,109    |  |                    | 
|Quarter 4, 2009       |  |           | 29,457    |  |                    | 
|Quarter 1, 2010       |  |           | 26,356    |  |                    | 
|Quarter 2, 2010       |  |           | 94,186    |  |                    | 
|Quarter 4, 2010       |  |           | 727,450   |  |                    | 
|Quarter 3. 2011       |  |           | 63,000    |  |                    | 
|Quarter 4, 2011       |  |           | 183,000   |  |                    | 
|Quarter 1, 2012       |  |           | 40,400    |  |                    | 
|Quarter 2, 2012       |  |           | 9,000     |  |                    | 
|Quarter 3, 2012       |  |           | 97,500    |  |                    | 
|Quarter 4, 2012       |  |           | 457,500   |  |                    | 
|                      |  |           |           |  |                    | 
|Total options granted |  |           | 2,843,574 |  |                    | 



Contractual life of options granted until February 22, 2012
is ten years and contractual life of options granted thereafter is six years.



| | (1) | 25% - vests one year after grant date and an additional 6.25% vests at the end of each quarter beginning one year after the
grant date
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Fully vested at grant date.
| | --- | ---------------------------



F-73







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 27 - Share-based payments –
(continued)



| | (3) | 33.33% - vests one year after grant date and an additional 33.33% vests at the end of each year beginning one year after the
grant date.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Vests one year after the grant date.
| | --- | ------------------------------------



| | (5) | Vests three years after the grant date, subject to performance condition as detailed above.
| | --- | -------------------------------------------------------------------------------------------



| | (6) | Other than (1) – (5) above (mainly – quarterly-based, ten to12 quarters).
| | --- | -------------------------------------------------------------------------



| | A. | The number and weighted average exercise prices of
options are as follows:
| | -- | --------------------------------------------------------------------------



|                                                    |  | Number of options |           |   | Weighted average exercise price ($) | 
|--------------------------------------------------- |  | ----------------- | --------- | - | ----------------------------------- | 
|                                                    |  | 2010              |           |   | 2011                                | 
|Outstanding at January 1                            |  |                   | 1,057,968 |   |                                     | 
|                                                    |  |                   |           |   |                                     | 
|Forfeited and expired during the period(1)          |  |                   | (37,479   | ) |                                     | 
|                                                    |  |                   |           |   |                                     | 
|Exercised during the period                         |  |                   | (65,032   | ) |                                     | 
|                                                    |  |                   |           |   |                                     | 
|Granted during the period                           |  |                   | 847,992   |   |                                     | 
|                                                    |  |                   |           |   |                                     | 
|Outstanding at December 31                          |  |                   | 1,803,449 |   |                                     | 
|                                                    |  |                   |           |   |                                     | 
|Exercisable at December 31                          |  |                   | 822,924   |   |                                     | 
|                                                    |  |                   |           |   |                                     | 
|Weighted average remaining contractual life (years) |  |                   | 8.43      |   |                                     | 
|Weighted average contractual life (years)           |  |                   | 10.00     |   |                                     | 



(1) Including 3,128 options vested and
expired earlier due to employment termination during the year 2010.



The options outstanding at December 31,
2012 have an exercise price of NIS 0.645, €1.61, €4.84, €10.32, $20.00 and $31 - $41 (2011: NIS 0.645, €1.61,
€4.84, €10.32, $20.00 and $31 - $39; 2010: €1.61, €4.84, €10.32 and $20.00).



The weighted average share price at the
date of exercise for options exercised in 2012 was $38.97 (2011: $43.90; 2010: $29.46).



| | B. | Information on measurement of fair value of share-based
payment plans
| | -- | ---------------------------------------------------------------------



The grant date fair value of the options
granted through the employee share option plans was measured based on the Black-Scholes formula.



F-74







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 27 - Share-based payments –
(continued)



Expected volatility is estimated based
on the weighted average historic volatility of comparable companies over the expected term of the options. The expected life until
exercise date of the option is determined based on averaging the vesting schedule of the options and the contractual term, since
the Company was formed in 2007 and thus does not have a sufficient history of option exercises. The risk-free interest was determined
on the basis of AAA-rated Euro area central government bonds or on the basis of non-indexed linked U.S. Federal Reserve treasury
bonds (as applicable), with a remaining life equal to the expected life of the options.



The inputs used in the measurement of the
fair values at grant date of the share-based payment plans were as follows:



|                                                        |  | Year ended December 31 |            
|------------------------------------------------------- |  | ---------------------- | -----------
|                                                        |  | 2010                   |            
|                                                        |  |                        |            
|Average fair value at grant date (in USD)               |  |                        | 12.45      
|                                                        |  |                        |            
|The parameters used to calculate fair value:            |  |                        |            
|Share price (on grant date) (weighted average) (in USD) |  |                        | 19.38      
|Exercise price (weighted average) (in USD)              |  |                        | 17.22      
|Expected volatility (weighted average)                  |  |                        | 55%-86%    
|Option life (years)                                     |  |                        | 5.50 – 7.05
|Expected dividends                                      |  |                        | 0%         
|Risk-free interest rate                                 |  |                        | 0.60%-3.40%



| | C. | Remuneration expenses in respect of share-based payments
and additional details
| | -- | -------------------------------------------------------------------------------



The annual pre-vesting forfeiture rate
is 5% for management (including non-employees) and 15% for other employees based on the Company's assessment.



Remuneration expenses



|                                                                                              |  | Year ended December 31 |      
|--------------------------------------------------------------------------------------------- |  | ---------------------- | -----
|                                                                                              |  | 2010                   |      
|                                                                                              |  | (in thousands)         |      
|                                                                                              |  |                        |      
|Expenses arising from share-based payment  grants settled by the Company’s equity instruments |  |                        | 1,303



See Note 28 regarding options
that were granted to key management personnel.



F-75







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 28 - Related parties



| | A. | Key management personnel compensation
| | -- | -------------------------------------



In addition to their remuneration,
the Group also provides non-cash benefits (such as a vehicle) to key management personnel. Key management personnel are also entitled
to post-employment benefits (for which the Group contributes to a defined benefit plan on their behalf) and participate in the
Company’s share option plan (see Note 15 and Note 27, respectively).



Compensation to key management
personnel:



|                             |  | Year ended December 31 |  
|---------------------------- |  | ---------------------- | -
|                             |  | 2010(1)                |  
|                             |  | Number of              |  
|                             |  | people                 |  
|                             |  |                        |  
|                             |  |                        |  
|Short-term employee benefits |  |                        | 7
|Long-term employee benefits  |  |                        | -
|Post-employment benefits     |  |                        | 1
|Share-based payments         |  |                        | 7
|                             |  |                        |  
|Total                        |  |                        |  



(1) Excluding compensation paid
prior to the IPO to key management personnel that were not employed by the Company.



| | B. | Transactions with related parties
| | -- | ---------------------------------



|                                                    |  | Year ended December 31 |      
|--------------------------------------------------- |  | ---------------------- | -----
|                                                    |  | 2010                   |      
|                                                    |  | Value of transactions  |      
|                                                    |  | (in thousands)         |      
|                                                    |  |                        |      
|Related party                                       |  |                        |      
|                                                    |  |                        |      
|Parent company                                      |  |                        | 2,971
|                                                    |  |                        |      
|Party having significant influence over the Company |  |                        | 22   



There were no outstanding balances
regarding transactions with related parties as of December 31, 2012 and 2011.



Exculpation, insurance and
indemnification of key management personnel



The Group’s key management
personnel and directors are covered by a directors’ and officers’ liability insurance policy. In addition, the Company
has entered into agreements with each of its key management personnel and directors exculpating them, to the fullest extent permitted
by law, from liability to the Company for damages caused to the Company as a result of a breach of duty of care, and undertaking
to indemnify them to the fullest extent permitted by law. The maximum amount set forth in such agreement is (1) with respect to
indemnification in connection with a public offering of the Company’s securities, the gross proceeds raised by the Company
and/or any selling shareholder in such public offering, and (2) with respect to all permitted indemnification, including a public
offering of the Company’s securities, the greater of (a) an amount equal to 50% of the shareholders’ equity on a consolidated
basis, based on the Company's recent financial statements made publicly available before the date on which the indemnity payment
is made and (b) $50 million.



F-76







SodaStream International Ltd.



Notes to the Consolidated
Financial Statements



Note 28 - Related parties – (continued)



C.	Liabilities to related parties

|                                                    |  | Year ended December 31 |    
|--------------------------------------------------- |  | ---------------------- | ---
|                                                    |  | 2010                   |    
|                                                    |  | Finance expenses       |    
|                                                    |  | (in thousands)         |    
|Related Party                                       |  |                        |    
|Parent company                                      |  |                        | 243
|                                                    |  |                        |    
|Party having significant influence over the Company |  |                        | 127



There were no outstanding balances
regarding liabilities to related parties as of December 31, 2011 and 2012.



Note 29 - Group entities



A listing of each of SodaStream
International Ltd subsidiaries as of December 31, 2012 is as follows:



|Name of subsidiary                  |  | Jurisdiction of incorporation |  | Ownership interest |    
|----------------------------------- |  | ----------------------------- |  | ------------------ | ---
|SodaStream Enterprises N.V.         |  | Netherlands Antilles          |  |                    | 100
|SodaStream International B.V.       |  | The Netherlands               |  |                    | 100
|Soda-Club Worldwide B.V.            |  | The Netherlands               |  |                    | 100
|SodaStream GmbH.                    |  | Germany                       |  |                    | 100
|SodaStream Industries Ltd.          |  | Israel                        |  |                    | 100
|SodaStream Israel Ltd.              |  | Israel                        |  |                    | 100
|SodaStream (Switzerland) AG         |  | Switzerland                   |  |                    | 100
|SodaStream Österreich GmbH          |  | Austria                       |  |                    | 100
|SodaStream Australia PTY Ltd.       |  | Australia                     |  |                    | 100
|SodaStream (New Zealand) Ltd.       |  | New Zealand                   |  |                    | 100
|SodaStream (SA) (PTY) Ltd.          |  | South Africa                  |  |                    | 100
|SodaStream USA, Inc.                |  | United States                 |  |                    | 100
|Soda-Club CO2 Ltd. (BVI)            |  | British Virgin Islands        |  |                    | 100
|Soda-Club (Europe) Ltd.             |  | United Kingdom                |  |                    | 100
|Soda-Club Switzerland GmbH          |  | Switzerland                   |  |                    | 100
|Soda-Club (CO2) SA                  |  | Switzerland                   |  |                    | 100
|SodaStream (CO2) SA                 |  | Switzerland                   |  |                    | 100
|Soda-Club (CO2) Atlantic GmbH (LLC) |  | Switzerland                   |  |                    | 100
|SodaStream Direct, LLC.             |  | United States                 |  |                    | 100
|SodaStream Professional S.r.l       |  | Italy                         |  |                    | 100
|SodaStream Nordics AB               |  | Sweden                        |  |                    | 100
|SodaStream Canada Ltd.              |  | Canada                        |  |                    | 100



F-77