Gencell Ltd.

M&A Activity • Feb 23, 2021

This is an English translation of a Hebrew immediate report that was published on February 23, 2021 (reference no.: 2021-01-022072) (hereafter: the "Hebrew Version"). This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

23 February, 2021

To To Israel Securities Authority Tel Aviv Stock Exchange www.isa.gov.il www.tase.co.il

Re: Immediate report

Further to the description in chapter 6 of the prospectus for the initial public offering (IPO) which is also a shelf prospectus of the Company dated November 9, 2020, bearing the date of November 10, 2020¹ , the Company is hereby honored to announce that on February 22, 2021, The Company and TDK Corporation ("TDK") have signed a strategic cooperation agreement for TDK's participation in the Company's "Green Ammonia" project (The "Project") , which aims to develop a product that will enable the production of "Green Ammonia" (ammonia production without any CO2 emissions) (The "Product").

The Company's goal is to develop a product that produces "Green Ammonia", which will be a replacement for the polluting production process of the ammonia currently produced. Ammonia is currently used as a raw material for fertilizers in the agricultural industry, for marine propulsion, for the semiconductor industry and as a major hydrogen carrier for the energy economy, etc.

The value of the ammonia market is currently estimated at about \$ 70 billion, and it is expected to grow in the coming years, to a market value of about \$ 350 billion. The Company's "Green Ammonia" development project is in line with the goals set by the UN regarding the reduction of global carbon emissions.

In addition, The Company intends to produce "Green Ammonia" at sites where its fuel cells will be operated to generate clean electricity, thus overcoming the logistical challenges involved in transporting and storing hydrogen and ammonia.

¹ For the prospectus, please see the formal website of Israel Securities Authority www.magna.isa.gov.il (Ref. No. 2020-01-120750).

TDK is one of the world's leading manufacturers of lithium-ion batteries and operates dozens of manufacturing and development sites worldwide, trading at a market value of about \$ 20 billion.

According to the strategic cooperation agreement mentioned above, TDK will invest an amount equal to approximately NIS 5 million (approximately \$ 1.5 million), according to milestones set forth in the strategic cooperation agreement. The initial total investment cost of The Project, required for technological proof of The Product, is estimated by the company at approximately NIS 30 million.

The strategic cooperation agreement further stipulates that the Company and TDK will jointly define the conditions under which TDK will expand the cooperation within The Project. In return for the investment of the above amount, TDK will be entitled to receive updates, from time to time regarding the progress of The Project, the first right to examine and purchase a prototype product within The Project (on the dates specified in the strategic cooperation agreement), As well as the right to first offer to enter into a commercial agreement for the purchase of the technology and products (on the dates and framework conditions set forth in the strategic cooperation agreement). Under the strategic cooperation agreement, all proprietary rights regarding The Project belong and will belong to the company.

The information in this immediate, in respect of The Company's partners, developments and strategic plans and business plans is forward looking information within the meaning of the Securities Law, 1968, for which there is no certainty that it will take place at all, or might take place in a materially different way from what is stated above. Any forward-looking information contained in this immediate report is based, in addition to existing information of the Company, on current Company expectations and assessments. Although the Company believe the assumptions upon which any forward-looking statements are based are reasonable, any of the assumptions could prove to be in accurate and the forward-looking statements based on these assumptions could be incorrect.

Sincerely,

Gencell Ltd.

Signed by:

Yossi Salomon, CFO