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Nice Ltd.

AGM Information Jun 9, 2023

6950_rns_2023-06-08_537e6d82-461a-46c2-8e33-3db7acd2217c.htm

AGM Information

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convening of meeting false

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NICE LTD
Corporation no: 520036872 9857
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 08/06/2023
www.isa.gov.il www.tase.co.il Reference: 2023-02-054304 Time of broadcast: 23:17 23:17

Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is _________ which was called for the date _________

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 08/06/2023it was decided on convening of meeting annual meeting _________ ,that will be held on the day Monday on the date : 17/07/2023 time: 15:00

at address: the Company's offices at 13 Zarchin St., Ra'anana, Israel

For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meetingExplanation: If this field is empty the default is six hours.

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 273011Security name �"� 1 �"�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 15/06/2023

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve the reelection of Mr. David Kostman as a director

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

22The item/decision and its particulars:To approve the reelection of Mr. Rimon Ben-Shaoul as a director

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

33The item/decision and its particulars:To approve the reelection of Mr. Yehoshua (Shuki) Ehrlich as a director

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

44The item/decision and its particulars:To approve the reelection of Mr. Leo Apotheker as a director

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

55The item/decision and its particulars:To approve the reelection of Mr. Joseph (Joe) Cowan as a director

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

66The item/decision and its particulars:To reapprove the Company's Compensation Policy

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesDisclosure of "personal interest" as specified in the Proxy StatementNote: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority Disinterested majority as specified in the Proxy Statement

77The item/decision and its particulars:To extend the CEO Bonus Plan

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesDisclosure of "personal interest" as specified in the Proxy StatementNote: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority Disinterested majority as specified in the Proxy Statement

88The item/decision and its particulars:To re-appoint the Company's independent auditors and to authorize the Board to set their remuneration

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

99The item/decision and its particulars:The consideration of the annual financial statements

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Reporting

Majority required not a simpe majority Just reporting

Attachment of report of convening meeting: Proxy_Statement_isa.pdf

4. AttachedYes wording of the voting letterNo position notificationIsraeli_Ballot_isa.pdf

Yes declaration of candidate to serve as director in corporation.Yes declaration of independent directorNo declaration of outside directorDirectors_Questionnaires_isa.pdf

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda aboveThe Company's offices at 13 Zarchin St., Ra'anana, Israel

6. Link to the Voting System site: Voting System

Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: TASE Date of revision of form structure: 02/05/2023
Address: Zarchian 13 , Ra'anana 4310602   , Israel Tel: 09-7753777 , 09-7753379 Fax: 09-7753379
E-mail address: [email protected]   Company site: www.nice.com
Previous names of reporting entity: NICE-SYSTEMS LTD, NICE SYSTEMS LTD.
Name of the Signatory: Leshem Hilit Position of Signatory in the reporting corporation: Associate General Counsel Name of Employer Company:
Address: Zarchin 13 , Raanana 4310602 Telephone: 09-7753858 Facsimile: 09-7753858 E-mail: [email protected] 1
Israel

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