Sarine Technologies Ltd.

Proxy Solicitation & Information Statement • Apr 16, 2023

(Incorporated in Israel) Israel Registration No. 51 1332207 NOTICE O F ANNUAL G E N E R A L MEETING NOTICE IS HEREBY GVEN THAT the Annual General Meeting ('AGM'') of Sarine Technologies Ltd. (the Empress Ballroom 1, Level 2, at the Singapore Carton Hotel, 76 Bras Bash Rd, Singapore 189558, on Monday the 24th day of April 2023 at 3:00 PM Singapore time (10:00 AM Irael time) to transact the business enumerated below Ordinary Business To receive and consider the audited accounts for the year ended 31 December 2022 and the reports of the eon 1. To erar a final biviend of U cert 1.0 (gros) per har ene ended 31 December 2022.
To e appris bonek Chailin (Critied Res (is, Merber fim of Khil international and Chaikn, Chen 3. To e-elect the f the fillowing two retiring directors under Singapore law and as External Directors under Israell law – see Explanatory Motes (a) and
(d) and Appendix 1 (a H 4. b. SIN Boon Ann To re elect the fining directors as Independent Directors under Singapore law - see Explanatory Note (a) and Appendix 1 for the relevant disclosures as per
Listing Rule 704 ( 5 LIM Yong Sheng a. b. б per Listing Rule 704 (7)(a): Avraham ESHED a.
b Avranam ESHEB
Daniel Benjamin GLINERT
Uzi LEVAMI 8. To appoint Ms. Varda Shine, if re-elected as an Independent Director [see Explanatory Note (b)] To approve the grant of 1,500,000 options to the Sarine Technologies Ltd, 2015 Share Option Plan (the "2015 Plan") (See Explanatory Note (c)]. 9. To approve the Independent Directors' remuneration and participation fees [see Explanatory Notes (d) and (e)]; LIM Yong Sheng Varda SHINE Note: Under Israeli avy, the remuneration fees approved by the Board for the External Directors, as defined by the "Companies roce con and the ministration of the creating on the celebracions of the microse contries on the the the the the the the tear bet an are contacted by and connected by annot t 10 12 USD 1,7,90 per morth paid previously, i.e., 62,25 NlS (current representative rate of US\$ 1 = Nis 3 = ver a period of 13. three years as detailed in Explanatory Note (h). To asalay adjustment per he devalution the USD to h. Davic he sam etam the sam USD 22,67 per mort pail period, j
ie, 7,362.50 NS (curent representative rate (d).
To aprove t 14 15 Explanatory Note (d)]. Special Businesss
16. To consi To consider and, if thought fit, to pass the following members' resolutions with or without amendments: Authority to isue space (i))
The uthority be given to the Cines in the Company whether by way of intin, bonus or therwise (in unio innet limited to granted 16.1 by the Company while this authority remains in force) by the directors, or otherwise and graning offers, agreements and options which would or night requre shares disposed of , whether during the continuxe of suchounce of such arteclos on the efirens of the einers of the director on in the
absolute d a convert will be in the be pused to such one eceed 30% of the issue in the contak of the contal of the contany (as calculated of the conner (a calculated is a convertibe s (i) subec to such as may be pescibed by the Shartes Trading Linited for the purpose of eterming the agrege to unber on
shares hat nay be paragrap (i) above, the the conversion th (ii) exercising share options or vesting of share awards or subsiting at the time this resolution is passed and any subsequent bonus issue, consolidation on subtition of the online of the continue in the continue in unitive culture and on continue magical contentulares
unders conter de dy which in a general meding of the Compan (iii) on on or concerner of the ories of en comments of the minder on the encient of the collection microer on caller
Thank track of the comment of the encience the consisted on th 16.2 AMIR JACOB ZOLTY Company Secretary Israel, 31 March 2023 s From the Apendix following this Not website at URL https://srine.com/vp-content/p/dod.goved.perfelded on the Beatled Directors. Proxy A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in hisherits stead, as detailed below. A proxy need not be a Explanatory Notes:-Article 31(c) of the Company is Articles of Association provides that:
"Each Drector should server subject to Articles in and unless the Annual General Meeting and the Alabal (a) until the third Annual General Meeting following the Annual General Meeting at which on his earlier removal pursuant to this Artide 37. A Director who has completed his tern of series of as ben enner as and a eligie for re-elector.
Al of the Comany's birector the Anual General Mecing hel on 25 June 2010 and as eximis and are etining na maner r Propose to to appoint the careet of the contribution of the proposed in confirmed as telles are les are les are les articus artic According to Provison 3.3 of the 2018 Corporate Governance:
"The Board has a lead independent director to situations where the Chairman is onflicted, and especially when the (b) lead independent director is available to members and for which contact through the normal channels of communication with the Chaiman or ted more in colling it will be hand of the Company, if te elected, is art of the management team and innotan innotan innonent the management team and in managender hind. (c) The Company's Remuneration Committee and Board of Direct of the AGM's approval, to grant 1,500,000 options, under the 2015 Plan to the he containt comment on the color some of the some in the comer of the former in to the neer of vir rue one of vir roles of war out of war our not he formal learning hand be a A meri resolution hall be eff apprevel y the voing of the voing over repented the medin in ording in or or or or or or or proxy and volton of M. Sinas S. Extern liner of the (d) General Meeting, require a najorty of the members attending, provided hat. (j such majority shall consis of the majoriy of the particial no verine onto conterne of the conpor, or onwie having aresmi inters houthers houthers in the hersh internet in will the morie taw, " internes in a "chonant relaire of such as a personal interst teming for the to f a shaeloling in comani interding a ersonl intection ancroal intects, and intects, and intect, and inters, and intere voting". Please Note: according o an lsrael cour ruling, a nember on tot the menter nas personal interes in a poposal whit.
is subject to approval by a majority vote of disinters ted that you have no personal interest will therefore require that you have a personal interest in Resolutions 4, 14 and 15, and disqualify your vote on such proposals.

We na longe assune that a new orn withou specific incition as the kc of some interest of schenher has no reson
inters with resort or esoluine , 1 and 15 you, a relete broyson harar Many band Managi Kamar Kalawan manana maranta marka marka marka marka marka marka marka marka marka marka ma maraka na marka ma maraka na manaka manana manaina manaina

The Company

• 's Remuneration Committee and Board of Directors have the AGM's approval, as applicable, to set participation rees payable t External andor lneependent Directors to US\$ 1,200 per participation in person, US\$ 720 per participation over audiovideo conference means and US\$
  500 per a written resolution
• (f) The Company's Remuneration Committee and Board of Directors have resolved, subject to the AGM's approval, to grant 750,000 options under the 2015 Plan to the Nor-

he containt of the comments of the struction in the sturt ext west the exercise of these for enter the exercie of the exercie of the exercie of thee

the laps of ear from the che conpants Law the grant of othe norice ne gpoval of the Compory Generi Meeting
it is propos the Comany's kennenetion Comittee and the Board, subje (g)

The Company's Remuneration Committee and Board of Direct to the AGM's approval, as applicable, to set participation fees parable to Non-Independent Directors, to US\$ 1,200 per participation overson, US\$ 720 per participation over audiovideo conference neans and US\$ 600 per a

• (h) As quant three of the three-year options grant policy at the AGM of 2021, Daniel Benjamin Ginert will be granted 300,000 options to vest over three vears as follows:
  -
  • vestivel foar sa bollos.
    •
• (i)

  - 450,000 options will vest in three equal lots over three years 150,000 each year upon anniversary of date of grant.

• (j) Meeting, to issue shares in the Company. The maximum number of shares may issue under this resolution shall not exceed the quantum set out in this
• (k) The menbers' resolution set out in item 16.2 above, if passed, will empower the Directors and to allot and issue shares in the capital of the Company pursuant to the exercise of the options granted under the 2015 Plan.

Personal Data Privacy:
By submitting a proxy form to attend, speak and vote at the collection use and discloses and discloses of the members personal data by the Company or its agents) for the processing and administration by the Company for the AGM (including any adjournment thereof) and the preparation of the attendarce iss, ninutes and other documents relating to the AGM (including any adjournment thereof), and in order for the

SARINE TECHNOLOGIES LTD.

(Incorporated in Israel) Israel Registration No. 51 1332207

PROXY FORM

I/We___________, NRIC/Passport no.________
of _______________________

being a member/members of Sarine Technologies Ltd. (the "Company"), hereby appoint

Name	Address	NRIC/Passport No.	No. of Shares

and/or (delete as appropriate)

Name	Address	NRIC/Passport No.	No. of Shares

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held in the Empress Ballroom 1, Level 2, at the Carlton Hotel, 76 Bras Basah Rd, Singapore 189558, on the 24th day of April 2023 at 3:00 PM Singapore time and at any adjournment thereof.

Please indicate with an "X" in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set out in the

No.	Resolution		For	Against	Abstain
1	Adoption of reports and accounts
2
3	auditors
4		Election of Independent and External Directors
	a	Neta Zruya HASHAI 4a
	b	SIN Boon Ann 4b
	I hereby declare that (check the applicable circle): o I/we am/are a controlling shareholder and/or I/we have a personal interest in the approval of Resolution No. 4 (Appointment of Ms. Hashai and of Mr. Sin as Independent and External Directors ) o I/we do not have a personal interest in the approval of Resolution No. 4 (Appointment of Ms. Hashai and of Mr. Sin as Independent and External Directors)
5		Election of Independent Directors
	a	LIM Yong Sheng 5a
	b	Varda SHINE 5b
6	Election of Non-Independent Directors
	a	Avraham ESHED 6a
	b	Daniel Benjamin GLINERT 6b
	c	Uzi LEVAMI 6c
7	Appointment of Ms. Varda Shine as Lead Independent Director
8	Approval of grant of 1,500,000 options to the Independent Directors
9	Approval of Independent Directors remuneration and participation fees
	a	LIM Yong Sheng 9a
	b	Varda SHINE 9b

No.	Resolution	For	Against	Abstain
10	Approval of grant of 750,000 options to the Non-Executive Directors
11	Approval of Non-Executive Directors' remuneration and participation fees
12	Approval of the remuneration of the Executive Chairman of the Board, Daniel Benjamin Glinert
13	Approval of grant of 300,000 options to the Executive Chairman of the Board, Mr. Daniel Benjamin Glinert
14	Approval of the remuneration of the CEO, Mr. David Block
	I hereby declare that (check the applicable circle): o I/we am/are a controlling shareholder and/or I/we have a personal interest in the approval of Resolution No. 14 (remuneration of the CEO) o I/we do not have a personal interest in the approval of Resolution No. 14 (remuneration of the CEO)
15	Approval of grant of 700,000 options to the CEO, Mr. David Block
	I hereby declare that (check the applicable circle): o I/we am/are a controlling shareholder and/or I/we have a personal interest in the approval of Resolution No. 15 (grant of options to the CEO) o I/we do not have a personal interest in the approval of Resolution No. 15 (grant of options to the CEO)
16.1	Authority to issue shares
16.2	Authority to grant options pursuant to the Sarine Technologies Ltd 2015 Share Option Plan and issue shares pursuant to the Sarine Technologies Ltd 2015 Share Option Plan

Please Note: according to an Israeli court ruling, a shareholder must positively inform the Company whether or not such shareholder has a personal interest in a proposal which is subject to approval by a majority vote of disinterested shareholders, as in the case of resolutions 4, 14 and 15. Your failure to check the box on the proxy form indicating that you have no personal interest will therefore require the Company to assume that you have a personal interest in resolutions 4, 14 and 15 and disqualify your vote on such proposals.

interest of such shareholder has no personal interest with respect to resolutions 4, 14 and 15. If you believe that you, or a related party of yours, is a controlling shareholder or possesses a personal interest and you wish to participate in the vote on resolutions 4, 14 and 15, you should not indicate in the appropriate box that there exists no personal interest on the enclosed proxy form. If you hold your shares through a bank, broker or other nominee and believe that you possess a personal interest in the approval of either resolution, you may also contact the representative managing your account, who could then contact us on your behalf.

Dated this _________ day of ______________ 2023

Total Number of Shares Held

______________________________________________ Signature(s) of Member(s) or Common Seal Important: Please Read Notes Overleaf

SARINE TECHNOLOGIES LTD.

(Incorporated in Israel) Israel Registration No. 51 1332207

PROXY FORM

Notes

• 1 Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register, you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.
• 2 A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or more proxies to attend and vote on his behalf. A member may appoint the Chairman of the Meeting as or any other person attending the meeting as his/her/its proxy. A proxy need not be a member of the Company.
• 3 A member must submit the completed and signed proxy form:
  • (i) by email to the Company, addressed to IR@sarine.com; or
  • (ii) by post to the registered office of the Company, at 4 Haharash Street (Second Floor), Hod Hasharon, Israel 4524075, Attention IR-Proxy Vote; or

  • (iii) by email to the Company's Singapore Share Transfer Agent, addressed to Gpb@mncsingapore.com; or

in any case, no later than 3:00 p.m. (Singapore time) (10:00 a.m. Israel time; 8:00 a.m. GMT/UTM) on 23 April 2023, being not less than twenty four (24) hours before the time fixed for the AGM. Members of the Company are strongly encouraged to submit completed proxy forms electronically via email, as noted above.

• 4 SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective SRS Operators to submit their votes by 5.00 p.m. (Singapore time) on 12 April 2023.
• 5 Where a member appoints more than one proxy, he/she/it shall specify the number of shares to be represented by each proxy, failing which, the first named proxy may be treated as representing 100% of the shareholding and any second named proxy as an alternate to the first named.
• 6 The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her/its attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a company or other body corporate, it must be executed under its common seal or stamp or under the hand of its duly authorised agent or attorney on behalf of the corporation.
• 7 Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney or other authority, the power of attorney or authority or a notarially certified copy thereof must be lodged with the instrument of proxy, failing which the instrument of proxy may be treated as invalid.
• 8 A company or other body corporate which is a member may authorise, by resolution of its directors or any other managing body, such person as it thinks fit to act as its representative at the meeting.
• 9 The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 24 hours before the time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
• 1. According to the Israeli Companies Law, 5759-1999, a "personal interest" is: "a personal interest of any person in an act or transaction of a company, including a personal interest of his relative or of a corporate body in which such person or a relative of such person has a personal interest, but excluding a personal interest stemming from the fact of a shareholding in the company, including a personal interest of the person voting according to a proxy given to him by another person, even if the appointer does not have a personal interest, and including a personal interest of the appointer, even if the appointee does not have a personal interest, all whether or not the appointee is granted any discretion with regard to the subject matter of the voting.