Electreon Wireless Ltd. — Director's Dealing 2021

Oct 27, 2021

This is an English translation of a Hebrew immediate report that was published on October 24, 2020 (reference no.: 2021-01-159000) (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.

Electreon Wireless Ltd. (the "Company")

October 27, 2021

To To Israel Securities Authority Tel Aviv Stock Exchange Reported Via Magna Reported Via Magna

Dear Sir and Madam,

Re: Agreement for the Sale of Shares by Capital Nature Ltd

The Company is hereby honored to announce that on October 22, 2021, Capital Nature Ltd. (company number: 52-003812-6) ("Capital Nature"), one of the Company's controlling shareholders, informed the Company that on October 21, 2021, Capital Nature engaged in an agreement for the sale of shares of the Company to Mr. Yaron Yacobi (ID number: 2455052), that to the best of the Company's knowledge, as of the date of this report, is not related to the Company or any of its shareholders ("Mr. Yacobi").

Following are the main points in Capital Nature's notice to the Company:

• 1. Mr. Yacobi will purchase 200,000 ordinary shares of the Company from Capital Nature for consideration of NIS 42,500,000. It should be noted that the purchase has not yet been completed and Capital Nature will inform the Company upon its completion.
• 1. Subject to the completion of the purchase of shares above mentioned, Mr. Yacobi will have an option to purchase from Capital Nature up to 444,184 ordinary shares of the Company at a price per share of NIS 162.5. The period of the option will commence from the completion date and will end 90 days later (the "Option Period"). The option may be exercised in one or several installments. During the Option Period, Capital Nature committed not to sell or distribute inkind its shares in the Company.
• 1. Subject to exercising the option by Mr. Yacobi (444,184 shares), Capital Nature has committed to refrain from any disposition in its remaining shares of the Company (which constitute an additional 184,444 shares), during a period that will end in the earliest of the following: (A) registration of the Company's share, or a public offering of the Company's shares (including the sale of the Company's shares to a SPAC), all in a stock exchange outside of Israel and provided that the sale of shares will take place in a stock exchange outside of Israel; and (B) eighteen (18) months following the signing date ("Blocking Period").
• 1. Notwithstanding the above, at any time during the Blocking Period, Capital Nature may offer Mr. Yacobi to purchase its remaining shares in the Company, or part of them, at a price that will be decided per the closing price of the Company's shares on the stock exchange at the end of the trading day before the time of the offer. If Mr. Yacobi does not accept the offer in 90 days, the commitment of Capital Nature to refrain from any disposition of its remaining shares in the Company will expire.

In addition to the above, Capital Nature informed the Company that the shares to be sold above are the same shares that Capital Nature committed to sell in the past, as described in the Company's immediate report that was published on December 14, 2020 (Reference No: 2020-01-127645).

The information in this report was provided to the Company by Capital Nature, and it includes assessments and projections whose realizations are not certain and are not under the Company's control. Such information constitutes 'forward-looking information', as defined by the term in the Securities Law, 1968.

Sincerely,

Electreon Wireless Ltd.

Signed by:

Oren Ezer, Chairman and CEO

Barak Duani, CFO