Electreon Wireless Ltd. — Share Issue/Capital Change 2020

Dec 14, 2020

This is an English translation of a Hebrew immediate report that was published on December 14, 2020 (reference no.: 2020-01-127645) (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"(

December 14, 2020

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 December 13, 2020 Capital Nature Ltd ("Capital Nature"), one of the Company's controlling shareholders, announced its engagement in an agreement for the sale of 200,000 ordinary shares without a nominal value of the Company (the "Shares Sold") to a third party, that to the best of the Company's knowledge, at the time of this report, is not related to the Company or any of its shareholders (the "Buyer"). The sale of the Shares Sold to the Buyer shall be made by an off-exchange transaction in the period between September 8, 2021¹ , and September 30, 2021, for a total consideration of NIS 50,000,000 reflecting a price per share of NIS 250 (the "Agreement" and the "Closing Date", accordingly).

As part of the Agreement and subject to the terms set forth therein, the Buyer was given an option to purchase the Shares Sold, all or part of them, during the Contractual Blocking Period, in which Buyer will be entitled to a variable discount of up to 15% on the purchase price (so that each month, starting the signing date of the Agreement until September 9, 2021, the discount rate will be reduced by approximately 1.67%). It is clarified, that shares that will be sold during the Contractual Blocking

¹ According to the terms of the merger agreement and its amendments, between the Company and Electric Road Ltd. and its shareholders, the Shares Sold are subject to a contractual blocking period expected to end on September 8, 2021 (the "Contractual Blocking Period").

Period, insofar as they are sold, will be subject to the receipt of all approvals required by law, including the consent of other shareholders in the Company, if required.

In accordance with the provisions of the Agreement, at the signing date of the Agreement, the Buyer was required to pay NIS 5,000,000 to Capital Nature as collateral for the compliance with the Agreement on the Closing Date. In the event a sale has been made during the Contractual Blocking Period, the proportional amount of the collateral amount will be deducted and calculated as a 10% prepayment on account of the consideration paid for the shares that will be purchased from time to time during the Contractual Blocking Period, if purchased.

As of the date of this report, Capital Nature holds 1,095,695 shares of the Company constituting approximately 11.36% of the issued and outstanding share capital of the Company (9.37% on a fully diluted basis) and approximately 11.51% of its voting rights (9.48% on a fully diluted basis). Assuming that Capital Natural will sell 200,000 shares at the Closing Date, it will hold 895,695 shares of the Company, which will constitute approximately 9.29% of the Company's issued and outstanding share capital (7.66% on a fully diluted basis) and approximately 9.41% of its voting rights (7.75% on a fully diluted basis).

To the best of the Company's knowledge, as of the date of this report, the sale of the Shares Sold has not yet been completed and there is no certainty that it will be completed by the Closing Date and/or that the Buyer will exercise its purchase option during the Contractual Blocking Period. The information in this report was provided to the Company by Capital Nature.

Sincerely,

Electreon Wireless Ltd.

Signed by:

Oren Ezer, Chairman and CEO

Barak Duani, CFO