Ellomay Capital Ltd.

Proxy Solicitation & Information Statement • Dec 20, 2018

convening of meeting false

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ELLOMAY CAPITAL LTD
Corporation no: 520039868	10007
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	Israel Securities Authority			Tel Aviv Stock Exchange		C460 ( Public )		Reported via MAGNA:	20/12/2018
	www.isa.gov.il			www.tase.co.il				Reference:	2018-02-124656	Time of broadcast: 14:17 13:27:56

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Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

Please note that in the case of delayed publication of report, no changes will be allowed after the form is submitted.

	Delay the publication of a report	_________	_________

1. The delay of the report can be done up to 72 hours maximum from the date of filling out the form.2. Attention that in accordance with the provisions of the law, the reporting date must be simultaneous with the report in the foreign exchange.

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: 17/12/2018it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Thursday on the date : 24/01/2019 time: 14:00

at address:	9 Rothschild Blvd., 2nd Floor, Tel Aviv 6688112, Israel

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1082635Security name ������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: 27/12/2018

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To elect Dr. Michael J. Anghel as a new external director for an initial three-year term

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesPlease indicate whether or not you are a "controlling shareholder" or have a "personal interest" in the Proposal (excluding a personal interest that is not related to a relationship with the controlling shareholders)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 not a simpe majority	Special majority as specified in the Proxy Statement

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22The item/decision and its particulars:Approval of the terms of service of the external director nominee, as set forth in the proxy statement

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesPlease indicate whether or not you are a "controlling shareholder" or have a "personal interest" in the Proposal (excluding a personal interest that is not related to a relationship with the controlling shareholders)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 not a simpe majority	As specified in the Proxy Statement

Attachment of report of convening meeting: Form_6-K_December_20_2018_isa.pdf

4. AttachedYes wording of the voting letterNo position notification���_�����_����_isa.pdf

No declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside director_________

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 aboveMay be viewed on the SEC�s website at http://www.sec.gov and on the websites of the Israel Securities Authority and Tel Aviv Stock Exchange at http://www.magna.isa.gov.il or http://maya.tase.co.il

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: AMEX	Date of revision of form structure: 18/12/2018
Address: Rothschild Blvd 9 , Tel Aviv 66881   Israel , Tel: 03-7971111 , Fax: 03-7971122
E-mail address: Kaliaw@Ellomay.com   Company site: www.Ellomay.com
Previous names of reporting entity:
Name of the Signatory: Brick Zarsky Odeya Position of Signatory in the reporting corporation: External Legal Counsel Name of Employer Company: Ephraim Abramson & Co. Law Offices
Address: Menachem Begin Road 52 , Tel Aviv 6713701 Telephone: 03-6918225 Facsimile: 03-6918226 E-mail: odeyabz@abramson-law.com 1