Formula Systems (1985) Ltd. — Proxy Solicitation & Information Statement 2019

Dec 12, 2019

FORMULA SYSTEMS (1985) LTD.

PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 16, 2020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Guy Bernstein and Asaf Berenstin and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all of the Ordinary Shares of Formula Systems (1985) Ltd. (the "Company") held of record in the name of the undersigned at the close of business on Tuesday, December 17, 2019, at the Annual General Meeting of Shareholders of the Company (the "Meeting") to be held at the offices of the Company, 5 HaPlada Street, Or Yehuda 6021805, Israel, on Thursday, January 16, 2019 at 2:00 p.m. (local time), and at any and all adjournments or postponements thereof, on the matters listed on the reverse side, which are more fully described in the Notice of Annual General Meeting of Shareholders (the "Notice") and Proxy Statement (the "Proxy Statement") relating to the Meeting.

The undersigned acknowledges the availability to him, her or it of the Notice and Proxy Statement relating to the Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTIONS ARE INDICATED WITH RESPECT TO ANY PROPOSAL, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED BY THE ABOVE-DESIGNATED PROXIES "FOR" THAT PROPOSAL, AS RECOMMENDED BY THE COMPANY'S BOARD OF DIRECTORS. THIS PROXY WILL FURTHERMORE BE VOTED AS THE ABOVE-DESIGNATED PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.

Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FORMULA SYSTEMS (1985) LTD.

JANUARY 16, 2019

Please date, sign and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line before mailing.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS BELOW.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

			PROPOSAL		FOR AGAINSTABSTAIN
		1.	To re-elect Mr. Marek Panek to the Company's board "Board"), to hold office until Company's next annual general meeting of shareholders and until his successor is duly elected	of directors (the the
		2.	To re-elect Mr. Rafal Kozlowski to the Board, to hold office until the Company's next annual general shareholders and until his successor is duly elected	meeting of
		3.	To re-elect Mr. Ohad Melnik to the Board, to hold office until the Company's next annual general meeting of shareholders and until his successor is duly elected
			4. To ratify and approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the year ended December 31, 2019 and until the Company's general meeting of shareholders, and to authorize the Directors and/or its audit committee to fix the compensation for such independent registered public accountants in accordance with the volume and nature of their services.	next annual Company's Board	of
Signature of Shareholder	Date		Signature of Shareholder			Date

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.