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Nice Ltd. Governance Information 2017

May 18, 2017

6950_rns_2017-05-18_d3e4efd6-25ba-4537-a264-da196438bf84.pdf

Governance Information

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Excerpts from D&O Questionnaire of David Kostman

VII

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director,

A. Do you have the requisite skills and the ability to devote the appropriate time to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?

B. Are your skills as a director based on your education and professional experience described herein?

$$\text{YES}^{\mathsf{K}}$$

If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):

C. Have you been declared by a court to be legally incompetent or bankrupt?

YEST NO 18

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

D. Society time during the past five years, were you convicted of any of the offenses listed in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, and please contact the person named on the cover page of this Questionnaire.)

ves l

lf yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

[…]

L. Within the past two years, did or do (1) you, (2) your relative*, (3) your business partner, (4) your employer, (5) any person to which you are directly or indirectly subsrdinated or (6) any entity of which you are a Controlling shareholder have an employment relationship with or have control anary) a con if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative" thereof, (iii) an entity in which the Company or the Controlling shareholder of the Company's Chairmon of the past two years was, a Controlling shareholder of (iv) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

ves 1 NO

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* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director of ficer of such company, which ability shall be presuned in case of a holding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.

M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your position or arians erone, or anconstrain your ability to serve as a director of the Company?

区 vec ! NO

If the answer is "Yes," please describe fully below:

K.

YES | న్న NO

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SICNATI RF PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable Law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that to the extent required by applicable law, this Questionmaire and/or portions thereof, may be open to inspection by the public.

Sienatur P KSSTANY Print Name Car 2 114 11 Title of each position with the Company

Date: .

27


..............

Excerpts from D&O Questionnaire of Rimon Ben-Shaul

VI TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director,

A. to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?

B. Are your skills as a director based on your education and professional experience described herein?

$$\text{YES} \qquad\qquad\qquad\qquad\qquad\qquad\text{NO}$$

If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):

C.

yes T

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

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D. in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnere )

ves

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

[…]

L. Within the past two years, did or do (1) you, (2) your relative*, (3) your business ( partner, (4) your employer, (5) any person to which you are directly or indirectly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship with, or have control any (i) (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative* thereof, (ii) an entity in which the Company or the Company of the Company of the Company's Chairman of the Prast two years was, a Controlling shareholder or (iv) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

YES T NO

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* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director of fifter of such company, which ability shall be presumed in ease of a holding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.

M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your position as a director of the Company or constrain your ability to serve as a director of the Company?

汉 vec ! NO

If the answer is "Yes," please describe fully below:

K.

ves T న్ NO

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..............................................................................................................................................................................

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law. this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature
RIMON R.C. USHAOUL
Print Name
511 h E.C. T.C. DY
Title of each position with the Company
Dato. 14 7 7/17

Excerpts from D&O Questionnaire of Shuki Frlich

VI TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.

A. Do you have the requisite skills and the ability to devote the appropriate time to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?

VES X

B. Are your skills as a director based on your education and professional experience described herein?

$$\text{YES}^{\mathsf{K}} \tag{1}$$

If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):

C. Have you been declared by a court to be legally incompetent or bankrupt?

VES F

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

.. . . . . . . . . . . .

:

D. At any time during the past five years, were you convicted of any of the offenses listed in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)

ype (

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

[…]

Within the past two years, did or do (1) you, (2) your relative*, (3) your business ت partner, (4) your employer, (5) any person to which you are directly or indirectly or indirectly subsitesed or (6) any entity of which you are a Controlling shareholder have an employment relotionship or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative* thereof, (iii) an entity in which the Company or the Controlling shareholder of the Company is, or during the past two years was, a Controlling shareholder or (i) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

YES I NO

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* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director of titler of such company, which ability shall be presumed in case of a holding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.

M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your positions of anialis croate, of anc, or constrain your ability to serve as a director of the Company?

ves f ద్ NO If the answer is "Yes," please describe fully below:

K.

YES I గ్రా NO

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SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my
the the conferenced division of the date stated below, and I understand that the knowledge, information and belief as of the date stated below, and i understand that the knowledge, information and belief as of the date states into in comection with Company and its board of directors will rely upon uns mining immediately in requirements of applicable law. I undertake to notity the Compary of such notice. Inc.
the event of any thanges in the foregoing answers. the event of any changes in the lifermation appearing in this Questionmains, to the extent Company is to understand that be information and complete. In the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to
required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature Print Name irector Title of each position with the Company

Date: 6/2_____________________________________________________________________________________________________________________________________________________________________

Excerpts from D&O Questionnaire of Léo Apotheker

VII TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.

A. Do you have the requisite skills and the ability to devote the appropriate time to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?

$$\mathbf{y}_{\text{TES}} \approx \mathbf{y}_{\text{max}} \approx \mathbf{y}_{\text{N}} \mathbf{y}_{\text{N}} \tag{2}$$

B. Are your skills as a director based on your education and professional experience described herein?

If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):

C. Have you been declared by a court to be legally incompetent or bankrupt?

YES T

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

D. in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionne' a 1

ves l

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

[…]

L. partner, (4) your employer, (5) any person to which you are directly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship with, or have control see (i) the even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative* thereof, (ii) an entity in which the Company or the Controlling shareholder of the Company is, or during the past two years was, a Controlling shareholder or (iv) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

YES T X NO

C. LUecsilanati http://www.illerner.ilengaray.internet.itles.com.com/strible/index.php?title=100.00000000000000000000000000000000000000000000000000000000000000000000000000000

* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director of fifter of such company, which ability shall be presumed in ease of a heast 50% of such company's voliver
nower of the right to anninted by a t 10% - direct 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.

M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your position as a director of the Company or constrain your ability to serve as a director of the Company?

VES ! মি NO If the answer is "Yes," please describe fully below:

K.

ves T న్న NO

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SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature Léo Apotheker Print Name

Title of each position with the Company

$$\text{Date:} \underbrace{\mathcal{L}}_{\text{\hspace{1cm}}} \underbrace{\mathsf{F}_{\text{\hspace{1cm}} \mathsf{V}_{\text{\hspace{1cm}} \mathsf{V}_{\text{\hspace{1cm}}}}} , 2017$$

Excerpts from D&O Questionnaire of Joe Cowan

VI TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.

A. the particular needs and the company, taking into account, among other things, the particular needs and the size of the Company?

Are your skills as a director based on your education and professional B. experience described herein?

VEG K

If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):

C.

YES

NO K

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

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D. At any time during the past five years, were you convicted of any of the offenses listed in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)

YES NO TR

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

[…]

L. Within the past two years, did or do (1) you, (2) your relative*, (3) your business partner, (4) your employer, (5) any person to which you are directly or indirectly subsrctinated or (6) any entity of which you are a Controlling shareholder have an employment relotionality or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative* thereof; (ii) an entity in which the Company or the Controlling shareholder of the Company is, or during the past two years was, a Controlling shareholder or (iy) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

YES T NO

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* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director of officer of such company, which ability shall be presumed in case of a holding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.

M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your position as a director of the Cource, or urconstrain your ability to serve as a director of the Company?

保 vice 1 NO

If the answer is "Yes," please describe fully below:

K.

VES I NIC

SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature 20 Print Name Director Title of each position with the Company

Date: 2 - 2 - 2 ( 2 - 2017