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Perion Network AGM Information 2016

Dec 1, 2016

6979_rns_2016-12-01_1d487b20-ac0a-4931-a1bb-25c346b55df2.htm

AGM Information

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PERION NETWORK LTD
Corporation no: 512849498 9326
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 01/12/2016
www.isa.gov.il www.tase.co.il Reference: 2016-02-085287 Time of broadcast: 13:14 12:31:41

_________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

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: 01/12/2016it was decided on convening of meeting annual meeting _________ ,that will be held on the day Thursday on the date : 05/01/2017 time: 16:00

at address: 26 Harokmim Hulon Israel

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1095819Security 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: 06/12/2016

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-elect Mr. Alan Gelman to serve as a director on the Company's Board of Directors

Does this require disclosure of any ties or other features of the voting security holder? No_________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 simple majority _________

22The item/decision and its particulars:To re-elect Mr. Dror Erez to serve as a director on the Company's Board of Directors

Does this require disclosure of any ties or other features of the voting security holder? No_________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 simple majority _________

33The item/decision and its particulars:To elect Ms. Sarit Firon to serve as an external director on the Company's Board of Directors

Does this require disclosure of any ties or other features of the voting security holder? YesAre you a "controlling shareholder" of the company under the Israeli Companies Law and do you have a "personal benefit or other interest" in the approval of this proposal.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 _________

44The item/decision and its particulars:To re-approve the Company's Compensation Policy for directors and officers

Does this require disclosure of any ties or other features of the voting security holder? YesAre you a "controlling shareholder" of the company under the Israeli Companies Law and do you have a "personal benefit or other interest" in the approval of this proposal.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 _________

55The item/decision and its particulars:To re-appoint Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company's independent public auditors and to authorize the Company's Board of Directors to fix their compensation.

Does this require disclosure of any ties or other features of the voting security holder? No_________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 simple majority _________

Attachment of report of convening meeting: 6-K_isa.pdf

4. AttachedYes wording of the voting letterNo position notification6-K_isa1.pdf

Yes declaration of candidate to serve as director in corporation.Yes declaration of independent directorYes declaration of outside directordeclarations_isa.pdf

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 above26 Harokmim Hulon Israel

6. Link to the Voting System site: Voting System

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: NASDAQ GSM Date of revision of form structure: 31/10/2016
Address: HaRokmim 26 , Hulon 5885849   , Tel: 073-3981000 , Fax: 03-6445502
E-mail address: [email protected]   Company site: www.perion.com
Previous names of reporting entity: INCREDIMAIL LTD
Name of the Signatory: Gershoni Levy Limor Position of Signatory in the reporting corporation: General Counsel & Company Secretary Name of Employer Company:
Address: Hanehoshet 4 , Tel Aviv 6971069 Telephone: 03-7696100 Facsimile: 03-6445501 E-mail: [email protected] 1