Tel Aviv Stock Exchange Ltd. — AGM Information 2020

Jun 24, 2020

This is an English translation of a Hebrew Immediate report, that was published on June 24, 2020 (reference no.: 2020-01-066411) (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.

Date: 24/6/20

THE TEL-AVIV STOCK EXCHANGE LTD. Re: Immediate Report on the Convening of a Special Meeting

In accordance with the Companies Law, 5759-1999 (hereafter - "the Companies Law") and the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereafter: "the Reports Regulations"), The Tel-Aviv Stock Exchange Ltd. (hereafter: "the Company"), announces the convening of a special meeting to be held on Wednesday, July 29, 2020, at 16:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11 Floor, Room 1119

1. On the agenda:

Amendment of Section 14.2 of the Company's Officers' Compensation Policy

Wording of the proposed resolution - Amendment of Section 14.2 of the Company's Officers' Compensation Policy (hereafter: "the Compensation Policy"), such that the annual premium for the Company's officers' liability insurance policy will not exceed US\$ 250,000 and the deductible of the Company shall not exceed US\$ 1,000,000 per claim, all as set out in section 2 below.

2. Additional information on Topic 1 on the agenda:

• 2.1 In accordance with the provisions of section 14 of the Compensation Policy, the Company may engage in a liability insurance policy for the directors and the other officers serving from time to time (including those that are appointed in the future) or that served in the Company and/or in subsidiaries of the Company and/or in any entity in which the Company holds securities directly and/or indirectly (hereafter: "the Insurance Policy").
• 2.2 Additionally, section 14.2 of the Compensation Policy determines that the Company may engage in the Insurance Policy, subject to obtaining the approval of the Audit Committee in its capacity as a Compensation Committee and the Board of Directors, in accordance with Regulation 1B1 of the Companies Regulations (Easements on Transactions with Interested Parties), 5760-2000 (hereafter: "the Easements Regulations"), provided that the Insurance Policy meets the terms that are set out in section 14.2 of the Compensation Policy, including its subsections.
• 2.3 Within this framework, section 14.2 of the Compensation Policy stipulates that, in 2020, the

annual premium for the Insurance Policy will not exceed US\$ 130 thousand and the Company's deductible shall not exceed US\$ 100 thousand.

• 2.4 It should be noted that, in the past year, the costs of directors' and officers' liability insurance policies rose significantly, this alongside the attachment of more stringent conditions to this insurance. In the opinion of the Company's insurance consultant (hereafter: "the Insurance Consultant"), this trend stems from the large number of class actions and derivative claims filed against public companies, financial institutions and financial operations, which is enhanced by the courts' predisposition to approve such claims with adjudication of substantial amounts, all this resulting in the payment of steep amounts by the insurers in such claims. This is exacerbated by the coronavirus crisis and the ensuing economic crisis, and the insurers' concern of a wave of claims in its aftermath. All of the aforesaid resulted in insurers exiting this area of insurance, insufficient insurance capacity and difficulty in obtaining supplemental support for substantial scopes of coverage, a significant rise in insurance premiums, higher deductibles, and more limited coverage.
• 2.5 Accordingly, on June 23, 2020, the Board of Directors of the Company, after obtaining the approval of the Audit Committee in its capacity as a Compensation Committee, approved an amendment to sections 14.2.3 and 14.2.4 of the Compensation Policy, as follows:
  • "14.2.3 the annual premium payable for the insurance policy will not exceed one hundred (100) two hundred and fifty (250) thousand dollars (plus a proportionate share for insurance periods of more than one year), with the addition of up to 15% of said amount every year (and a proportionate share for insurance periods of more than one year). For a "run off" insurance policy for a period of 7 years, the premium for the full period shall not exceed 300% of the aforementioned annual premium.
  • 14.2.4 In the event of a claim being filed against any of the officers, the officers shall not bear any deductible under the insurance policy. In such case, the Company will bear the deductible amount stipulated in the insurance policy, provided that it does not exceed one hundred (100) thousand one million (1,000,000) dollars per claim."
• 2.6 To complete the picture, it should be noted that, on July 31, 2019, the shareholders' meeting of the Company approved its engagement in an officers' insurance policy for the period from August 1, 2019 to July 31, 2020 (hereafter: "the 2019 Approval" and "the Previous Policy", respectively). Within the framework of the 2019 Approval, the shareholders' meeting of the Company approved the terms of the Previous Policy, including the payment of a premium in the amount of US\$ 99 thousand and a deductible of US\$ 400 thousand.
• 2.7 To remove any doubts, it is hereby clarified that all other terms of the Compensation Policy remain intact.
• 3. Names of the directors who participated in the discussions at the Audit Committee in its capacity as a Compensation Committee and the Board of Directors
  • 3.1 The participants in the discussion and the vote that took place at the meeting of the Company's Audit Committee in its capacity as a Compensation Committee on June 23, 2020 were: Mr. Itzhak Halamish, Ms. Merav Ben Cnaan Heller and Mr. Yoav Chelouche.
  • 3.2 The participants in the discussion and the vote that took place at the meeting of the Company's Board of Directors on June 23, 2020 were: Mr. Amnon Neubach, Ms. Bruria Gross Prushansky, Ms. Merav Ben Cnaan Heller, Mr. Itzhak Halamish, Mr. Salah Saabneh, Mr. Arik Shteinberg and Mr.Yoav Chelouche.

4. Names of the directors who have personal interest and the nature of their personal interest

All directors in the Company may be considered as having personal interest in the approval of the resolution that is on the agenda today, as they are entitled to be included in the directors' and officers' liability insurance policy, as shall be obtained in accordance with the provisions of the amendment to the Compensation Policy.

5. Reasoning of the Audit Committee in its capacity as a Compensation Committee and the Board of Directors

5.1 The obtaining of directors' and officers' liability insurance is common practice among companies in the size range of the Company and is necessary for the operations of the Company, in order to allow the officers and the directors to act in the best interests of the Company without concern, taking into consideration the risk that is involved in the activities of the officers and the directors, which is derived from the areas of operation and the scope of operations of the Company as well as from its public company status.

It should also be noted that, within the framework of the Company's Compensation Policy, the shareholders' meeting has approved the Company's engagement in liability insurance policies for the directors and the other officers serving from time to time (including those that are appointed in the future) or that served in the Company and/or in subsidiaries of the Company and/or in any entity in which the Company holds securities directly and/or indirectly.

5.2 In view of the more stringent conditions applied in the insurance sector, as described in section 2.5 above, the Company was required to adjust certain terms of the insurance policy to the current state of affairs. It should be noted that the maximum amounts set for the annual premium and deductible, as described in section 2 above, are reasonable under the circumstances for insurance policies of the type in reference, taking into consideration the area and scope of operations of the Company, and were determined, inter alia, based on the Insurance Consultant's recommendation.

• 5.3 The maximum amount of the annual premium has been updated to reflect the current market conditions, which, as aforesaid, have changed materially since the date of approval of the Compensation Policy.
• 5.4 As regarding the raising of the maximum amount of deductible, it is noted that this will provide the Company additional flexibility in shaping the terms of the insurance policy, including an option to reduce the amount of the annual premium against the raising of the Company's deductible. It is further noted with respect to the amount of deductible that has been approved by the Company's shareholders' meeting as part of the 2019 Approval, that a better approach would be to consider the raising of this amount in relation to the current deductible amount of US\$ 400 thousand.

6. Majority required to pass the resolution

The majority required to pass the resolution that is on the agenda, as above, is a simple majority of all the votes of the shareholders present at the general meeting, that are entitled to vote and that voted thereat, without taking abstentions into account, and provided that one of the following shall be fulfilled:

• 6.1 The votes comprising the majority at the general meeting shall include a majority of all the votes of the shareholders that are not the controlling shareholders of the Company¹ or a person having a personal interest in approving the resolution, who participate in the vote; in counting the votes of the aforesaid shareholders, abstentions shall not be taken into account; any person having a personal interest shall be subject to the provisions of Section 276 of the Companies Law, mutatis mutandis.
• 6.2 The total opposing votes among the shareholders referred to in section 6.1 above does not exceed two (2%) percent of the total voting rights in the Company.

7. Location and time of the meeting, the date of record for entitlement to vote at the meeting and other provisions for voting at the meeting

7.1 The meeting will convene on Wednesday, July 29, 2020, at 16:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11 Floor, Room 1119. If adjourned, the meeting will take place on Wednesday, August 5, 2020, in the same location and at the same time. The record date for the entitlement of the shareholders to vote at the meeting, as set out in Section 182 of the Companies Law, is Tuesday, June 30, 2020 (hereafter: "the Record Date"). A

¹ It should be noted that, to the date of this meeting convening report, the Company has no controlling shareholder, within the meaning of this term in the Companies Law, and therefore the majority required to pass the resolutions that are on the agenda is a simple majority of all the votes of the shareholders present at the vote.

shareholder may vote at the meeting in person or by a voting representative. Additionally, a shareholder may vote at the meeting with a voting ballot, as described in section 7.6 below (hereafter: "Voting Ballot").

• 7.2 A quorum at the meeting will be the presence, in person or by proxy, of at least two shareholders holding at least twenty-five percent (25%) of the voting rights, within half an hour of the time scheduled for the opening of the meeting. If a quorum is not present at the general meeting at the end of half an hour of the time scheduled for the opening of the meeting, the meeting will be adjourned to be held at the same location, on the same day and at the same time, in the following week, with no obligation to notify the shareholders to this effect, or to a different date if such has been specified in the notice of the meeting, or to a different day, time and location, as shall be determined by the Board of Directors in a notice to the shareholders.
• 7.3 A shareholder may vote at the general meeting, in person or by proxy, or with a Voting Ballot or electronically, all in accordance with the provisions of these Articles of Association and subject to the provisions of the Companies Law.
• 7.4 The document appointing a voting proxy (hereafter: "the Letter of Appointment") and the power of attorney by virtue of which the Letter of Appointment was signed (if any), will be drawn up in writing and signed by the appointer or by the person authorized in writing to do so, as well as by a witness to the signing by the aforesaid, if so required by the Board of Directors. If the appointer is a corporation, the Letter of Appointment will be drawn up in writing and signed in a manner that binds the corporation; the Board of Directors may require that a written confirmation be delivered to the Company, to the satisfaction of the Board of Directors, of the power of the signatories to bind the corporation, as well as the delivery to the Company of additional details or documents in relation to the Letter of Appointment, as shall be determined by the Board of Directors in this regard.
• 7.5 The Letter of Appointment and the power of attorney by virtue of which the Letter of Appointment was signed (to the extent signed) or an appropriate copy thereof, to the satisfaction of the Board of Directors, will be deposited at the office of record or at another location or locations, within or outside Israel - as shall be determined by the Board of Directors from time to time, in general or in relation to a specific matter, at least forty-eight (48) hours prior to the opening of the meeting or the adjourned meeting, as appropriate, in which the proxy intends to vote based on such Letter of Appointment. Notwithstanding the aforesaid, the chairman of the meeting may, at his discretion, accept such Letter of Appointment and power of attorney even after the aforesaid date, if he sees fit, at his discretion. If the Letter of Appointment with the power of attorney is not received, as described in this Regulation above, it shall not be valid at such meeting.
• 7.6 Voting by ballot will be executed using the second part of the Voting Ballot that is attached to the report on the convening of the meeting. The voting ballot and the documents that have to be attached thereto ("the Attached Documents"), as specified in the voting ballot, should be delivered to the Company's offices up to 4 hours prior to the time of conveningthe Meeting. For this purpose, the "time of delivery" is the time at which the Voting Ballot and the Attached Documents arrive at the Company's offices.
• 7.7 A shareholder may state in the Voting Ballot the direction of his vote for each proposed resolution included in the Voting Ballot, by marking "pro", "con" or "abstain" only, with no modification, crossing out, omission, addition or any qualification as to the wording of the proposed resolution (hereafter: "Modification"). A voting in writing on any proposed resolution that is accompanied by Modification will be disqualified and will not be considered in any manner whatsoever for the purposes of the vote on such proposed resolution. A shareholder who does not state his position on any proposed resolution will be deemed as abstaining in the vote on such proposed resolution.
• 7.8 The Voting Ballot will be signed by the shareholder, and if the shareholder is a corporation, in a manner that is binding to the corporation. The Board of Directors may require that a written confirmation be delivered to the Company, to the satisfaction of the Board of Directors, of the power of the signatories to bind the corporation, as well as the delivery to the Company of additional details or documents for the purpose of voting in writing, as shall be determined by the Board of Directors in this regard.
• 7.9 In the event of a disagreement as to whether a written vote should be accepted or disqualified, the chairman of the meeting will decide, and his decision will be final and absolute.
• 7.10 A Voting Ballot that is received at the office, as stipulated above, will be deemed as presence at the meeting for purposes of the quorum as set out above. If a Voting Ballot is not received as stipulated above, it shall not be valid at such meeting.
• 7.11 A shareholder voting by way of a Voting Ballot that was duly received at the office, on a proposed resolution that is not voted upon at the general meeting, will be deemed as having abstained at such meeting in the vote on the holding of an adjourned meeting, and his vote by Ballot will be counted at the adjourned meeting that will be held.
• 7.12 Subject to the provisions of the Company's Articles, the Board of Directors may establish additional directives and procedures for written votes, including regarding the sending of the Voting Ballots, the manner of their signing and the methods for their delivery to the Company.
• 7.13 The formats of the voting ballot and the position papers, within their meaning in Section 88 of the Companies Law, are available at the websites of the Securities Authority and the Tel Aviv

Stock Exchange Ltd., as follows: Distribution website of the Securities Authority: http://www.magna.isa.gov.il/ (hereafter: "the Distribution Website"); Website of the Tel-Aviv Stock Exchange Ltd.: http://maya.tase.co.il/.

• 7.14 A Stock Exchange member will send by Email, at no cost, a link to the text of the Voting Ballot and the position papers on the Distribution Website, to any shareholder who is not included in the shareholders' register and whose shares are registered with that Stock Exchange member, unless the shareholder has notified the Stock Exchange member that he does not wish to receive such link or that he wishes to receive Voting Ballots by post for a mailing fee only.
• 7.15 A shareholder whose shares are registered with a Stock Exchange member is entitled to receive the certificate of title from the Stock Exchange member through whom he holds his shares, at the branch of the Stock Exchange member or by post to his address for a mailing fee only, if so requested. A request for this purpose shall be made in advance with respect to a specific securities account.
• 7.16 The final date for the submission of position papers to the Company is up to 10 days after the Record Date.

8. Adding a topic to the agenda

Following the publication of this immediate report, it is possible that there may be changes to the agenda, including the addition of one or more topics to the agenda, and position papers may be published. The up-to-date agenda and position papers published in the Company's reports can be viewed on the Distribution Website.

One shareholder or more, holding shares constituting at least 1% of the voting rights at the general meeting of the Company, may request the Board of Directors, up to 7 days after calling the meeting, to include a topic on the agenda of the meeting, provided that the topic is suitable to be discussed at a general meeting.

Should the Board of Directors find that a topic that was requested to be included on the agenda is suitable to be discussed at the general meeting, the Company shall prepare an updated agenda and an amended Voting Ballot, should this be required, and shall publish them not later than 7 days after the last date for furnishing a request for the inclusion of an additional topic on the agenda, as referred to above. It is hereby clarified that the publication of an updated agenda by the Company (if any), will not affect the Record Date as stipulated in this immediate report.

9. Information on the representatives of the Company for matters pertaining to this report

Adv. Signal Berliner Levinson, #2 Ahuzat Bayit St., Tel Aviv, tel: 076-8160571, fax: 076-8160331.

10. Perusal of documents

This immediate report and documents mentioned therein, is available for perusal at the offices of the Company at #2 Ahuzat Bayit St., Tel Aviv, during customary office hours, this until the date of the meeting.

Yours sincerely,

Sigal Berliner-Levinson, Adv. Company Secretary

The Tel-Aviv Stock Exchange Ltd. ("the Company")

Voting Ballot in accordance with the Companies Regulations (Voting Ballots and Position Papers), 5766-2005 ("the Regulations")

Part One

1. Company name: The Tel-Aviv Stock Exchange Ltd.

2. Type of general meeting and the time and location of its convening:

Special meeting, on Wednesday, July 29, 2020 at 16:00 AM, at the offices of the Company at 2 Ahuzat Bayit St., Tel Aviv, on the 11th Floor in Room 1119. If adjourned, the meeting will take place on Wednesday, August 5, 2020, in the same location and at the same time.

3. Details of the topic on the agenda that may be voted upon by the voting ballot and wording of the proposed resolution:

3.1 Wording of the proposed resolution - Amendment of Section 14.2 of the Company's Officers' Compensation Policy (hereafter: "the Compensation Policy"), such that the annual premium for the Company's officers' liability insurance policy will not exceed US\$ 250,000 and the deductible of the Company shall not exceed US\$ 1,000,000 per claim, all as set out below.

4. Summary of relevant facts

• 4.1 In accordance with the provisions of section 14 of the Compensation Policy, the Company may engage in a liability insurance policy for the directors and the other officers serving from time to time (including those that are appointed in the future) or that served in the Company and/or in subsidiaries of the Company and/or in any entity in which the Company holds securities directly and/or indirectly (hereafter: "the Insurance Policy").
• 4.2 Additionally, section 14.2 of the Compensation Policy determines that the Company may engage in the Insurance Policy, subject to obtaining the approval of the Audit Committee in its capacity as Compensation Committee and the Board of Directors, in accordance with Regulation 1B1 of the Companies Regulations (Easements on Transactions with Interested Parties), 5760-2000 (hereafter: "the Easements Regulations"), provided that the Insurance Policy meets the terms that are set out in section 14.2 of the Compensation Policy, including its subsections.
• 4.3 It should be noted that, in the past year, the costs of directors' and officers' liability insurance policies rose significantly, this alongside the attachment of more stringent conditions to this insurance. In the opinion of the Company's insurance consultant (hereafter: "the Insurance Consultant"), this trend stems from the large number of class actions and derivative claims filed against public companies, financial institutions and financial operations, which is enhanced by the courts' predisposition to approve such claims with adjudication of substantial amounts, all this resulting in the payment of steep amounts by the insurers in such claims. This is exacerbated by the coronavirus crisis and the ensuing economic crisis, and the insurers' concern of a wave of claims in its aftermath. All of the aforesaid resulted in insurers exiting this area of insurance, insufficient insurance capacity and difficulty in obtaining supplemental support for substantial

scopes of coverage, a significant rise in insurance premiums, higher deductibles, and more limited coverage.

• 4.4 Accordingly, on June 23, 2020, the Board of Directors of the Company, after obtaining the approval of the Audit Committee in its capacity as Compensation Committee, approved an amendment to sections 14.2.3 and 14.2.4 of the Compensation Policy, as follows:
  • "14.2.3 the annual premium payable for the insurance policy will not exceed one hundred (100) two hundred and fifty (250) thousand dollars (plus a proportionate share for insurance periods of more than one year), with the addition of up to 15% of said amount every year (and a proportionate share for insurance periods of more than one year). For a "run off" insurance policy for a period of 7 years, the premium for the full period shall not exceed 300% of the aforementioned annual premium.
  • 14.2.4 In the event of a claim being filed against any of the officers, the officers shall not bear any deductible under the insurance policy. In such case, the Company will bear the deductible amount stipulated in the insurance policy, provided that it does not exceed hundred (100) thousand one million (1,000,000) dollars per claim."
• 4.5 To remove any doubts, it is hereby clarified that all other terms of the Compensation Policy remain intact.

5. Time and place for perusal of the complete text of the proposed resolutions:

The complete text of the proposed resolutions is available for perusal at the offices of the Company at 2 Ahuzat Bayit St., Tel Aviv, Tel: 076-8160571, during customary office hours, this until the date of the meeting.

6. The majority required to pass the resolution that is on the agenda:

The majority required to pass the appointment resolutions that are on the agenda of the general meeting, set forth in section 3 above, is a simple majority of all the votes of the shareholders present at the general meeting, that are entitled to vote and that voted thereat, without taking abstentions into account, and provided that one of the following shall be fulfilled:

6.1 The votes comprising the majority at the meeting shall include a majority of all the votes of the shareholders that are not the controlling shareholders of the Company¹ or a person having a personal interest in approving the resolution, who participate in the vote; in counting the votes of the aforesaid shareholders, abstentions shall not be taken into account; any person having a

¹ It should be noted that, to the date of this meeting convening report, the Company has no controlling shareholder, within the meaning of this term in the Companies Law, and therefore the majority required to pass the resolutions that are on the agenda is a simple majority of all the votes of the shareholders present at the vote.

personal interest shall be subject to the provisions of Section 276 of the Companies Law, mutatis

6.2 The total opposing votes among the shareholders referred to in section 6.1 above does not exceed two (2%) percent of the total voting rights in the Company.

mutandis.

• 7. For the purposes of the vote on the topic set out in section 3 above, the following shall be specified: in accordance with the provisions of Section 275 of the Companies Law, any person having a personal interest in the topics that are on the agenda shall be subject to the provisions of Section 276 of the Companies Law, mutatis mutandis, pursuant to which a shareholder participating in the vote is required to notify the Company in writing prior to the vote at the meeting, or, if voting by ballot - on the voting ballot, whether or not he/she has personal interest in the approval of the resolution. Additionally, each shareholder will state whether he/she is characterized as follows: controlling shareholder in the Company; holds personal interest; senior officer; institutional investor. In Part Two of this voting ballot, the existence or absence of interest or any other of the aforesaid characteristics of the shareholder can be marked in a designated field, as required in accordance with the provisions of the Companies Law. It is stressed that any person who does not mark the existence or absence of such interest or who does not describe the nature of such interest will be excluded from the count of the votes.
• 8. A voting ballot of an unregistered shareholder (i.e. a person that shares are registered on his behalf with a Stock Exchange member and such shares are included in the Shareholders' Register in the name of a Nominee Company) ("an Unregistered Shareholder"), shall only be valid if accompanied by a confirmation of ownership or if a confirmation of ownership has been delivered to the Company via the electronic voting system.
• 9. A shareholder may indicate the manner of voting in relation to each proposed resolution that is included on the voting ballot, by means of marking the "for", "against" or "abstain" column alone, and without any change, deletion, omission, addition or qualification with regard to the wording of the proposed resolution. Voting by ballot with regard to any proposed resolution that is accompanied by a change, shall be disqualified and shall not be taken into account in any manner whatsoever for the purpose of voting on the aforesaid proposed resolution. If a shareholder has not marked the column of his choice with regard to any proposed resolution, he shall be considered as having abstained in the vote on that resolution.
• 10. A voting ballot shall be valid for a shareholder pursuant to Section 177(2) of the Companies Law (i.e. a person registered as a shareholder in the Shareholders' Register), only if it is accompanied by a photocopy of an ID certificate, passport or certificate of incorporation.
• 11. The voting ballot and the documents that have to be attached thereto ("the Attached Documents"), as specified in the voting ballot, should be delivered to the Company's offices up to 4 hours prior to the time of convening the Meeting. For this purpose, the "time of delivery" is the time at which the voting ballot and the Attached Documents arrive at the Company's offices.
• 12. An Unregistered Shareholder may also vote by way of an electronic voting ballot that would be transmitted to the Company via the electronic voting system ("the Electronic Voting System") up to 6 hours prior to the time of the meeting.
• 13. The address of the Company for the delivery of the voting ballots and the position papers: Company Secretariat, at the offices of the Company at 2 Ahuzat Bayit St., Tel Aviv.
• 14. Final date for the submission of position papers to the Company: up to 10 days prior to the date of the meeting.
• 15. Final date for the issue of the Board of Directors' response to the position papers: up to 5 days prior to the date of the meeting.
• 16. The addresses of the websites of the Israel Securities Authority and the Tel-Aviv Stock Exchange Ltd. where the text of the voting ballot and the position papers can be found:

Distribution website of the Israel Securities Authority: http://www.magna.isa.gov.il/

Website of the Tel-Aviv Stock Exchange Ltd.:http://maya.tase.co.il/

17. A shareholder whose shares are registered with a Stock Exchange member is entitled to receive the confirmation of ownership from the Stock Exchange member through whom he holds his shares, at the branch of the Stock Exchange member or by mail to his address, if so requested. A request for this purpose shall be made in advance with respect to a specific securities account.

An Unregistered Shareholder may give instructions for the transmission of his confirmation of ownership to the Company via the Electronic Voting System.

• 18. An Unregistered Shareholder may receive by Email, at no cost, a link to the text of the voting ballot and the position papers on the distribution website, from the Stock Exchange member through whom he holds his shares, unless he has notified the Stock Exchange member that he does not wish to receive such link or that he wishes to receive voting ballots by post for a fee; a notice concerning voting ballots shall also apply to position papers.
• 19. One shareholder or more, holding shares constituting at least five percent of total voting rights in the Company, as well as anyone holding such percentage of the total voting rights that are not held by the controlling shareholder in the Company, as defined in Section 268 of the Companies Law, may peruse the voting ballots and the voting records transmitted to the Company via the Electronic Voting System, as set out in Regulation 10 of the Regulations.

Number of shares representing 5% of total voting rights in the Company: 5,000,000 ordinary shares of NIS 1 par value each.

Number of shares representing 5% of total voting rights in the Company not held by the controlling shareholder: 5,000,000 ordinary shares of NIS 1 par value each.

20. Adding a topic to the agenda

Following the publication of this voting ballot, it is possible that there may be changes to the agenda, including the addition of a topic to the agenda, making the publication of position papers

4

likely. The up-to-date agenda and position papers published in the Company's reports can be viewed on the distribution website.

One shareholder or more, holding shares constituting at least 1% of the voting rights at the special meeting of the Company, may request the Board of Directors, up to 7 days after calling the meeting, to include a topic on the agenda of the meeting, provided that the topic is suitable to be discussed at the special meeting.

Should the Board of Directors find that a topic that was requested to be included on the agenda is suitable to be discussed at the special meeting, the Company shall prepare an updated agenda and an amended voting ballot, should this be required, and shall publish them not later than 7 days after the last date for furnishing a request for the inclusion of an additional topic on the agenda, as referred to above.

A shareholder will indicate his manner of voting in relation to the topics that are on the agenda by means of the form that is the second part of this voting ballot, and if the shareholder is voting by virtue of a power of attorney (i.e. by representative), the aforesaid information shall be provided for both the issuer and the recipient of the power of attorney.

Company name: The Tel-Aviv Stock Exchange Ltd.

The address of the Company (for the delivery and mailing of the voting ballots): The offices of the Company at 2 Ahuzat Bayit St., Tel Aviv, to the care of Signal Berliner Levinson, Company Secretary.

Company no.: 52-002003-3

Date of meeting: Wednesday, July 29, 2020 at 16:00.

Type of meeting: special.

Record date: Tuesday, June 30, 2020.

(Up to here to be filled by the Company)

Details of the shareholder

Name of shareholder (Hebrew/English) -

If the shareholder does not hold an Israeli I.D. -

___________________________________________________ I.D. no. - ___________________________________________

Passport no. - ___________________________________________

Country of issuance - _______________________________________

Expiration date - ___________________________________________

If the shareholder is a corporation -

Corporation no. - ___________________________________________

Country of incorporation - _____________________________________

Manner of Voting

No. of topic	Manner of Voting1			For the purpose of the amendment of section 14.2 of the Company's Officers' Compensation Policy - are you a controlling shareholder, an interested party, holder of personal interest in the approval of the appointment, a senior officer or an institutional investor2 ?
on the agenda	For	Against	Abstain	Yes*	No
1

Are you an interested party, a senior officer3 or an institutional investor4			? Yes__	No__
------------------------------------------------------------------------------	--	--	---------	------

Date: ______________ Signature: ______________

For shareholders holding shares through a Stock Exchange member (under Section 177(1)) - this voting ballot is valid only when accompanied by a confirmation of ownership, unless voting is effected by means of the Electronic Voting System.

For shareholders who are registered in the Company's Shareholders' Register - the voting ballot is valid when accompanied by a photocopy of an I.D. certificate/passport/certificate of incorporation.

* Elaborate - on next page.

• ¹Non-marking will be deemed as abstaining on such topic.
• 2 If a shareholder does not fill out this column or marks "yes" without elaborating, his vote shall not be included in the vote count.
• ³Within the definition of this term in Section 1 of the Securities Law, 5728-1968.
• ⁴Within the definition of this term in Regulation 1 of the Supervision of Financial Services Regulations (Provident Funds) (Participation of a Management Company in a General Meeting), 5769-2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 5754-1994.

Details

As regarding the resolution specified in section 1 of the agenda (see section 3 of this voting ballot above):

Presented below are details concerning my being a "holder of personal interest" as regarding the Amendment of Section 14.2 of the Company's Officers' Compensation Policy. ___________________________________________________________________________________

___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________