Tel Aviv Stock Exchange Ltd. — AGM Information 2021

Jul 21, 2021

This is an English translation of a Hebrew Immediate report, including its appendices, that was published on July 21, 2021 (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.

THE TEL-AVIV STOCK EXCHANGE LTD.

Re: Immediate Report on the Convening of a Special Meeting

In accordance with the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereafter: "the Reports Regulations"), The Tel-Aviv Stock Exchange Ltd. (hereafter, also: "TASE" or "the Company", as appropriate), announces the convening of a special meeting to be held on Tuesday, August 31, 2021, at 15:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101.

1. On the agenda:

Approval of a retirement bonus to Mr. Amnon Neubach, Chairman of the Board of Directors of the Company

Wording of the proposed resolution - Approval of a retirement bonus to Mr. Neubach, in an amount of NIS 700,000 (plus VAT), this in appreciation of his many years of service (hereafter: "the Proposed Bonus to the Chairman" or "the Retirement Bonus"), all as set out in section 2 below (hereafter: "the Resolution on a Bonus to the Chairman"). It should be noted that the payment of the Proposed Bonus to the Chairman will be made to a management company that is fully owned and controlled by Mr. Neubach, as described below. The Resolution on a Bonus to the Chairman was approved by the Company's Board of Directors in its meeting on July 6, 2021, following its approval by the Audit Committee, in its capacity as the Company's Compensation Committee (hereafter: "the Compensation Committee"), in its meeting on July 4, 2021.

• 1. Additional information concerning the resolution on the agenda
  2. 2.1 General
• 2.1.1 On May 11, 2014, the Company entered into a services agreement with a management company (hereafter: "the Management Company") that is fully owned and controlled by Mr. Neubach (as amended on December 29, 2016) (hereafter: "the Services Agreement"), under which Mr. Neubach provides services, initially as a full-time executive Chairman of the Board of Directors and since January 1, 2017 as a non-executive Chairman of the Company's Board of Directors, at a monthly scope of 8 days. Pursuant to the provisions of the Services Agreement, Mr. Neubach is entitled to a Monthly Consideration of NIS 50,000, plus VAT, as required by law (linked to the CPI for December 2016) (hereafter: "the Monthly Consideration").
• 2.1.2 On June 29, 2021, Mr. Neubach notified the Company of his decision to retire from his position as a director and Chairman of the Board of Directors of the Company (including subsidiaries of the Company), and his wish to step down with effect from August 1, 2021.
• 2.2 Information on the Proposed Bonus to the Chairman
  • 2.2.1 On July 6, 2021, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee on July 4, 2021, approved the payment of a Retirement Bonus to Mr. Neubach in an amount of seven hundred thousand (700,000) NIS (before VAT).
  • 2.2.2 For the sake of good order it should be noted that, under the provisions of the Company's compensation policy for the years 2021-2023 (hereafter: "the Compensation Policy"), the payment of the Retirement Bonus is conditional upon Mr. Neubach and the management company undertaking to refund to the Company (in whole or in part) the Proposed Bonus to the Chairman that had been granted on the basis of financial data that were found to be misstated and that have been restated in the financial statements of the Company, subject to and in conformity with the terms and qualifications prescribed in the Compensation Policy.
• 2.3 Additional information on Mr. Neubach, the terms of his employment and the Retirement Bonus
  • 2.3.1 For information concerning Mr. Neubach, see Regulation 26 in the "Additional Information" chapter of the 2020 Periodic Report.

2.3.2 For information concerning the terms of office and employment of Mr. Neubach (i.e. the terms of the Services Agreement) and the scope of his remuneration in 2020, see Regulation 21(6) in the "Additional Information" chapter of the 2020 Periodic Report. The information that is provided in said Regulation is included herein by way of reference. Presented below is information on the remuneration payable to Mr. Neubach for his service in 2021 (i.e. until July 31, 2021, including assuming the approval of the Retirement Bonus).

Details of the remuneration recipient			Remuneration for services (NIS, in thousands)				Other remuneration
Period	Appointment percentage	Rate of holding of Company's equity	Cost of fixed salary	Bonus	Share based payment	Management fees	Interest / rent / other	Total for the period (NIS, in thousands)
2021 (through July, inclusive)	8 days a month	-	-	700	-	360	-	1,060

• 2.3.3 According to the Compensation Policy of the Company, the ratio of the variable components (excluding early notice fees, adaptation grant and supplementary severance pay) must not exceed 70%. In the opinion of the Company, the primary purpose of this restriction, which normally applies to annual bonuses, which are, inter alia, conditional upon the business results of the Company, is to moderate the risk appetite of the officer during his office, so that the officer would not be inclined to take unreasonable risks in performing his duties. Accordingly, it is not relevant to the grant of a retirement bonus, where the officer has stepped down, similarly to early notice fees, adaptation grant and supplementary severance pay, which are explicitly excluded for the purposes of this provision.
• 2.3.4 Based on the data for 2020, the ratio of the maximum compensation of Mr. Neubach (including assuming approval of the Retirement Bonus) to the average compensation of all other employees of the Company (including contract workers) is approximately 6.2, and the ratio of the maximum compensation of Mr. Neubach to the median compensation of all other employees of the Company (including contract workers) is approximately 6.6 (weighted to Mr. Neubach's 100% appointment percentage, and compared to ratios of 5.3 and 5.7, respectively, that were in effect on the date of the most recent approval of the Compensation Policy,

in March 2021). These ratios are significantly less than the compensation ratios that apply in relation to the terms of employment of the Company's CEO, and the Company believes that, in view of the unique nature of the Retirement Bonus and its underlying justifications, these are not expected to adversely affect the working relations in the Company.

• 2.3.5 The Services Agreement may be terminated by either of the parties, for any reason, with an advance notice of 90 days¹ . Notwithstanding the aforesaid, the Company may terminate the Services Agreement with immediate effect and without advance notice under certain circumstances (including circumstances in which, if Mr. Neubach were an employee, he would not be entitled to severance pay) or in the event of Mr. Neubach's failure to comply with the qualification conditions set forth in the law for service as the Chairman of the Board of Directors of the Company. To complete the picture, it should be noted that Mr. Neubach took office at the beginning of April 2014, and in view of the 8-year limit that applies to this position pursuant to the Securities Law, his qualification to serve as Chairman of the Board of Directors of the Company would have expired in several months, at the end of March 2022.
• 2.3.6 Mr. Neubach is entitled to be included in the Company's officers' liability insurance policy and is also entitled to an indemnity letter from the Company.
• 2.3.7 The Management Company is entitled to a reimbursement of expenses incurred during the performance of the Services, including overseas travel and lodging expenses.
• 2.3.8 It should be noted that the terms of employment of Mr. Neubach are within the scope of the Compensation Policy, as was in effect on the date of approval of the Services Agreement and the Compensation Plan, as well as on the date of approval of the Proposed Bonus to the Chairman. Nevertheless, the payment of the Retirement Bonus is not provided for in the Company's Compensation Policy, and hence constitutes a deviation therefrom.
• 2.4 Summary of the reasoning provided for the approval by the Compensation Committee and the Board of Directors of the Proposed Bonus to the Chairman

¹ On July 6, 2021, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee from July 4, 2021, has decided to accept Mr. Neubach's notification of his wish to step down at the end of July 2021.

Taking into consideration the fact that the Company's Compensation Policy does not address a retirement bonus, during the discussions held by the Compensation Committee and by the Board of Directors of the Company, the following special reasons, among others, were given:

2.4.1 As Chairman of the Board of Directors of the Company, Mr. Neubach is a full partner in the significant processes that TASE has undergone during his term of office therein, both as a company and as home of the Israeli economy. During said period, the Company has undergone a complex and prolonged restructuring process, which included its transformation from a private company without share capital that is owned by the TASE members and that does not operate for profit, to a private company with share capital that operates for profit. Subsequently, the Company underwent another complex demutualization process, as part of which the shares of the TASE members were sold to foreign private investors. At the conclusion of this prolonged, multi-stage process, in the Summer of 2019 the Company carried out an IPO and its shares were listed on the Tel Aviv Stock Exchange.

Mr. Neubach headed, on behalf of the Company, the legislative process for the TASE restructuring and represented the Company in this regard at meetings of the Knesset's Finance Committee and in dealings with the Israel Securities Authority.

• 2.4.2 During Mr. Neubach's term in office, TASE attained a pivotal position in Israel's investments arena. This is reflected in the momentous increase over the past year in the number of applications submitted by corporations to perform an IPO on TASE and in the number of offerings completed, which was the highest in several years.
• 2.4.3 Throughout Mr. Neubach's years in office, the data of the Company improved across the board, i.e. between the financial results of the Company for 2014 and those reported in its annual financial statements for 2020: total assets increased by 47%, equity rose by 28.9% and the net profit increased by 290%. Additionally, since its IPO two years ago, the market cap of the Company has increased by close to 185%.

The consistent improvement in the performance of the Company, as described above, persisted throughout 2020, despite the looming coronavirus pandemic. This unprecedented global crisis created uncertainty and volatility in the markets, both locally and globally, and presented complex challenges of a new kind that

required the maintenance of continuous operations and business continuity under lockdowns, strict restrictions on movement and on business activity, transition to remote work etc.

• 2.4.4 In his term in office, Mr. Neubach managed the work of the Boards of Directors of the Company and the subsidiaries, which grew substantially after the Company became a public company. During his years in office, the Company undertook a commitment to corporate governance, aiming to set an example for the companies listed on TASE.
• 2.4.5 Over his years in office, Mr. Neubach has represented TASE in various conferences, including international conferences and participated in the annual conference of the World Federation of Exchanges. Additionally, Mr. Neubach spoke in various forums as the representative of TASE, thereby contributing to improving the accessibility of financial knowhow to the public.
• 2.4.6 As described above, Mr. Neubach's term in office involved significant processes that contributed to the development of the TASE Group and its activities, alongside a consistent improvement in the performance of the Company, on the backdrop of multiple complex challenges. While these achievements are the result of a group effort by all organs of the Company, the performance of Mr. Neubach as Chairman of the Company's Board of Directors justifies the granting of a significant Retirement Bonus.
• 2.4.7 Unlike the management and employees of the Company, in view of his duties and position as a director, Mr. Neubach has not been rewarded equity compensation over his years of service. Under these circumstances, the proposed Retirement Bonus serves as statement of appreciation for Mr. Neubach's continuous dedication to the success of the Company.
• 2.4.8 Although the granting of such bonus is outside the scope of the Company's Compensation Policy (which includes no reference to a retirement bonus), it is not uncommon among public companies in Israel under similar circumstances. Furthermore, it has an added value for the Company in making it known to candidates for office therein that the Company is willing and able to reward outstanding achievements, even if such reward is an exception and has not been predefined in the terms of service of the officer, which may be conducive to the long-term objectives of the Company.

3. 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:

• 3.1 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 Company² 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.
• 3.2 The total opposing votes among the shareholders referred to in section 3.1 above does not exceed two (2%) percent of the total voting rights in the Company.

4. Identity of the controlling shareholder, within the meaning of this term in Section 268 of the Companies Law

To the date of the report, the Company does not have a controlling shareholder, within the meaning of this term in Section 268 of the Companies Law.

5. Identity of the directors who participated in the discussions for approval of the Resolution of the Proposed Bonus to the Chairman

• 5.1 Mr. Itzhak Halamish, Ms. Meirav Ben Cnaan Heller, Ms. Bruria Gross Prushansky and Mr. Yoav Chelouche participated in the Compensation Committee's discussion of the Resolution on a Bonus to the Chairman held on July 4, 2021.
• 5.2 Mr. Itzhak Halamish, Ms. Meirav Ben Cnaan Heller, Ms. Bruria Gross Prushansky, Mr. Salah Saabneh and Mr. Yoav Chelouche participated in the Board of Directors' discussion of the Resolution on a Bonus to the Chairman held on July 6, 2021.

6. Identity of the directors who, to the best of the Company's knowledge, have personal interest in the Resolution on a Bonus to the Chairman

² 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 that do not have personal interest in the approval of the resolution.

With the exception of Mr. Amnon Neubach, who is entitled (through the Management Company) to the Proposed Bonus to the Chairman, as described in section 1 above, none of the directors has personal interest in the approval of this resolution.

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 Tuesday, August 31, 2021, at 15:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101. If adjourned, the meeting will take place on Thursday, September 9, 2021, 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, August 3, 2021 (hereafter:

"the Record Date"). A 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 7.5 below (hereafter: "Voting Ballot").

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.

• 7.2 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 the Company's Articles of Association and subject to the provisions of the Companies Law.
• 7.3 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.

• 7.4 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.
• 7.5 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 (hereafter: "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.
• 7.6 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.
• 7.7 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.
• 7.8 Additionally, 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 the Nominee Company) (hereafter: "Unregistered Shareholder"), shall also be entitled to vote with an electronic Voting Ballot that will be transmitted to the Company via the electronic voting system (hereafter: "Electronic Voting System") not later than 6 hours prior to the time of the meeting.
• 7.9 An Unregistered Shareholder may, at any time, notify the Stock Exchange member through which it holds the shares that he declines his entitlement to vote via the Electronic Voting System (as determined on the Record Date). Having done so, the Stock Exchange member will not provide information on such shareholder pursuant to the Companies Law (Vote by Ballot and Position Paper), 5766-2005, unless it has been instructed otherwise by the Unregistered Shareholder. Notifications by shareholders, as above, will be submitted to the Stock Exchange member not later than 12:00 noon of the Record Date, this with respect to the securities account and not in relation to specific securities that are held in the account.
• 7.10 Upon entering the Electronic Voting System, the shareholder may vote on the topics that are on the agenda of the meeting. Alternatively, a shareholder may request that his details be transmitted to the Company via the Electronic Voting System for the purpose of proving title to the securities, as set out in section 7.9 above, without specifying the direction of his vote, so that he may physically vote at the meeting without being required to present a certificate of title.
• 7.11 An Unregistered Shareholder may furnish his certificate of title to the Company via the Electronic Voting System.
• 7.12 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.
• 7.13 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.
• 7.14 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.
• 7.15 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.
• 7.16 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/.
• 7.17 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.
• 7.18 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.
• 7.19 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 representative 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 convening 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.

The publication of this report will be followed by the publication of a translation of this convening report, including its appendices, into the English language (hereafter: "the Translation"). It should be noted that the Translation is published for reasons of convenience only, and that in the event of any contradiction between this convening report and the Translation, the provisions of this convening report shall prevail.

Yours sincerely,

Sigal Berliner-Levinson, Adv. Company Secretary

July 21, 2021 394385

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 Tuesday, August 31, 2021 at 15:00 AM, at the offices of the Company at 2 Ahuzat Bayit St., Tel Aviv, on the 11th Floor in Room 1101. If a quorum is not present half an hour after the time set for the opening of the meeting, the meeting shall be adjourned to Thursday, September 9, 2021, at the same place and at the same time.

3. Details of the topic on the agenda that may be voted upon by the voting ballot: Approval of a retirement bonus to Mr. Amnon Neubach, Chairman of the Board of Directors of the Company

Wording of the proposed resolution -

Approval of a retirement bonus to Mr. Neubach, in an amount of NIS 700,000 (plus VAT), this in appreciation of his many years of service (hereafter: "the Proposed Bonus to the Chairman"), all as set out in section 2 of the meeting convening report (hereafter: "the Resolution on a Proposed Bonus to the Chairman").

It should be noted that the payment of the Proposed Bonus to the Chairman will be made to a management company that is fully owned and controlled by Mr. Neubach, as described below.

The Resolution of the Proposed Bonus to the Chairman was approved by the Company's Board of Directors in its meeting on July 6, 2021, following its approval by the Audit Committee, in its capacity as the Company's Compensation Committee (hereafter: "the Compensation Committee"), in its meeting on July 4, 2021.

4. Summary of facts that are relevant to the topic on the agenda

4.1 On May 11, 2014, the Company entered into a services agreement with a management company (hereafter: "the Management Company") that is fully owned and controlled by Mr. Neubach (as amended on December 29, 2016) (hereafter: "the Services Agreement"). Mr. Neubach provides services as a non-executive Chairman of the Company's Board of Directors, at a monthly scope of 8 days. Pursuant to the provisions of the Services Agreement, Mr.

Neubach is entitled to a Monthly Consideration of NIS 50,000, plus VAT, as required by law (linked to the CPI for December 2016) (above and hereafter: "the Monthly Consideration").

• 4.2 On June 29, 2021, Mr. Neubach notified the Company of his decision to retire from his position as a director and Chairman of the Board of Directors of the Company (including subsidiaries of the Company), and his wish to step down with effect from August 1, 2021³ .
• 4.3 Information on the Proposed Bonus to the Chairman
  • 4.3.1 On July 6, 2021, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee on July 4, 2021, approved the payment of a Retirement Bonus to Mr. Neubach in an amount of seven hundred thousand (700,000) NIS (before VAT).
  • 4.3.2 For the sake of good order it should be noted that, under the provisions of the Company's compensation policy for the years 2021-2023 (hereafter: "the Compensation Policy"), the payment of the Retirement Bonus is conditional upon Mr. Neubach and the management company undertaking to refund to the Company (in whole or in part) the Proposed Bonus to the Chairman that had been granted on the basis of financial data that were found to be misstated and have been restated in the financial statements of the Company, subject to and in conformity with the terms and qualifications prescribed in the Compensation Policy.
• 4.4 For additional information on Mr. Neubach, the terms of his employment and the retirement bonus, see section 2.3 of the convening report.

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

The complete text of the proposed resolutions are 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 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:

³ On July 6, 2021, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee from July 4, 2021, has decided to accept Mr. Neubach notification of his wish to step down at the end of July 2021, in place of an advance notice period of 90 days.

• 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 Company⁴ 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.

⁴ 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 that do not have personal interest in the approval of the resolution.

• 1. 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.
• 1. 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.
• 1. Final date for the submission of position papers to the Company: up to 10 days prior to the date of the meeting.
• 1. 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.
• 1. The distribution 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/
• 1. 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.

• 1. 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.
• 1. 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: 5,066,403.3 ordinary shares with no par value.

Number of shares representing 5% of total voting rights in the Company that are not held by the controlling shareholder: 5,066,403.3 ordinary share with no par value.

1. 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 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.

Voting Ballot - Part Two

		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: Tuesday, August 31, 2021 at 15:00.

Type of meeting: special.

Record date: Tuesday, August 3, 2021.

(Up to here to be filled by the Company)

Details of the shareholder

Name of shareholder (Hebrew/English) -

I.D. no. - ___________________________________________

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

Passport no. - ___________________________________________

Country of issuance - _______________________________________

Expiration date - ___________________________________________

If the shareholder is a corporation -

Corporation no. - ___________________________________________

Country of incorporation - _____________________________________

___________________________________________________

Manner of Voting

				For the purpose of the approval of
				the Proposed Bonus to the
				Chairman – are you a controlling
				shareholder, holder of personal
			interest in the approval of the
				appointment, a senior officer or an
No. of topic on the	Manner of Voting1			institutional investor2 ?
agenda	For	Against	Abstain
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.

* Please explain in detail - on following 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, 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), 2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994.

Details

As regarding the resolution on the Proposed Bonus to the Chairman - Topic 1 on the agenda (see section 3 of this voting ballot above):

Presented below are details concerning my "having personal interest in the approval of the resolution" as regarding the resolution on the Proposed Bonus to the Chairman (pursuant to Section 275 of the Companies Law):

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