Date: May 23, 2023

The Tel-Aviv Stock Exchange Ltd.

Re: Immediate Report on the Convening of a Special Annual General Meeting

Presented herewith is an immediate report in accordance with the Companies Law, 1999 (hereafter: "the Companies Law"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting In a Public Company and Addition of a Topic to the Agenda), 2000 (hereafter: "the Notice Regulations"), the Companies Regulations (Written Vote and Position Papers), 2005, the Securities Regulations (Private Offering of Securities in a Listed Company), 2000, and the Securities Regulations (Periodic and Immediate Reports), 1970 (hereafter: "the Reports Regulations"), concerning the convening of a special annual general meeting of the shareholders of the Company, to be held on ThursdayJune 29, 2023, at 15:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101.

1. On the agenda:

1.1 Discussion of the Company's financial statements and of the Board of Directors' report on the state of the Company's affairs for the year ended December 31, 2022

1.2 Appointment of auditors and a report on their fees for 2022

Wording of the proposed resolution - To appoint the Brightman Almagor Zohar Accounting Firm as the auditors of the Company.

For information on the auditors' fees for 2022, see section 3.5 to the Board of Directors' Report as of December 31, 2022, which is included in the Company's Periodic Report for 2022 published on March 28, 2023 (reference no.: 2023-01-033528) (hereafter: "the 2022 Periodic Report"). The information that is provided in the 2022 Periodic Report is included herein by way of reference.

1.3 Amendment to the Company's Officers' Compensation Policy for the Years 2023- 2025

Wording of the proposed resolution - To approve the amendment to Company's officers' compensation policy for the years 2023-2025, the principals of which are set out in section 2.1 below and address the adjustment of the provisions of the compensation policy to the terms of employment of the Chairman of the Board of Directors of the Company. The document presenting the amended compensation policy for the years 2023-2025 is attached, with changes marked¹ , as Appendix A to this report (hereafter: "the Amended Compensation Policy" and "the Amended Compensation Policy Resolution", respectively).

The Amended Compensation Policy Resolution has been approved by the Board of Directors of the Company in its meeting on May 23, 2023, following its approval by the Company's Audit Committee in its capacity as the Company's Compensation Committee (hereafter, in this report: "the Compensation Committee") in its meeting on May 23, 2023.

1.4 Appointment of a director and a chairman for the Board of Directors and approval of the terms of his employment - Prof. Yevgeny (Eugene) Kandel

Wording of the proposed resolution - To appoint Prof. Yevgeny (Eugene) Kandel (hereafter: "Prof. Kandel") as a director and Chairman of the Board of Directors for a period of 5 years, in accordance with the provisions of Article 100 of the Company's Articles of Association and of Section 50B6 of the Securities Law, 1968 (hereafter: "the Securities Law"); and to approve the terms of his emplolyment, in a 50% appointment percentage, so that he shall be entitled to a monthly salary of NIS 64.5 thousand (gross), an annual bonus in an amount that shall not exceed 3 times the monthly salary as well as to the grant of 319,800 warrants that are exercisable, each, into one ordinary share of the Company, all subject to and in conformity with the stated in section 2.2 of this report (hereafter: "the Terms of Employment of the Chairman of the Board of Directors" and "the Resolution on the Appointment of the Chairman of the Board of Directors and the Terms of His Employment", respectively).

For information concerning Prof. Kandel, including the terms of his office, see section 2.2 below.

It should be noted that the various amounts specified in the Amended Compensation Policy have been updated due to CPI-linkage. Since this linkage is in conformity with the provisions of the compensation policy, those updates have not been marked.

by the Company's Audit Committee in its capacity as the Company's Compensation Committee (hereafter, in this report: "the Compensation Committee") in its meeting on April 30, 2023.

2. Additional information on Topics 1.3 and 1.4 on the agenda:

The Amended Compensation Policy Resolution 2.1
2.1.1 On January 12, 2023, the general meeting of the Company's shareholders, after obtaining the approval of the Compensation Committee and the Board of Directors, approved a compensation policy for officers in the Company for the years 2023- 2025(inclusive) (hereafter: "the Compensation Policy").
2.1.2 Since on the date of approval of the Compensation Policy, the Chairman of the Board of Directors was an interim appointment, without compensation, the convening notice of the Company's shareholders' meeting for the approval of the Compensation Policy stated, inter alia, that since, on the publication date of said report, a candidate has not yet been nominated for the permanent position of Chairman of the Board of Directors, and in view of the unique status of this position at the Company, it was inappropriate, at that time, to discuss and change the provisions of the Compensation Policy that specifically address this position.
2.1.3 On April 30, 2023, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee (and subject to obtaining the approval of the Company's shareholders' meeting, as described in section 1.4 above) approved, inter alia, the Terms of Employment of Prof. Kandel as Chairman of the Board of Directors. The aforesaid approval was obtained, inter alia, following the receipt of a comprehensive comparative study prepared by Compuvision, a firm specializing in executive compensation advisory services (hereafter: "the Comparative Study" and "the Compensation Advisor", respectively), as set out in section 2.1.4 below. The Comparative Study of the Compensation Advisor contained data regarding the compensation of chairs of boards of directors in the comparable companies, both in relation to the actual terms of compensation, and in relation to the terms of compensation according to the compensation policy of each of the comparable companies (hereafter: "the Comparative Study").
2.1.4 Accordingly, the Comparative Study reviewed, within the public compensation policy documents of the comparable companies, the ceilings and related benefits relating to the fixed compensation components, the variable compensation components (maximum

bonus, the compensation plan, long-term mechanism), equity compensation, the ratio of the fixed component to the variable component and the terms for the termination of employment of the chair of a board of directors.

2.1.5 Accordingly, on May 23, 2023, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee, approved an amendment to the Compensation Policy for the purpose of its adjustment to the Terms of Employment approved for Prof. Kandel, as follows:

2.1.5.1 Annual bonus ceiling

Section 9.2 of the Compensation Policy will be amended, to the effect that the Company shall be permitted to grant the Chairman of the Company's Board of Directors an annual bonus based on a Company-wide quantitative critetion, in an amount that shall not exceed three monthly salaries.

At the same time, a clarification will be added, that the Company shall be permitted to grant an annual bonus based on qualitative criteria solely to the CEO and to officers reporting to the CEO.

2.1.5.2 Share-based compensation

Section 10.4 of the Compensation Policy will be amended, by introducing section 10.4.3. pursuant to which the Company shall be permitted to allot to the Chairman of the Board of Directors of the Company equity compensation that shall not exceed the aggregate amount of fifteen (15) monthly salaries, and the value deriving from the division of such total amount by the number of grant years for which they are granted will not exceed five (5) monthly salaries.

To remove any doubt, it is hereby clarified that all other terms of the equity compensation prescribed in the Compensation Policy remain intact and will be applied, with the necessary changes.

2.1.6 Reasoning of the Audit Committee and the Board of Directors

2.1.6.1 The wording of the Amended Compensation Policy is consistent with the principles of the Compensation Policy, as the overall compensation to the Chairman of the Board of Directors is not variable, and the principal change is expressed in the creation of a different mix between the annual bonus and the equity compensation, in favor of the equity compensation.
2.1.6.2 The ceilings of compensation for the Chairman of the Board of Directors are cosistent with the customary practice in the companies included in the Comparative Study.
2.2 Resolution on the Appointment of the Chairman of the Board of Directors and the Terms of His Employment
2.2.1 Subject to obtaining the approval of the Company's shareholders' meeting and to the provisions of Section 50B6 of the Securities Law, Prof. Kandel will be appointed for the position of Chairman of the Board of Directors of the Company for an initial term of five years from the commencement of his office, as described above.

Presented below is information on Prof. Kandel, as required under Regulation 26 of the

Reports Regulations

Name: Yevgeny (Eugene) Kandel

I.D. No.: 017464108

Date of birth: July 6, 1959

Address for the service of process: #69 Nof Harim, Mevaseret Zion

Nationality: Israeli and U.S.

Membership in a committee or committees of the Board of Directors: No.

Is he an independent director or an outside director as defined in the Companies Law; does he possess accounting and financial expertise or professional qualifications; and is he an expert outside director: ordinary director possessing accounting and financial expertise.

Is he an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: Yes, subject to obtaining the approval of the Company's shareholders' meeting, a personal employment agreement will be signed between the Company and Prof. Kandel.

Date of commencement of service as director in the Company: The date of the General Meeting's resolution and subject to the stated in Section 50B16 of the Securities Law.

His education and occupation in the last five years and details of the corporations in which he serves as a director

Education:

B.A. in Economics, Hebrew University of Jerusalem;

MBA, University of Chicago;

M.A. in Economics, Hebrew University of Jerusalem;

PhD in Business Administration and Economics from the University of Chicago.

Occupation in the past 5 years:

2004 to date: CEPR, European research center, Research Fellow

2008 to date: Hebrew University, Emil Speyer Professor of Economics and Finance, Department of Economics and Business School;

2016 to date: Israel Democracy Institute, Chair (Co-Chair since 2019) of the Eli Hurwitz Conference;

2021 to date: Start-Up Nation Policy Institute (public Benefit Company) - Co-Chair;

2015-2021: Start-Up Nation Policy Institute (public Benefit Company) - Co-Chair;

2016-2020: Prime Minister's Office, Chair of the Advisory Committee to the Prime Minister and the National Economic Council;

2019-2020: Ministry of Diaspora Affairs, Co-Chair of the committee advising the Government on safeguarding the future of the jewish people worldwide;

2022-2023: Central Bureau of Statistics, Chair, Committee on Improvement of the Quality of Data on the Technology Sector;

2023: Water Authority, Chair, Committee on Improvement of Regulation of Mekorot, Water Authority;

Member of advisory committee: Group 107 Ltd.; Stardust Ltd.; Ignite Ltd.

Other corporations in which he serves as a director:

Kali Group Insurance Agency and Investments Marketing Ltd.; NDrip Ltd.; Credit 360 Ltd.; Factory Ltd.; Dassa Consulting and Management Ltd. (Chairman and CEO - a company fully owned by Prof. Kandel); Maniv Venture Capital Fund,

To the best knowledge of the Company and its directors, is he related to another interested party in the Company: No

Is he a director who the Company views as possessing accounting and financial expertise for the purpose of meeting the minimum number prescribed by the Board of Directors in accordance with Section 92(a)(12) of the Companies Law: Yes

Prof. Kandel has delivered a declaration to the Company in accordance with Section 224B of the Companies Law. A copy of Prof. Kandel's declaration is attached to this report.

2.2.2 Terms of employment of Prof. Kandel

Subject to obtaining the approval of the Company's shareholders' meeting, the Company and Prof. Kandel will enter into an employment agreement, under an employer-employee relationship, by virtue of which Prof. Kandel will serve as Chairman of the Board of Directors of the Company (non-executive), including in subsidiaries of the Company, at a part-time appointment percentage of 50%. For his office, Prof. Kandel shall be entitled to compensation, as specidied below:

2.2.2.1 The monthly salary (gross) of Prof. Kandel will total NIS 64.5 thousand (linked to the CPI for March 2023) (hereafter: "the Salary"), an amount that reflects a fixed monthly salary cost of approximately NIS 86 thousand. The cost of salary includes contributions to an advanced study fund, severance pay fund, and provident fund, as customary in the Company.
2.2.2.2 Prof. Kandel shall be entitled to an annual vacation of 14 days, of which he shall be permitted to accrue up to 7 days a year (mandatory utilization of 7 vacation days per year) and up to 14 days in aggregate.
2.2.2.3 Prof. Kandel shall be entitled to recreation pay as prescribed by law for 10 recreation days a year. It is hereby clarified that the aforesaid recreation pay (at the rate currently required by law), are included in the Salary, and shall not been paid on top of the Salary.
2.2.2.4 Prof. Kandel shall be entitled to 23 sick days a year (based on his appointment percentage).
2.2.2.5 Upon his appointment, Prof. Kandel shall be included in the exemption, indemnification and insurance arrangements that are currently in effect at TASE in relation to all officers.
2.2.2.6 In addition, Prof. Kandel is entitled to various benefits that are included in the Related Benefits to Managers Procedure (e.g., internet, mobile telephone, newspapers, periodic checkups, etc.).
2.2.2.7 The agreement is for an indefinite period. Each of the parties is entitled to announce the early termination of the agreement with a 90-day advance notice (subject to extraordinary circumstances that allow TASE to terminate the agreement immediately). Upon the termination of his employment, TASE will transfer to the manager the ownership of the managerial insurance policy and/or the pension fund (unless its right to do so has been revoked), this in lieu of the payment of severance pay, with the exception of circumstances that by law permit the revoking or the reduction of severance pay. Additionally, upon the termination of his employment, TASE will release the advanced study fund to the possession of Prof. Kandel.
2.2.2.8 Annual bonus

Prof. Kandel shall be entitled to an annual bonus in an amount of up to 3 salaries, based on a quantitative criterion, in accordance with a target amount of "pre-tax profit" for the Company in the relevant year. For 2023, Prof. Kandel shall be entitled to a proportionate bonus, based on the actual period in which he serves as Chairman of the Board of Directors of the Company.

2.2.2.9 Equity compensation

In his first three years in office, Prof. Kandel shall be entitled to equity compensation of 319,800 warrants that are exercisable into ordinary shares with no par value of the Company, under the terms specified below (hereafter: "the Equity Compensation"). At the end of his first three years in office, the Company will work to approve the grant of additional equity compensation to Prof. Kandel, based on the principle of a quantity of warrants equal to 5 Salaries for each year in office (which shall be determined based on the value of the warrants on the date of approval of the Equity Compensation), this subject to obtaining all of the approvals required by law.

Since the Equity Compensation to which Prof. Kandel is entitled constitutes a material private offering, the disclosure provided below is, among others, in accordance with Regulation 20 of the Securities Regulations (Private Offering of Securities in a Listed Company), 2000.

Subject to obtaining the approval of the Company's shareholders' meeting, and to obtaining the approvals described in section 2.2.2.9g below, the Company will allot to Prof. Kandel (in this section below, also: "the Offeree" or "the Officer"), 319,800 warrants that are exercisable into 319,800 ordinary shares of the Company (hereafter: "the Warrants" and "the Exercise Shares"), respectively), under the terms that are specified in the warrant plan for the Chairman of the Board of Directors (hereafter: "the Plan" or "the Warrant Plan"), as set forth below:

a. The Offeree

The Offeree shall serve as the Chairman of the Board of Directors of the Company by virtue of an employment agreement, and therefore an employer-employee relationship shall exist between him and the Company on the allotment date. The Offeree is not an interested party within the meaning of the term in Section 270(5) of the Companies Law (hereafter: "Interested Party"), and to the best of the Company's knowledge is not expected to become an interested party or a stakeholder as a result of the grant of the Warrants.

b. Terms of the Securities the Offering of which is Proposed, their Quantity and their Percentage of the Voting Rights and the Issued and Paid-Up Share Capital of the Company, After the Allotment As Well As On a Fully Diluted Basis

(1) The Warrants will be allotted to a trustee appointed in accordance with the provisions of Section 102 of the Income Tax Ordinance [New Version], and the regulations, the rules, the circulars and the directives issued by virtue thereof (hereafter: "the Trustee") on behalf of Prof. Kandel.

The Warrants will be allotted for no consideration.

(2) The Warrants will not be listed on The Tel Aviv Stock Exchange Ltd. (hereafter: "TASE"). The shares of the Company that would be allotted by the Company to the Offeree upon the exercise of the Warrants (hereafter: "the Exercise Shares") are ordinary shares of the Company. The Exercise Shares shall be, commencing on their exercise date, equal in rights for all intents and purposes to the existing ordinary shares in the Company's share capital.
(3) Each option shall be exercisable into one ordinary share of the Company, with no par value, in accordance with the terms that shall be stipulated in the Warrant Plan, and subject to adjustments.
(4) To the date of this report, the authorized share capital of the Company is 150,000,000 ordinary shares. The issued and paid-up share capital of the Company as of the date of approval by the Board of Directors is 102,643,507 ordinary shares² . After the allotment of the Warrants to the Offeree there will be no change in the issued and paid-up share capital of the Company.
(5) Under the theoretical assumption of the full exercise and conversion of all of the Warrants³ , after the allotment the issued and paid-up share capital of the Company will total 99,089,264 ordinary shares⁴ , and the Company shares that will derive from the exercise and/or conversion of all of the granted Warrants will constitute 0.32% of the issued and paid-up share capital of the Company, after the allotment; and under the theoretical assumption of the full exercise and conversion of all of the granted Warrants and of the remaining allotted convertible securities of the Company - the issued and paid-up share capital of the Company will total 106,319,264 ordinary shares⁵ , and the Company

⁴ Excluding dormant shares.

² At end-of-day of April 27, 2023; excluding dormant shares.

³ Without accounting for warrants awarded but not yet allotted to the Company CEO, as described in the Company's meeting convening report dated March 28, 2023 (reference no.: 2023-01-029779). The information that is provided in said immediate report is included herein by way of reference.

⁵ Excluding dormant shares.

shares that will derive from the exercise and/or conversion of all of the granted Warrants will constitute 0.3% of the issued and paid-up share capital of the Company, after the allotment.

(6) This assumption concerning the full exercise of the Warrants, is solely theoretical, since in practice, when exercising the Warrants the Offeree will not be allocated the full number of Exercise Shares deriving therefrom, but only the number of Exercise Shares that reflects the amount of the monetary benefit embodied in the Warrants, as calculated on the exercise date of those Warrants, as detailed in this section 2.2.2.9.
(7) The Exercise Shares will be allotted out of the Company's authorized share capital and will be registered in the name of the Nominee Company of the Tel-Aviv Stock Exchange Ltd. Alternatively, the Exercise Shares may be transferred out of the Company's dormant shares (which are registered in the name of the Nominee Company of the Tel-Aviv Stock Exchange Ltd.) and their listing on TASE will be reinstated upon such transfer.
(8) The Exercise Shares will be equal in rights to the Ordinary Shares of the Company, for all intents and purposes, commencing on their allotment date, and shall be entitled to any dividend or another benefit, the date of record for the receipt of which falls on or subsequent to the date of allotment of the Exercise Shares.
(9) It is hereby clarified that the Offeree shall have no rights as a shareholder in the Company in relation to Warrants that are granted to him under the Plan. In addition, unless otherwise determined in the terms of the Warrant Plan, the Offeree shall have no rights as a shareholder in the Company, in relation to the Exercise Shares, this until the registration of the Exercise Shares to his credit in an account maintained with the TASE member (which are included among the shares that are registered in the name of a nominee company).
(10)As long as Exercise Shares are held by the Trustee on behalf of the Offeree, the Offeree may vote in respect of the Exercise Shares. The Offeree will apply to the Trustee in writing at least four business days prior to the date of the meeting and the Trustee will transfer to the Offeree a proxy letter to participate in the general meeting and to vote in respect of the Exercise Shares that are held by the Trustee on behalf of the Offeree, in compliance with the directives

that the Company has determined for all of its shareholders.

For the purposes of this matter above, "business day" signifies any weekday on which most of the banks in Israel are open for business.

c. Fair Value of the Securities that Are Convertible or Exercisable into Shares, Noting the Method and Formula Used to Calculate the Value and the Underlying Assumptions of Its Calculation
- (1) The fair value of the Warrants totals NIS 967 thousand. It should be noted that the quantity of the Warrants and their value, as above, were determined in negotiations between Mr. Salah Saabneh, Interim Chairman of the Board of Directors of the Company, and Prof. Kandel, to reflect an amount equal to 15 Salaries, over a period of 3 years.

The value of each of the Warrants that will be allotted under the Plan is NIS 3.0246.

(2) The value of the Warrants, as above, was calculated based on the value determined for the Warrants in an economic opinion dated April 30, 2023.
(3) The fair value of the Warrants, as above, was calculated using the Monte Carlo simulation. The calculation of the fair value of the Warrants takes into account the closing price of the ordinary shares of the Company on TASE as of April 27, 2023, which was NIS 16.71, with an annual standard deviation (based on historical prices of the share) of 35%, a risk-free interest rate of 3.82%, under the working assumption that, in the event that the average share price in 30 consecutive trading days exceeds double the exercise price of the Warrants, an early exercise of the Warrants will take place.
(4) According to the Plan, the maximum possible allotment, in practice, is only up to the monetary amount of the benefit, all as set out in this section 2.2.2.9.
(5) It should be noted that the fair value calculation does not account for the fact that the Warrants will not be listed on TASE, and also does not account for the blocking of the Warrants for the lockup period specified in the Plan.
d. Details Concerning the Six Addendum to the Periodic and Immediate Reports Regulations, 1970
- (1) The following table summarizes the anticipated annual cost of employment of

Details of the compensation recipient				Compensation for services					Other compensation
		Appointment	Percentage holding in the Company's			Share based	Management	Consulting						Total
Name	Position	percentage	equity	Salary	Bonus	payment	fees	fees	Vehicle	Other	Interest	Rent	Other

	Chairman of the
Eugene	Board of
Kandel	Directors	50%	-	1,034	194	323								1,551

Prof. Kandel (in NIS thousands), based on the provisions of the agreement and the terms of the 2023-2025 Compensation Policy:

(2) Based on the stated above, and assuming the payment of the full bonus amount, the rate of the variable components in the terms of office and employment of Prof. Kandel out of his total cost of employment is expected to reach 33.33%, and the rate of the fixed components - 66.67%.
(3) To the date of the report, the estimated ratio of Prof. Kandel's terms of office and employment to the average salary cost and the median salary cost of the other employees of the Company is 5.96 and 6.45, respectively. It should be noted that the compensation policy stipulates that the aforesaid ratios are reasonable and would not adversely affect the working relations in the company.
(4) It should be noted that the terms of employment of Prof. Kandel are consistent with the Company's Compensation Policy, in its amended format, as described in section 2.1 above. Nevertheless, in the event that the Compensation Policy is not approved, even in such instance his overall compensation does not exceed the ceiling prescribed in the Company's Compensation Policy, with the principal change being the scope of the Equity Compensation (whereas the scope of his annual bonus is below the customary scope).
e. Details of the consideration
- (1) The Warrants are offered to Prof. Kandel pursuant to the Warrant Plan for no consideration.
- (2) The exercise price of each of the Warrants is NIS 24.386 (hereafter: "the Exercise Price"). The Exercise Price exceeds the closing price of TASE's share on April 27, 2023, which is NIS 16.71, by 46%.
- (3) It is hereby clarified that, in accordance with the provisions of the Warrant

Plan, Prof. Kandel will not be required to pay the Exercise Price in practice. Therefore, and to remove any doubt, it is hereby clarified that the Exercise Price of the Warrants that would be allotted to the Trustee on behalf of the Prof. Kandel under the Equity Compensation Plan will only be used to determine the amount of monetary benefit and the quantity of Exercise Shares that would actually be allotted to Prof. Kandel, as described in this section 2.2.2.9.

(4) For additional information, see Section 2.2.2.10 below.
f. The Company's Issued Share Capital⁶ , the Quantity and Percentage Holding of the Offeree, of Interested Parties in the Company and of the Other Shareholders in the Issued and Paid-Up Share Capital and in the Voting Rights in the Company:

	Prior to the allotment				After the allotment
Name of shareholder	Quantity of shares	Quantity of convertible securities7	Percentage holding in equity and voting (not fully diluted)	Percentage holding in equity and voting (fully diluted)	Quantity of shares	Quantity of convertible securities7	Percentage holding in equity and voting (not fully diluted)	Percentage holding in equity and voting (fully diluted)
Manikay Global	19,999,999	0	20.25%	18.87%	19,999,999	0	20.25%	18.81%
Artisan Partners	5,223,003	0	5.29%	4.93%	5,238,119	0	5.30%	4.93%
Yevgeny Kandel	0	0	0.00%	0.00%	0	319,800	0.00%	0.30%
Ittai Ben-Zeev	0	4,250,000	0.00%	4.01%	0	4,250,000	0.00%	4.00%
Hani Shitrit-Bach	143,668	335000	0.15%	0.45%	143,668	335000	0.15%	0.45%
Sraya Orgad	220,615	335,000	0.22%	0.52%	220,615	335,000	0.22%	0.52%
Adi Barkan	0	300,000	0.00%	0.28%	0	300,000	0.00%	0.28%
Yehuda Ben Ezra	0	335,000	0.00%	0.32%	0	335,000	0.00%	0.32%
Yaniv Pagot	0	370,000	0.00%	0.35%	0	370,000	0.00%	0.35%
Orly Grinfeld	0	370,000	0.00%	0.35%	0	370,000	0.00%	0.35%
Liran Gordon	0	300,000	0.00%	0.28%	0	300,000	0.00%	0.28%
Uri Shavit	184,063	335,000	0.19%	0.49%	184,063	335,000	0.19%	0.49%
Viacheslav Fradin	32,298	300,000	0.03%	0.31%	32,298	300,000	0.03%	0.31%
The Tel-Aviv Stock Exchange Ltd.8	3,874,043	0	0	0	3,874,043	0	0	0
The public	72,965,818	0	73.87%	68.84%	72,950,702	0	73.86%	68.61%
Total	98,769,464	7,230,000	100%	100%	98,769,464	7,549,800	100%	100%

g. The Approvals Required Pursuant to the Offering

The grant of the Warrants under the Plan is conditional upon the obtaining of all of the approvals listed below:

(1) Approval of the Audit Committee and approval of the Board of Directors,

⁸ Dormant shares.

⁶ As of May 22, 2023.

⁷ Without accounting for 544,435 Warrants pursuant to the Equity Compensation Plan for the Company CEO, which have note yet been allotted.

which were received prior to the date of this report, as well as the approval of the general meeting of the Company's shareholders, in accordance with the mechanism prescribed in section 6.2 below.

(2) Approval of the Trustee to serve as a trustee for the plan (unless the Trustee holds a general approval by the tax authorities to serve as a trustee for the purposes of Section 102);
(3) TASE's approval for the listing of the Exercise Shares;
(4) Shortly after the publication of this report, the Trustee appointed by the Company for the Warrant Plan, as above, will submit an application to the authorities for the approval of the Warrant Plan and for the approval of the Trustee appointed by the Company. The Warrants will be allotted to the Trustee only after the elapsing of at least 30 days of the submission of the Warrant Plan to the tax authorities, this in accordance with the provisions of Section 102 of the Ordinance.
h. Allotment of the Warrants and their Exercise
- (1) The Offeree shall be entitled to exercise the Warrants that had been allotted to the Trustee on his behalf, in whole or in part, in accordance with the terms of the Plan, as of the date that is determined on the date of their grant to the Offeree (above and below: "the Vesting Date") and over a period, as determined on the date of their grant to the Offeree (above and below: "the Exercise Period"), in several batches (above and below: "Batch/es"), all as determined on the date of their grant to the Offeree.
- (2) The Vesting Dates of the Granted Warrants are as follows:
  - (a) 1/3 of the Warrants (the first Batch) the Vesting Date of the first Batch is at the end of 12 months of the date of allotment;
  - (b) 1/3 of the Warrants (the second Batch) the Vesting Date of the second Batch is at the end of 24 months of the date of allotment;
  - (c) 1/3 of the Warrants (the third Batch) the Vesting Date of the third Batch is at the end of 36 months of the date of allotment.

In calculating the precise numbers of the Warrants in each of the first two Batches, the number of Warrants will be rounded down, and in the third and final Batch - the number of Warrants will be rounded up to the total number of Warrants granted to the Offeree.

All of the Granted Warrants shall be exercisable commencing on the Vesting Date of the relevant Batch until the end of 48 months of the allotment date.

(3) The Offeree shall be entitled, subject to the terms of the Plan, to exercise the Granted Warrants commencing on the Vesting Date of each Batch of Warrants. The Warrants shall be exercisable commencing on the aforesaid Vesting Date until the end of the Exercise Period of that Batch of Warrants.
(4) At the end of the Exercise Period, all of the Warrants granted, but not exercised, pursuant to the Plan, that are included in the relevant Batch, shall expire, and those Warrants will return to the Pool and may be reallotted to any Offeree.
(5) All of the Warrants shall be allotted on behalf of the relevant Offeree to the Trustee, shortly after the receipt of all of the approvals that are required in accordance with Section 102 of the Income Tax Ordinance, following the signing of the allotment agreement and all requisite documents by the Offeree. The allocation date of the Warrants for the Offeree shall be the date of delivery to the Trustee of the deed of allotment in respect of the Warrants allotted to the Offeree (hereafter: "the Allotment Date").
i. The Exercise Process of the Warrants
- (1) The exercise of the Warrants pursuant to the Plan will not take place on the date of record for the distribution of bonus shares, an offer by way of rights, a dividend distribution, consolidation of capital, capital split or the reduction of capital (each of the above shall be hereafter referred to as "Company Event"). In addition, if the ex date of a Company Event falls before the date of record of the Company Event, no exercise of Warrants pursuant to the Plan shall take place on such ex date.
- (2) the exercise of Warrants pursuant to the Warrant Plan, on behalf of the Offeree, will be executed through the Trustee.
- (3) If during the exercise period of Warrants, the Offeree wishes to exercise Warrants that he is entitled to exercise pursuant to the terms of the Plan and the grant resolution, the Offeree shall deliver to the Trustee and to the Company an exercise notice, signed by him (in this subsection below: "the

Exercise Notice"). In the Exercise Notice the Offeree will specify, inter alia, the number of Warrants that he wishes to exercise. The exercise date will be the date on which the Offeree delivers the Exercise Notice, as above (hereafter: "the Exercise Date").

(4) Where an Exercise Notice has been delivered by an Offeree, the following shall apply:

A calculation will be performed of the difference between:

The average closing price on TASE of an Ordinary Share in the period that preceded the Exercise Date, which is of the same duration as the period used to determine the exercise price (i.e., the 30 trading days preceding the Exercise Date) (hereafter: "the Average Closing Price of the Share"), multiplied by the number of shares that derives from the Warrants in relation to which the Exercise Notice was given (adjusted as stated in section 2.2.2.9l below, as appropriate);

And:

The exercise price, as per section 2.2.2.9e(2) below (adjusted as stated in section 2.2.2.9l below, as appropriate) of the Warrants in relation to which the Exercise Notice was given, multiplied by the number of the aforesaid Warrants.

This difference will serve as the amount of monetary benefit arising to the Offeree on the Exercise Date (above and below: "the Amount of Monetary Benefit").

After determining the Amount of Monetary Benefit, as above, the Company will allot to the Trustee on behalf of the Offeree a number of ordinary shares, the aggregate market cap of which, based on the closing price of the Company's ordinary shares on TASE on the trading day preceding the Exercise Date, equals the Amount of Monetary Benefit.

Any fractional share resulting from the aforesaid calculation will be rounded down to the nearest whole share.

Upon the allotment of the Exercise Shares, in accordance with the mechanism described above, the Exercise Shares shall be deemed as fully issued and paidup.

(5) The Trustee will act in relation to the Warrants and in relation to the Exercise Shares in accordance with the provisions of Section 102 of the Income Tax Ordinance, including the rules, the circulars and the directives issued by virtue thereof.

(6) It is hereby clarified that any Warrant granted that is not exercised by the end of the stipulated exercise period, shall expire and will no longer confer any right on the Offeree. It is further clarified that Warrants that an Offeree shall not be entitled to exercise pursuant to the terms of the Plan, shall expire and will no longer confer any right on the Offeree. To remove any doubt, it is hereby clarified that Warrants that expire as aforesaid will return to the pool and may be reallotted.
(7) The exercise expenses and any commission involved in the exercise, shall be borne by the Offeree.
j. Terms of the Plan in the Event of Termination of the Employment Relationship

For the purposes of this Plan: "Termination of the Employment Relationship", signifies - termination of the employer-employee relationship pursuant to the law, and in the case of an officer who is not an employee, but serves under a service agreement with him termination of the engagement in such agreement.

(1) Termination of the Employment Relationship for a Non-Extraordinary Cause
- ( א (Subject to the provisions of Section 102 of the Income Tax Ordinance and to the provisions of any law, the officer shall be entitled to exercise only the Warrants (other than those exercised or expired), the Vesting Date of which falls before the date of Termination of the Employment Relationship, with the addition of the proportionate share of the next (only one) annual Batch, the Vesting Date of which takes place after the date of Termination of the Employment Relationship (if any);

Such proportionate share will be determined as the ratio between the actual employment period of the officer and 12 months.

For this purpose: "the Actual Employment Period of the Officer" - the period that elapsed from the last Vesting Date that took place prior to the date of Termination of the Employment Relationship between the officer and the Company, or from the allotment date (if the Termination of the Employment Relationship takes place prior to the Vesting Date of the first Batch), as appropriate, until the date of Termination of the Employment Relationship.

The right to exercise the Warrants, as above, shall be until the end of the period prescribed for their exercise.

(ב (If the Termination of the Employment Relationship between the officer and the Company is the result of death (god forbid) or of the loss of working capacity, then all of the Warrants granted to the officer (other than those exercised or expired) shall be exercisable by the Offeree or by the heirs of the Offeree or his estate administrators, as appropriate, under the terms prescribed in this regard in the Warrant Plan and subject to its terms, this, to remove any doubt, notwithstanding the stated in section 2.2.2.9(j)(1)(a) above.
(ג (It is hereby clarified that Warrants that are exercisable, as stated in this section 2.2.2.9(j) above, that have not been exercised by the end of the period prescribed for their exercise, as appropriate, shall expire and will not confer any right. It is further clarified that Warrants that an Offeree shall not be entitled to exercise pursuant to the terms of the Warrant Plan, shall expire and will no longer confer any right.

k. Termination of the Employment Relationship for an Extraordinary Cause

Notwithstanding the aforesaid, if the Termination of the Employment Relationship between an officer and the Company is the result of an extraordinary cause, then all of the Warrants that had been allotted in the name of the Trustee on behalf of the officer, other than those exercised or expired, shall expire on the date of Termination of the Employment Relationship between the officer and the Company or on the date of delivery of the letter concerning the Termination of the Employment Relationship to the officer, whichever is earlier; this, even if the Vesting Date of the aforesaid Warrants has elapsed and even if the officer is entitled to exercise them pursuant to the terms stipulated in the Warrant Plan and/or the grant resolution.

Tax track - as mentioned above, the Warrants will be allotted under the capital gains track in accordance with Section 102 of the Income Tax Ordinance, which imposes tax at the rate of 25% on the Offeree (as well as surtax), and at the same time does not allow the Company a deduction for tax purposes.

l. Adjustment Provisions in Protection of the Offeree
- (1) Should the Company distribute a cash dividend for which the date of record, as defined in the TASE Rules (as defined in Section 46 of the Securities Law),

for its distribution (hereafter: "the Date of Record" and "the TASE Rules", respectively) takes place after the day of a resolution to grant Warrants under the Plan, but prior to the exercise or expiration of such Warrants, on the Ex Date, as defined in the TASE Rules (hereafter: "the Ex Date") the exercise price of a Warrant that has not yet been exercised or expired, as aforesaid, shall be reduced by the gross amount of the dividend per share that has been distributed as stated above.

(2) Should the Company distribute bonus shares for which the Date of Record takes place after the day of a resolution to grant Warrants under the Plan, but prior to the exercise or expiration of such Warrants, the number of shares to which the Offeree shall be entitled upon the exercise of the such Warrants shall increase by the number of shares to which the Offeree would have been entitled as bonus shares had he exercised the Warrants prior to the Date of Record for the distribution of the bonus shares. The exercise price per Warrant will not change as a result of the increase in the number of Exercise Shares to which the Offeree would be entitled due to the distribution of bonus shares, as stated above.

It is hereby clarified that the number of Exercise Shares to which the Offeree shall be entitled will only be adjusted in the event of a distribution of bonus shares, as described in this section above, but will not be adjusted for any other issuances (including issuances to interested parties).

(3) Should the Company offer to its shareholders, by way of rights, rights to purchase any securities, for which the Date of Record takes place after the day of a resolution to grant Warrants under the Plan, but prior to the exercise or expiration of such Warrants, the number of Exercise Shares resulting from the exercise of the Warrants will be adjusted for the benefit component of the rights, as reflected in the ratio of the closing price of the share on TASE on the last trading day prior to the Ex Date and the ex-rights base price of the share.
(4) In any event of consolidation or split of the Company's share capital, the Company will make the necessary changes or adjustments to prevent dilution or expansion of the rights of the Offeree, so as to decrease or increase, as appropriate, the number of Exercise Shares deriving from the Granted Warrants, and/or decrease or increase the exercise price of each Warrant, as

appropriate.

(5) In the event of a restructuring of the Company (hereafter: "Restructuring") or the merger of the Company with or into another company, by way of a share swap, cash acquisition or otherwise (hereafter: "Merger") or the sale of all of the assets of the Company or of the issued share capital of the Company or of substantially all of the assets of the Company, to any third party (hereafter: "Sale"), the Compensation Committee and the Board of Directors may, inter alia, at their sole discretion, pursue one or more of the following courses of action:
- (a) Accelerate the Vesting Date of Warrants or bring forward the end-date of the Exercise Period, all at the sole discretion of the Compensation Committee and the Board of Directors; or,
- (b) Determine that a Warrant that has been allotted under the Warrant Plan shall be replaced with or converted into an alternative warrant that would be allotted by the Company or to another warrant that would be allotted by the new company, after the Merger or the Sale, all at the sole discretion of the Compensation Committee and the Board of Directors of the Company; or,
- (c) Determine that a Warrant that has been allotted under the Warrant Plan shall be adopted by the new company, such that it shall be exercisable into a share of the new company, subject to adjustments and changes as shall be determined by the Compensation Committee and the Board of Directors for this purpose, all at the sole discretion of the Compensation Committee and the Board of Directors; or,
- (d) Determine the cancelation or the return to the Company of a Warrant that has been allotted under the Warrant Plan and the payment by the Company to an Offeree that returns the Warrant, as aforesaid, of pecuniary damages in respect of the cancelation or the return of the Warrant, as above, all at the sole discretion of the Compensation Committee and the Board of Directors; or,
- (e) Execute any action, adjustment or change in connection with a Warrant that has been allotted under the Warrant Plan and its terms, to the extent

necessary under the circumstances, all at the sole discretion of the Compensation Committee and the Board of Directors.

For the purposes of the provisions of this section, the term "the new company" shall refer to a company with which a merger is performed or a sale transaction is executed or to another company that would succeed the Company after the Restructuring, as the case may be.

(6) If, as a result of any of the adjustments that are set out in this section 2.2.2.9l above, the Company is required to allot fractional shares, the Company will not allot such fractional shares, and the number of shares to be allotted to the Offeree will be rounded down to the nearest whole share.
(7) The calculation of the adjustments required pursuant to this section 2.2.2.9l above, as described above, will be executed and approved by an independent accountant that will be selected by the Compensation Committee.
m. Non-Negotiability or Transferability of the Warrants
- (1) The Warrants may not be transferred, assigned, pledged, mortgaged or seized, with the exception of transfer to heirs in accordance with the law. In the case of transfer to heirs, as above, the terms of the Warrant Plan and its provisions shall bind the heirs for all intents and purposes.
- (2) To remove any doubt, it is hereby clarified that, subject to the provisions of the Plan, only the Offeree shall possess rights in relation to the Warrants that are allotted in the name of the Trustee, on his behalf, pursuant to the Plan and in accordance with its provisions and terms, and the Plan shall not confer any rights on any other individual.
- (3) The Trustee will not transfer Warrants to any third party, other than as stipulated in the terms of the Plan, based on instructions issued to him by the administrator of the Plan.
- (4) To remove any doubt it is hereby clarified that the securities offered under the Plan shall also be subject to the restrictions imposed by the Securities Law and the Securities Regulations (Details with regard to Sections 15A to 15C of the Law), 2000.

n. Agreements between the Offeree and a Shareholder in the Company

To the best of the Company's knowledge, and based on an examination performed with Prof. Kandel, there are no written or verbal agreements between Prof. Kandel and a shareholder in the Company, or between Prof. Kandel and other parties, concerning the purchase or sale of securities of the Company or concerning the voting rights therein.

o. Restrictions on Transactions in the Offered Securities that Shall Apply to the Offeree

Without prejudice to the lockup directives that apply to the Offeree by virtue of the provisions of Section 102, the Warrants shall be subject to the restrictions prescribed in the Securities Law, 1968 and the Securities Regulations (Details with regard to Sections 15A to 15C of the Law), 2000, as specified below:

(1) The Offeree may not offer the securities without publishing a prospectus the publication of which has been authorized by the Securities Authority, for the duration of six months from the allotment date (in this section below: "the Period").
(2) In the six consecutive quarters after the end of the Period, the Offeree may offer as part of the trading on TASE, without publishing a prospectus the publication which has been authorized by the Authority, a quantity of securities that shall not exceed on any trading day on TASE, the average daily volume of trading in the securities on TASE during the eight weeks that preceded the date of the offer, and provided that the overall quantity offered in any quarter shall not exceed 1% of the Company's issued and paid-up capital as of the date of the offer. The aforesaid shall also apply to securities purchased in all of the aforesaid periods other than under a prospectus and other than from the Company as part of the trading on TASE, as well as to securities deriving from the exercise or conversion of securities allotted to the Offeree.
(3) In this section, "issued and paid-up share capital" excluding shares arising from the exercise or conversion of convertible securities that had been allotted up to the date of the offer and have not yet been exercised or converted.
(4) In addition to the aforesaid, the Offeree is subject to the restrictions prescribed

in the Plan, as described above, and to the following additional restrictions:

(5) The Warrants may not be transferred, with the exception of transfer to heirs in accordance with the law, as stated in section 2.2.2.9.m(1) above.
(6) The Offeree is subject to the provisions of Section 102 of the Income Tax Ordinance and to any law, regulation or condition of the tax authorities in this regard.

2.2.2.10 The Method Used to Determine the Consideration and the Reasoning for the Approval

a. The Terms of Employment of Prof. Kandel have been determined in negotiations between him and Mr. Saabneh, who serves as Interim Chairman of the Board of Directors of the Company.
b. The Terms of Employment are consistent with the Compensation Policy in its amended format, and also do not exceed the overall compensation ceiling, as set out in the Compensation Policy shortly before its amendment.
c. Based on the aforesaid information and considerations, and having taken into account, among others, the considerations that are specified in Section 267B(a) of the Companies Law and the matters specified in Parts A and B of the First Addendum to the Companies Law, the Audit Committee and the Board of Directors have concluded that the Terms of Employment of Prof. Kandel, including the Equity Compensation, are reasonable, appropriate, and coincide with the interests of the Company and are designed to create an optimal incentive for Prof. Kandel for generating profit for the Company and for the achievement of its goals.

3. Name of Any Material Shareholder of Officer in the Company That, To the Best of the Company's Knowledge, Has Personal Interest in the Consideration, and the Nature of the Personal Interest of Each of Them

To the best of the Company's knowledge, none of the material shareholders of the Company and/or the other officers in the Company has personal interest in resolution 1.3 or in resolution 1.4 on the agenda.

Names of the Directors Who Participated in the Discussions at the Audit Committee in Its Capacity as Compensation Committee and at the Board of Directors in Connection with the Resolutions That Are on the Agenda

The participants in the discussions of the Company's Audit Committee held on April 4.1

30, 2023 and on May 3, 2023 in connection with resolution 1.3 on the agenda, included

Messrs. Yoav Chelouche, Meirav Ben Cnaan Heller, Aharon Aharon and Gedon

Hertshten.

4.2 The participants in the discussions of the Company's Audit Committee held on May 23, 2023 in connection with resolution 1.4 on the agenda, included Messrs. Yoav Chelouche, Meirav Ben Cnaan Heller, Aharon Aharon and Gedon Hertshten.
4.3 The participants in the discussions of the Company's Board of Directors held on April 30, 2023 and on May 3, 2023 in connection with resolution 1.3 on the agenda, included Messrs. Salah Saabneh, Yoav Chelouche, Meirav Ben Cnaan Heller, Aharon Aharon and Gedon Hertshten.
4.4 The participants in the discussion of the Board of Directors held on May 23, 2023 in connection with resolution 1.4 on the agenda, included Messrs. Salah Saabneh, Yoav Chelouche, Meirav Ben Cnaan Heller, Aharon Aharon and Gedon Hertshten.

5. Names of the Directors Who, To The Best Of The Company's Knowledge, Have Personal Interest In Resolutions 1.3 and 1.4 on the Agenda

None of the directors has personal interest in resolutions 1.3 and 1.4 on the agenda.

6. Majority Required for Approval of the Resolutions

The majority required to pass the resolution that is described in section 1.2 above is a 6.1 simple majority of all the votes of the shareholders present at the general meeting, that are entitled to vote and that voted thereat.

6.2 The majority required for the approval of the resolutions described in sections 1.3 and 1.4 above is a simple majority of the total votes of the shareholders present at the General Meeting that are entitled to vote and that voted theret, without taking into account abstainee votes, provided that one of the following is fulfilled:
6.2.1 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 Company⁹ or a person having a personal interest in approving the resolutions described in sections 1.3 or 1.4, who participate in the vote; in counting the votes of the aforesaid

⁹ Since, to the date of convening of this meeting, there is no controlling shareholder in the Company, within the meaning of the term in the Companies Law, the majority that is required to pass the resolutions on the agenda is a simple majority of the total votes of shareholders participating in the vote.

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.

6.2.2 The total opposing votes among the shareholders referred to in section 6.2.1 above does not exceed two (2%) percent of the total voting rights in the Company. It should be noted that the Company is not a "public second-tier subsidiary", within its meaning in Section 267A(c) of the Companies Law.

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

The meeting will convene on Thursday, June 29, 2023, at 15:00 at the offices of the 7.1 Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101. If adjourned, the meeting will take place on Thursday, July 6, 2023, 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 Thursday, June 1, 2023 (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 7.6 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 (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.
7.7 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: 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.

Information on the representatives of the Company for matters pertaining to this report Adv. Ofer Yankovich and Adv. Gil Cherci, Weksler, Bregman & Co. Advocates, #23 Yehuda Halevi St., Tel Aviv, Tel.: 03-5119393, Fax: 03-5119301.

Adv. Efrat Bank-Yogev, #2 Ahuzat Bayit St., Tel Aviv, tel: 076-8160571, fax: 076-8160331.

10. Perusal of documents

This immediate report, including its appendices 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,

Efrat Bank-Yogev, Adv. Deputy Secretary of The Tel-Aviv Stock Exchange Ltd.

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

Voting Ballot in accordance with the Companies Regulations (Voting Ballots and Position

Papers), 2005 ("the Regulations")

Part One

Company name: The Tel-Aviv Stock Exchange Ltd.

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

Special annual general meeting, on Thursday, June 29, 2023 at 15:00, 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, July 6, 2023, at the same place and at the same time.

3. List of topics on the agenda that may be voted upon by the voting ballot:

3.1 Appointment of auditors and a report on their fees for 2022

Wording of the proposed resolution - To appoint the Brightman Almagor Zohar Accounting Firm as the auditors of the Company.

3.2 Amendment to the Company's Officers' Compensation Policy for the Years 2023- 2025

The Amended Compensation Policy Resolution has been approved by the Board of Directors of the Company in its meeting on May 23, 2023, following its approval by the

¹ It should be noted that the various amounts specified in the Amended Compensation Policy have been updated due to CPI-linkage. Since this linkage is in conformity with the provisions of the compensation policy, those updates have not been marked.

3.3 Appointment of a director and a chairman for the Board of Directors and approval of the terms of his employment - Prof. Yevgeny (Eugene) Kandel

The Resolution on the Appointment of the Chairman of the Board of Directors and the Terms of His Employment has been approved by the Board of Directors of the Company in its meeting on April 30, 2023, following the approval of his Terms of Employment by the Company's Audit Committee in its capacity as the Company's Compensation Committee (hereafter, in this report: "the Compensation Committee") in its meeting on April 30, 2023.

4. Summary of relevant facts for topics 3.1-3.2 above

4.1 The Amended Compensation Policy Resolution

4.1.1 On January 12, 2023, the general meeting of the Company's shareholders, after obtaining the approval of the Compensation Committee and the Board of Directors, approved a compensation policy for officers in the Company for the years 2023-2025(inclusive) (hereafter: "the Compensation Policy").
4.1.2 Since on the date of approval of the Compensation Policy, the Chairman of the Board of Directors was an interim appointment, without compensation, the convening notice of the Company's shareholders' meeting for the approval of the Compensation Policy stated, inter alia, that since, on the publication date of said report, a candidate has not yet been nominated for the permanent position of Chairman of the Board of Directors, and in view

of the unique status of this position at the Company, it was inappropriate, at that time, to discuss and change the provisions of the Compensation Policy that specifically address this position.

4.1.3 On April 30, 2023, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee (and subject to obtaining the approval of the Company's shareholders' meeting, as described in section 3.3 above) approved, inter alia, the Terms of Employment of Prof. Kandel as Chairman of the Board of Directors. The aforesaid approval was obtained, inter alia, following the receipt of a comprehensive comparative study prepared by Compuvision, a firm specializing in executive compensation advisory services (hereafter: "the Comparative Study" and "the Compensation Advisor", respectively), as set out in section 4.1.4 below. The Comparative Study of the Compensation Advisor contained data regarding the compensation of chairs of boards of directors in the comparable companies, both in relation to the actual terms of compensation, and in relation to the terms of compensation according to the compensation policy of each of the comparable companies (hereafter: "the Comparative Study").
4.1.4 Accordingly, the Comparative Study reviewed, within the public compensation policy documents of the comparable companies, the ceilings and related benefits relating to the fixed compensation components, the variable compensation components (maximum bonus, the compensation plan, long-term mechanism), equity compensation, the ratio of the fixed component to the variable component and the terms for the termination of employment of the chair of a board of directors.
4.1.5 Accordingly, on May 23, 2023, the Board of Directors of the Company, after obtaining the approval of the Compensation Committee, approved an amendment to the Compensation Policy for the purpose of its adjustment to the Terms of Employment approved for Prof. Kandel, as follows:
4.1.5.1. Annual bonus ceiling

At the same time, a clarification will be added, that the Company shall be permitted to grant an annual bonus based on qualitative criteria solely to the CEO and to officers reporting to the CEO.

4.1.5.2. Share-based compensation

To remove any doubt, it is hereby clarified that all other terms of the equity compensation prescribed in the Compensation Policy remain intact and will be applied, with the necessary changes.

4.2 Resolution on the Appointment of the Chairman of the Board of Directors and the Terms of His Employment
4.2.1 Subject to obtaining the approval of the Company's shareholders' meeting and to the provisions of Section 50B6 of the Securities Law, Prof. Kandel will be appointed for the position of Chairman of the Board of Directors of the Company for an initial term of five years from the commencement of his office, as described above.

Presented below is information on Prof. Kandel, as required under Regulation 26 of the Reports Regulations