This is an English translation of a Hebrew Immediate report, including its appendices, that was published on March 28th , 2023 (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.

Re: Immediate Report on the Convening of a Special General Meeting of The Tel-Aviv Stock Exchange Ltd.

(hereafter: "the Company")

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 meeting of the shareholders of the Company, to be held on Thursday, May 4th, 2023, at 15:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101.

1. Topics on the Agenda and Proposed Resolutions:

1.1 Appointment of an Independent Director Recommended by the Nominating Committee and an Outside

Director - Mr. Yoav Chelouche

General Background

According to Section 50B3 of the Securities Law, 1968 (hereafter: "the Securities Law"), the Board of Directors of an exchange may include a maximum of fifteen members, the majority of which will be independent directors. It is further determined that the Board of Directors will include a minimum of three independent directors, which shall be appointed by the General Meeting, based on the recommendation of a public nominating committee, the composition and appointment of which is provided for in the Securities Law (hereafter: "the Nominating Committee"). Those directors recommended by the Nominating Committee (hereafter: "Directors Recommended by the Nominating Committee") may be appointed for three service periods of three years each, and for a total of 9 years (hereafter: "the Maximum Service Period") and are required to comply with a long list of specific qualification criteria in order to serve at TASE, including the qualification criteria that apply to outside directors in accordance with the provisions of Section 240 of the Companies Law, 1999 (hereafter: "the Companies Law"). Consequently, Section 50B3(3) of the Securities Law

determines that outside directors, in accordance with the requirement of Section 239(A) of the Companies Law, will be appointed from among the directors recommended by the Nominating Committee.

Within this framework, on January 12, 2022, the General Meeting of the Company's shareholders approved Mr. Yoav Chelouche for a third term in office (hereafter: "the Original Resolution"), inter alia, after obtaining the recommendation of the Nominating Committee. It should be noted that the text of the Original Resolution on the appointment of Mr. Chelouche mistakenly states that his term in office will end on May 14, 2023.

This error stems from the method used by the Company to count the maximum service period exclusively as a period commencing on the first date of appointment ("gross"), rather than as a period that is the accumulation of the actual periods served ("net"). Mr. Chelouche was appointed as a director in the Company for the first time on May 15, 2014 and has been serving ever since, except during the period from May 15, 2018 to February 28, 2019, a period of less than two years, which is not sufficient to cause a "restart" of the counting of the service period (hereafter: "the Intermission Period"). Taking into consideration the restrictions imposed by the Companies Law and the Securities Law on the maximum service period of an independent director recommended by a committee and an outside director and the Intermission Period, the Original Resolution stated that Mr. Chelouche will end his term in office on May 14, 2023, this in view of the inclusion of the Intermission Period in the count of the Maximum Service Period. Recently, as part of the Company's preparation for the end of Mr. Chelouche's office, the appropriateness of this method was questioned. After consulting with its outside legal counsel, the Company believes that a purposeoriented interpretation of the related provisions of the law, which are intended to prevent the independence of the outside director being compromised by a prolonged service with a company, in excess of 9 years, suggests that the Intermission Period, during which he did not serve in the Company, should not be included in the count of his service period.

Nevertheless, since due to the Company's error in interpretation, the appointment resolution Company stated a different end-date for the service period, to remove any doubt the resolution to appoint Mr. Chelouche as an independent director Recommended by the Nominating Committee and an outside director is hereby presented for reapproval.

Wording of the proposed resolution - To approve and ratify the appointment of Mr. Yoav Chelouche as an independent director Recommended by the Nominating Committee and as an outside director in the Company, from February 28, 2022 to February 27, 2024.

For information on Mr. Chelouche, including the terms of his office, see sections 2.1 and 2.4 below.

1.2 Appointment of an independent director - Ms. Ornit Kravitz

Wording of the proposed resolution - To appoint Ms. Ornit Kravitz (hereafter: "Ms. Kravitz") as an independent director in the Company, this until the end of the second annual meeting that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles of Association and subject to the provisions of section 2.5 below.

For information on Ms. Kravitz, including the terms of her office, see sections 2.2 and 2.4 below.

1.3 Appointment of an independent director - Mr. Jonathan Kolodny

Wording of the proposed resolution - To appoint Mr. Jonathan Kolodny (hereafter: "Mr. Kolodny") as an independent director in the Company, this until the end of the second annual meeting that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles of Association and subject to the provisions of section 2.5 below.

For information on Mr. Kolodny, including the terms of his office, see sections 2.3 and 2.4 below.

1.4 Retention Plan for the CEO

Wording of the proposed resolution - To approve the retention plan for Mr. Ittai Ben-Zeev, the CEO of TASE (hereafter: "the CEO" or "the TASE CEO"), including approval of the extension of the New Retention Loan (as defined in section 3 below) in an amount of NIS 3.5 million and the grant of 544,435 warrants exercisable into 544,435 ordinary shares of the Company; and to approve the provision of a car to the CEO by way of a lease agreement, for a monthly consideration that shall not exceed NIS 14,000 (including VAT). Ass as set forth in section 3 below.

2. Additional information on Topics 1.1-1.3 on the agenda:

2.1 Presented below is information on Mr. Chelouche, as required under Regulation 26 of the Reports Regulations:

Name: Yoav Chelouche

I.D. No.: 031157746

Date of birth: July 18, 1953

Address for service of process: 53/A La-Merchav St., Ramat Hasharon.

Nationality: Israeli

Membership of Board of Directors' committee(s): member of the Audit Committee, also in its capacity as the Compensation Committee and as the Financial Statements Review Committee, and member of the Risk Management Committee.

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

He is a candidate for the position of independent director recommended by the Nominating Committee, possesses professional qualifications as well as accounting and financial expertise, and is also a candidate for the position of outside director.

Is he/she an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: No

Date of commencement of service as director in the Company: Commencing May 15, 2014 (except during the period from May 15, 2018 to February 28, 2019).

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

Education:

MBA, Business Administration, INSEAD (European Institute of Business Administration);

B.A. in Accounting and Statistics, Tel Aviv University.

Occupation in the past 5 years:

Managing Partner at Aviv Venture Capital Fund; invests in emerging technology companies (startups) and mentors entrepreneurs.

Other corporations in which he/she serves as a director:

The Tel-Aviv Stock Exchange Clearing House Ltd.; MAOF Clearing House Ltd.; Tower Semiconductor Ltd.; Check Point Software Technologies Ltd.; Malam-Team Ltd.; Yunsen Ltd.; Aviv Venture Capital Fund; chairman of the board of Cognni (formerly Shieldox Security Ltd.); ScaleMP Ltd.; Xtend Ltd.; Bioplasmar Ltd.

To the best knowledge of the Company and the other directors therein, is the director related to another interested party in the Company: No

Is he/she 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.

Mr. Yoav Chelouche has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Mr. Chelouche's declaration is attached to this report.

2.2 Presented below is information on Ms. Kravitz, as required under Regulation 26 of the Reports

Regulations:

Name: Ornit Kravitz

I.D. No.: 032231078

Date of birth: April 12, 1975

Address for the service of process: #10 HaAluf Nechemia Tamari St., Holon

Nationality: Israeli

Membership of Board of Directors' committee(s): To be considered following her appointment as a director in the Company

Is he/she an independent director or an external director as defined in the Companies Law; does he/she possess accounting and financial expertise/professional qualifications; and is he/she an expert external director:

She is a candidate for the position of independent director, possesses professional qualifications

Is he/she an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: No

Date of commencement of service as director in the Company: The date of approval by the General Meeting of the Company's shareholders.

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

Education:

LLB, Tel Aviv University.
LLM, Tel Aviv University.
M.B.A., Interdisciplinary Center Herzliya
PhD in Communications, Tel Aviv University.

Occupation in the past 5 years:

Owner of the Kameo hotel in Greece 2021-to date.
Partner in Maor Investments 2017-2021.
Service as a director in public companies.

Other corporations in which he/she serves as a director:

Mega Or Holdings Ltd.

To the best knowledge of the Company and the other directors therein, is the director related to another interested party in the Company: No

Ms. Kravitz has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Ms. Kravitz's declaration is attached to this report.

2.3 Presented below is information on Mr. Kolodny, as required under Regulation 26 of the Reports

Regulations

Name: Jonathan Kolodny

I.D. No.: 318135316

Date of birth: May 18, 1969

Address for the service of process: #60 Achi Dakar St., Raanana

Nationality: Israeli

Membership of Board of Directors' committee(s): To be considered following his appointment as a director in the Company

He is a candidate for the position of independent director, possesses accounting and financial expertise.

Is he/she an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: No

Date of commencement of service as director in the Company: The date of approval by the General Meeting of the Company's shareholders.

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

Education:

BSc Computer Science, Harvard University
PhD in Brain Sciences and Cognition, Cambridge University.

Occupation in the past 5 years:

General Partner of ION Crossover Partners Ltd. for 5 years.
Director in BlueVine Capital for 4 years.
Director in Resident Home, Inc. for 3 years.
CEO of Keter Holdings Ltd. for 5 years.
Director in Soda Stream Israel Ltd. for 5 years.
Director in Cortica for 3.5 years.

Other corporations in which he/she serves as a director:

Partner Communications Ltd., BlueVine Capital, Resident Home, Inc., and Cortica Ltd.

To the best knowledge of the Company and the other directors therein, is the director related to another interested party in the Company: No

Is he/she 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.

Mr. Kolodny has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Mr. Kolodny's declaration is attached to this report.

2.4 Terms of Service of Messrs. Chelouche, Kravitz and Kolodny

Messrs. Chelouche, Kravitz and Kolodny (hereafter collectively: "the Directors") shall be entitled to annual remuneration and participation fees in amounts that equal the maximum amounts stipulated in the Companies Regulations (Rules regarding Remuneration and Expense Reimbursement of Outside Directors), 2000 (hereafter: "the Remuneration Regulations") (with no increment for an "expert director"), based on the ranking of the Company (to the date of this report - D rank); shall be entitled to receive a deed of exemption and indemnification pursuant to the resolutions of the General Meeting from July 3, 2019; and shall also be entitled to be included in the officers' liability insurance policy. For details regarding the remuneration, the exemption arrangements, the indemnification and the insurance that are customary in the Company, see the Company's immediate report dated November 23, 2021 (reference no.: 2021-01-100537) as well as sections 1.26.14-1.26.16 of the Description of the Business of the Company in the Company's periodic report for 2022, published on March 28, 2023 (reference no.: 2023-01-033528) (hereafter: "the 2022 Periodic Report"). In addition, for details regarding the General Meeting's resolution to approve a framework for the grant of equity compensation to the directors in the Company, see the meeting convening report dated December 6, 2021 (reference no.: 2021-01-106756). The information presented in the aforesaid reports is hereby included by means of these references. It should be noted that these terms of service are in accordance with the provisions of the Company's Officers' Compensation Policy for the years 2023-2025.

To complete the picture, it is hereby noted that, in accordance with the Security Authority's directive to clearing houses and with the resolutions of the organs of The Tel-Aviv Stock Exchange Clearing House Ltd. and of The MAOF Clearing House Ltd., which are wholly owned subsidiaries of the

Company (hereafter collectively: "the TASE Clearing Houses"), directors in the Company who also serve as directors in the TASE Clearing Houses are entitled to participation fees for meetings of the TASE Clearing Houses' Board of Directors and its committees in the maximum amount stipulated in the Remuneration Regulations (but not to an annual remuneration). For meetings of the Audit Committee and the Risk Management Committee that are held on the same day as those of the corresponding Board committees of the Company and in which similar topics are discussed, they are paid a participation fee at the rate of 30% of the aforesaid participation fees. Accordingly, Mr. Chelouche, who serves as a director in the TASE Clearing Houses, shall be entitled to the aforesaid participation fees for his participation in meetings of the TASE Clearing Houses' Board of Directors and its committees. The membership of Messrs. Kravitz and Kolodny as directors in the TASE Clearing House has not yet been determined.

2.5 It is further noted that, in accordance with Section 50B16 of the Securities Law, the appointment of each of Messrs. Kravitz and Kolodny as directors in the Company is subject to the receipt of notification from the Chairperson of the Israel Securities Authority that she does not object to their appointment or to no notification being received of her objection to the appointment of any of said candidates, within 60 days of delivery of the notice thereon to the Israel Securities Authority.

3. Additional Information on Topic 1.4 on the Agenda:

3.1 The TASE CEO has been in office since January 1, 2017, by virtue of an employment agreement, as updated from time to time. On May 1, 2019, the shareholders' meeting of the Company approved an update to the terms of office of the CEO, including an update to his monthly salary. Within this framework, taking into consideration the complexity of the challenges at that time and their anticipated duration, the shareholders' meeting approved a five-year retention plan for the CEO, ending in June 2024 (hereafter: "the 2019 Retention Plan"). The 2019 Retention Plan included a retention loan in an amount of NIS 3.5 million, which in June 2024, subject to him being in office on such date, will be fully converted into a grant (hereafter: "the 2019 Loan") as well as an equity compensation plan, by virtue of which 4,250,000 warrants were granted to the CEO, each convertible into one ordinary share of the Company, for an exercise price of NIS 12 per warrant (hereafter: "the 2019 Equity Compensation"), with a value of NIS 2,743 thousand. The aforesaid warrants will be exercisable into shares of the Company commencing on July 4, 2024 through to the end of 24 months of said date.
3.2 On March 28, 2023, the Board of Directors of the Company, after obtaining the approval of TASE's Audit Committee, in its capacity as the Compensation Committee, and subject to obtaining the approval of the Company's shareholders' meeting, approved an additional retention plan (hereafter: "the 2023 Retention Plan"), which is based on the principles of the 2019 Retention Plan, with certain adjustments, as set forth below:

3.2.1 Retention Loan

Subject to obtaining the approval of the Company's shareholders' meeting, on June 1, 2023 the Company will extend to the CEO a loan in an amount of NIS 3.5 million, for a period of 5 years. If the CEO remains in the employ of the Company at least until May 31, 2028, on May 31, 2028 the Loan will be converted into a grant (hereafter: "the Retention Loan" or "the Loan").

Until it is converted into a grant, the Retention Loan will bear annual imputed interest (including VAT), in accordance with the provisions of Section 3(i) of the Income Tax Ordinance1, the cost of which the Company will bear, including the tax gross-up in respect of it.

To secure the repayment of the Retention Loan, prior to its conversion into a grant, in full or in part, the CEO shall provide to the Company, as collateral, extensive rights of deduction and offsetting against severance pay funds, advanced study funds, early notice components, etc. (including such that have been accrued to him with previous employers) that are in his possession.

Should the employment relationship between the Company and the CEO terminate prior to May 31, 2028, the Loan will be handled based on the circumstances of the termination of the relationship, as follows:

3.2.1.1 If the employment relationship is terminated at the initiative of the CEO, under circumstances other than death or permanent loss of working capacity, God forbid, the CEO would be required to repay the principal of the Retention Loan in full.
3.2.1.2 If the employment relationship is terminated at the initiative of the Company, under ordinary circumstances, the CEO would be entitled to convert a proportional amount of the total Retention Loan into a grant, which shall be determined linearly based on the time span that had elapsed out of the overall period of the Retention Plan, and shall be obligated to repay the balance of the Loan to the Company. The portion of the Loan that is received as a grant shall be deemed work income on the same date, and the CEO will be charged income tax, surtax and any other applicable tax.
3.2.1.3 If the employment relationship is terminated under circumstances of death or the permanent loss of working capacity, the CEO or his estate would be entitled to convert a proportional amount of the total Retention Loan into a grant, which shall be determined linearly based on the time span that had elapsed out of the overall period of the Retention Plan, and the

¹ 3.87% a year, as of 2023.

CEO or his estate shall be obligated to repay the balance of the Loan to the Company and the CEO or his estate will be charged income tax, surtax and any other applicable tax.

3.2.1.4 If the employment relationship is terminated under circumstances that revoke the CEO's entitlement to severance pay, the CEO would be required to repay the full amount of the Loan to the Company.

3.2.2 Equity Compensation

Since the Equity Compensation that is included in the 2023 Retention Plan 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 of the approvals described in section 3.2.2.7 below, on June 1, 2023 the Company will allot to the CEO (in this section below, also: "the Offeree"), 544,435 warrants that are exercisable into 544,435 ordinary shares of the Company (hereafter: "the Warrants" and "the Exercise Shares"), respectively), under the terms that are specified in the CEO's warrant plan (hereafter: "the Plan" or "the Warrant Plan"), as set forth below:

3.2.2.1 The Offeree

The Offeree serves as the CEO of the Company by virtue of an employment agreement, and therefore an employer-employee relationship exists between him and the Company. The CEO of the Company 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, as aforesaid.

3.2.2.2 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

a. 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 the CEO.

The Warrants will be allotted for no consideration.

b. 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.

c. 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.
d. 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 99,569,596 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.
e. 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 100,114,031 ordinary shares⁴ , and the Company shares that will derive from the exercise and/or conversion of all of the granted Warrants will constitute 0.54% 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 104,364,031 ordinary shares⁵ , and the Company shares that will derive from the exercise and/or conversion of all of the granted Warrants will constitute 0.52% of the issued and paid-up share capital of the Company, after the allotment.
f. 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 section 3.2.2.9 below.
g. 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

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

³ Without accounting for warrants awarded but not yet allotted to officers, as described in the Company's supplementary immediate report dated March 19, 2023 (reference no.: 2023-01-024286). The information that is provided in said immediate report is included herein by way of reference.

⁴Excluding dormant shares.

⁵Excluding dormant shares.

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.

h. 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.
i. 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).
j. 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.

3.2.2.3 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
- a. The fair value of the Warrants totals NIS 1,467 thousand. It should be noted that the quantity of the Warrants and their value, as above, were determined as follows:

As aforesaid, 2023 Retention Plan has identical terms and a similar scope to those of the 2019 Retention Plan. It should be noted that the value of the equity compensation granted to the CEO by virtue of the 2019 Retention Plan totaled NIS 2,743 thousand. Nevertheless, there is some overlap between the 2019 Retention Plan and the 2023 Retention Plan.

The overlap period between the remaining period of the 2019 Retention Plan (ending in June 2024) and the 2023 Retention Plan (commencing on June 1, 2023), is one year. The value of the benefits that is (linearly) attributed to this overlap period is estimated at NIS 1,276 thousand.

In order to avoid duplicate benefits during said period, the quantity of Warrants that is to be allotted in practice within the framework of the 2023 Retention Plan has been reduced, such that its value reflects the value of the 2019 Equity Compensation, less the value of the benefits that is attributed to the overlap period.

Accordingly, the value of each of the Warrants that will be allotted under the Plan is NIS 2.6945.

b. The value of the Warrants, as above, was calculated based on the value determined for the Warrants in an economic opinion dated March 27, 2023.
c. 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 March 27, 2023, which was NIS 17.72, with an annual standard deviation (based on historical prices of the share) of 32%, 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.
d. 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 section 3.2.2.9 above.
e. 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.

3.2.2.4 Details Concerning the Six Addendum to the Periodic and Immediate Reports Regulations, 1970

Year	Name	Position	Position percentag e	Rate of Holding of Company 's Equity (fully diluted)	Salary	Bonus	Share based payment	Managem ent fees	Consultin g fees	Sum Total
2022	Ittai Ben Zeev	CEO	100%	4.05	3,964	818	530			5,312

a. For information on the terms of office and employment of the Company's CEO, see

Article 21 of the "Additional Information on the Company" Part and note 27B of the financial statements as of December 31, 2022, which are included in the 2022 periodic report. The information that is provided in the 2022 periodic report is included herein by way of reference.

b. The rate of the variable components in the terms of office and employment of the Company's CEO for 2022 out of his total cost of employment in said year was 25.38%, and the rate of the fixed components was 74.62%.
c. To the date of the report, the estimated ratio of the TASE CEO's terms of office and employment to the average salary cost and the median salary cost of the other employees of the Company is 9.35 and 10.11, 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.
d. It should be noted that the terms of employment of the TASE CEO do not coincide with the Company's compensation policy, as described below: the overall cost of employment of the CEO exceeds the cost of employment stipulated in the Company's compensation policy; the Retention Loan is not in accordance with the Company's compensation policy; the total value of the equity compensation exceeds the maximum equity compensation provided for in the Company's compensation policy.

3.2.2.5 Details of the Consideration

a. The Warrants are offered to the CEO pursuant to the Warrant Plan for no consideration.
b. The exercise price of each of the Warrants is NIS 40 (hereafter: "the Exercise Price"). The Exercise Price exceeds the closing price of TASE's share on March 27, 2023, which is NIS 17.72.
c. It is hereby clarified that, in accordance with the provisions of the Warrant Plan, on the exercise date the CEO of the Company will not be required to pay the Exercise Price in practice, and the Company will capitalize a part of its profits to share capital or will take any other action permitted by law. 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 TASE CEO will only be used to determine the amount of monetary benefit and the quantity of Exercise Shares that would actually be allotted to the TASE CEO, as described in section 3.2.2.9 to the offering report. The information that is provided in the offering report is included herein by way of reference.

d. For additional information, see Section 3.2.2.3 above.

3.2.2.6 The Company's Issued Share Capital6, the Quantity and Percentage 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)	Percentag e holding in equity and voting (fully diluted)	Quantity of shares	Quantity of convertible securities7	Percentage holding in equity and voting (not fully diluted)	Percentag e holding in equity and voting (fully diluted)
Manikay Global	19,999,99 9	0	20.09%	19.26%	19,999,999	0	20.09%	19.16%
Artisan Partners	5,238,119	0	5.26%	5.05%	5,238,119	0	5.26%	5.02%
Ittai Ben-Zeev	0	4,250,000	0	4.09%	0	4,794,43 5	0	4.59%
Hani Shitrit-Bach	143,668	0	0.14%	0.14%	143,668	0	0.14%	0.14%
Sraya Orgad	220,615	0	0.22%	0.21%	220,615	0	0.22%	0.21%
Uri Shavit	184,063	0	0.18%	0.18%	184,063	0	0.18%	0.18%
Viacheslav Fradin	32,298	0	0.03%	0.03%	32,298	0	0.03%	0.03%
Zohar Sela	11,686	0	0.01%	0.01%	11,686	0	0.01%	0.01%
The Tel-Aviv Stock Exchange Ltd.8	3,073,911	0	0	0	3,073,911	0	0	0
The public	73,739,14 8	0	74.06%	71.03%	1,412,157.4 6	-	10.9%	10.9%
Total	99,569,59 6	4,250,000	100%	100%	99,569,596	4,794,43 5	100%	100%

3.2.2.7 The Approvals Required Pursuant to the Offering

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

a. The approval of the Audit Committee and the approval of the Board of Directors, which have been obtained 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

⁶ As of March 27, 2023.

⁷ Without accounting for 2,980,000 warrants under the Equity Compensation Plan dated February 28, 2023 for officers that report to the CEO, which have not yet been allotted.

⁸ Dormant shares.

in section 7.3 below.

b. 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);
c. TASE's approval for the listing of the Exercise Shares;
d. 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.

3.2.2.8 Date of Allotment of the Securities

As stated above, the Warrants will be allotted, subject to the obtaining of all of the approvals that are required by law, on June 1, 2023.

3.2.2.9 The Exercise Process of the Warrants

a. 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 exdate 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.
b. the exercise of Warrants pursuant to the Warrant Plan, on behalf of the Offeree, will be executed through the Trustee.
c. 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, the Offeree shall deliver to the Trustee and to the Company an exercise notice, signed by him (in this section 3.2.2.9 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").
d. Where an Exercise Notice has been delivered by an Offeree, the following shall apply:

(1) A calculation will be performed of the difference between:

The average closing price on TASE of an ordinary share in the period of 30 days preceding the Exercise Date (hereafter: "the Average Closing Price of the Share"), multiplied by the number of shares that would derive from the Warrants in relation to which the Exercise Notice was given (adjusted as stated in section 3.2.2.10 below, as appropriate);

And:

The exercise price, as per section 3.2.2.5 B below (adjusted as stated in section 3.2.2.10 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").

(2) 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.
(3) 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.

e. 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.
f. 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.
g. The exercise expenses and any commission involved in the exercise, shall be borne by the Offeree.
h. Subject to the provisions of the law and subject to the terms that shall be stipulated in the Warrant Plan, the Warrants that will be allotted under the Warrant Plan shall be exercisable commencing at the end of sixty (60) months from the date of allotment of the Warrants through to the end of eighty-four (84) months of the allotment date.
i. In the event of termination of the employment relationship, the following provisions shall apply:
- (1) If the termination of the employment relationship takes place after the completion of 60 months of the allotment date for a cause that is not extraordinary, the Warrants shall be exercisable pursuant to the provisions of the Plan.
- (2) If the termination of the employment relationship takes place before the completion of 60 months of the allotment date, all of the Warrants shall expire on the date of termination of the relationship.

Notwithstanding the aforesaid, if the termination of the employment relationship takes place prior to the completion of 60 months, as above, but under circumstances of death or permanent loss of working capacity, god forbid, then the CEO or his estate shall be entitled to exercise a part of the Warrants (which shall be determined in proportion to the period that elapsed from the date of allotment to the date of termination of the relationship out of a period of 60 months), in accordance with the provisions of the Plan.

(3) If the relationship is terminated due to an extraordinary cause, all of the Warrants will expire immediately, even if vested, and even if the CEO would have been entitled to exercise them according to the terms of the Plan.
j. 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 CEO (as well as surtax), and at the same time does not allow the Company a deduction for tax purposes.

3.2.2.10Adjustment Provisions in Protection of the Offeree

a. 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.

b. 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).

c. 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.
d. 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.
e. 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:
(1) 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,
(2) 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; or,
(3) 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,
(4) 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,
(5) 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.

f. If, as a result of any of the adjustments that are set out in this section 3.2.2.10 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.
g. The calculation of the adjustments required pursuant to this section 3.2.2.10 above, as described above, will be executed and approved by an independent accountant that will be selected by the Compensation Committee.

3.2.2.11Non-Negotiability or Transferability of the Warrants

a. 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.
b. 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.
c. 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.
d. 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.

3.2.2.12Agreements between the Offeree and a Shareholder in the Company

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

3.2.2.13Restrictions 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:

a. 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 (hereafter in this section: "the Period").
b. 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.

c. 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.
d. 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:
e. The Warrants may not be transferred, with the exception of transfer to heirs in accordance with the law, as stated in section 3.2.2.11 A above.
f. The Offerees are 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.

3.3 Vehicle

In accordance with his current terms of employment, the Company provides to the CEO a vehicle with a value of up to NIS 350,000 by way of acquisition of the vehicle. It is proposed that the Company will make a vehicle available to the CEO by way of a lease agreement, for a monthly consideration that shall not exceed NIS 14,000 (including VAT). All other terms of provision of the vehicle will remain unchanged.

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

a. During the CEO's term in office, the Company has undergone significant changes, increased its profitability, improved its efficiency in many areas, including the cutting back of costs, reduction of the size and expenses of the management and more. At the same time, the Company has formulated a multiannual strategic plan that is characterized by the sourcing of additional revenue streams for the Company.
b. The CEO's noteworthy contribution to the betterment of the Company and to the creation of substantial value to its shareholders.
c. Since, according to the strategic plan, significant strategic projects of the Company are expected to mature in the coming years, the Company needs solid leadership that can navigate the "ship" safely and successfully through the upcoming challenges.
d. In view of his invaluable contribution to the Company and to the various interfaces with which it interacts, the CEO is essential to the success of the Company, and his continued leadership of the Company in the coming years is of the utmost importance.
e. The purpose of the Retention Plan is to create a mechanism that will ensure, to the extent possible,

the CEO's continued service at the Company, at least in the next five years, including by rewarding the CEO for his successes in the development of the Company, and to create an adequate incentive for the CEO to further the Company's goals, with a long-term perspective, while generating profitability for TASE, and strengthening his identification with the goals of the Company.

f. While the period of the 2019 Retention Plan has not yet elapsed and is only expected to end in June 2024, it can be reasonably assumed that, as its termination draws closer, the CEO, being a valued and highly capable CEO, will receive various requests and offers for other high-level positions, which could lead to his stepping down from his office in the Company upon the termination of the 2019 Retention Plan. Accordingly, in view of the complex challenges that the Company will be facing in the coming years and the long-term perspective of the goals of the new strategic plan, it is wise to mitigate this risk by bringing forward the date of a new retention plan, with an appropriate balancing of the overlap period between the two retention plans.
g. 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 extension of the Retention Loan and the grant of the Warrants to the CEO within the framework of the 2023 Retention Plan are reasonable, appropriate, and coincide with the interests of the Company and are designed to create an optimal incentive for the CEO to generate profit for the Company and pursue the achievement of its goals.

4. 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 the decision to grant the Warrants.

5. 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

5.1 The participants in the discussions of the Company's Audit Committee held on February 26, 2023 and on March 22, 2023 in connection with Resolution 1.4 on the agenda, included Messrs. Yoav Chelouche, Meirav Ben Cnaan Heller, Aharon Aharon and Gedon Hertshten.
5.2 The participants in the discussion of the Board of Directors held on March 28, 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.

6. Names of the Directors Who, To the Best of The Company's Knowledge, Have Personal Interest in Resolution 1.4 on the Agenda

None of the directors has personal interest in Resolution 1.4 on the agenda.

7. Majority Required for Approval of the Resolutions

7.1. The majority required to pass the resolution that is specified in section 1.1 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:
- 7.1.1.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 appointments, which does not arise from his relationship with the controlling shareholder, 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, mutatis mutandis.
- 7.1.2.The total opposing votes among the shareholders referred to in section 3.1.1 above does not exceed two (2%) percent of the total voting rights in the Company.
7.2. The majority required to pass the resolutions that are described in sections 1.2-1.3 above is a simple majority of all the votes of the shareholders present at the general meeting, that are entitled to vote and that voted thereat.
7.3. The majority required to pass the resolution that is specified in section 1.4 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:
- 7.3.1.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 Company or a person having a personal interest in approving the resolution that is specified in section 1.4 above, 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;
- 7.3.2.The total opposing votes among the shareholders referred to in section 7.3.1 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.

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.

8. 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

8.1. The meeting will convene on Thursday, May 4th, 2023, 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, May 11th , 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 Tuesday, April 4th , 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 4.6 below (hereafter: "Voting Ballot").
8.2. 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.
8.3. 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.
8.4. 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.
8.5. 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.
8.6. 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.

8.7. 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.
8.8. 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.
8.9. 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.
8.10. 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.
8.11. 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.
8.12. 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.
8.13. The formats of the voting ballot and the position papers, within their meaning in Section 88 of the Companies Law, are available at the websites of the Securities Authority and the Tel Aviv Stock Exchange Ltd., as follows: Distribution website of the Israel 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/.
8.14. 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.
8.15. 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.

8.16. The final date for the submission of position papers to the Company is up to 10 days after the Record Date.

9. 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.

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

Adv. Ofer Yankovich and Adv. Gil Cherchi, 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.

11. 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.

Please find attached as Appendix A to this convening report a translation of this convening report into the English language (hereafter: "the Translation"). It should be noted that the Translation is attached 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,

Efrat Bank Yogev, Adv. Acting Corporate Secretary

401108

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

Company name: The Tel-Aviv Stock Exchange Ltd.

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

Special meeting, on Thursday, May 4th , 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, May 11th , 2023, at the same place and at the same time.

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

3.1 Appointment of an Independent Director Recommended by the Nominating Committee and an Outside Director - Mr. Yoav Chelouche

3.2 Appointment of an independent director - Ms. Ornit Kravitz

3.3 Appointment of an independent director - Mr. Jonathan Kolodny

3.4 Approval of a Retention Plan for the TASE CEO

Wording of the proposed resolution - To approve the retention plan for Mr. Ittai Ben-Zeev, the CEO of TASE (hereafter: "the CEO" or "the TASE CEO"), including the extension of the New Retention Loan (as defined in section 3 below) in an amount of NIS 3.5 million and the grant of 544,435 warrants exercisable into 544,435 ordinary shares of the Company; and to approve the provision of a vehicle to the CEO by way of a lease agreement, for a monthly consideration that shall not exceed NIS 14,000 (including VAT).

4. Additional information on the Topics that Are on the agenda:

4.1 Presented below is information on Mr. Chelouche, as required under Regulation 26 of the Reports Regulations

Name: Yoav Chelouche

I.D. No.: 031157746

Date of birth: July 18, 1953

Address for service of process: 53/A La-Merchav St., Ramat Hasharon.

Nationality: Israeli

Is he/she an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: No

Date of commencement of service as director in the Company: Commencing May 15, 2014 (except during the period from May 15, 2018 to February 28, 2019).

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

Education:

MBA, Business Administration, INSEAD (European Institute of Business Administration);

B.A. in Accounting and Statistics, Tel Aviv University.

Occupation in the past 5 years:

Managing Partner at Aviv Venture Capital Fund; invests in emerging technology companies (startups) and mentors entrepreneurs.

Other corporations in which he/she serves as a director:

To the best knowledge of the Company and the other directors therein, is the director related to another interested party in the Company: No

Mr. Yoav Chelouche has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Mr. Chelouche's declaration is attached to this report.

4.2 Presented below is information on Ms. Kravitz, as required under Regulation 26 of the Reports Regulations

Name: Ornit Kravitz

I.D. No.: 032231078

Date of birth: April 12, 1975

Address for the service of process: #10 HaAluf Nechemia Tamari St., Holon

Nationality: Israeli

Membership of Board of Directors' committee(s): To be considered following her appointment as a director in the Company

She is a candidate for the position of independent director, possesses professional qualifications

Is he/she an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: No

Date of commencement of service as director in the Company: The date of approval by the General Meeting of the Company's shareholders.

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

Education:

LLB, Tel Aviv University.
LLM, Tel Aviv University.
M.B.A., Interdisciplinary Center Herzliya
PhD in Communications, Tel Aviv University.

Occupation in the past 5 years:

Owner of the Kameo hotel in Greece 2021-to date.
Partner in Maor Investments 2017-2021.
Service as a director in public companies.

Other corporations in which he/she serves as a director:

Mega Or Holdings Ltd.

To the best knowledge of the Company and the other directors therein, is the director related to another interested party in the Company: No

Ms. Kravitz has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Ms. Kravitz's declaration is attached to this report.

4.3 Presented below is information on Mr. Kolodny, as required under Regulation 26 of the Reports Regulations

Name: Jonathan Kolodny

I.D. No.: 318135316

Date of birth: May 18, 1969

Address for the service of process: #60 Achi Dakar St., Raanana

Nationality: Israeli

Membership of Board of Directors' committee(s): To be considered following his appointment as a director in the Company

He is a candidate for the position of independent director, possesses accounting and financial expertise.

Is he/she an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: No

Date of commencement of service as director in the Company: The date of approval by the General Meeting of the Company's shareholders.

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

Education:

BSc Computer Science, Harvard University
PhD in Brain Sciences and Cognition, Cambridge University.

Occupation in the past 5 years:

General Partner of ION Crossover Partners Ltd. for 5 years.
Director in BlueVine Capital for 4 years.
Director in Resident Home, Inc. for 3 years.
CEO of Keter Holdings Ltd. for 5 years.
Director in Soda Stream Israel Ltd. for 5 years.
Director in Cortica for 3.5 years.

Other corporations in which he/she serves as a director:

Partner Communications Ltd., BlueVine Capital, Resident Home, Inc., and Cortica Ltd.

To the best knowledge of the Company and the other directors therein, is the director related to another interested party in the Company: No

Mr. Kolodny has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Mr. Kolodny's declaration is attached to this report.

4.4 Approval of a Retention Plan for the TASE CEO

On March 28, 2023, the Board of Directors of the Company, after obtaining the approval of TASE's Audit Committee, in its capacity as the Compensation Committee, and subject to obtaining the approval of the Company's shareholders' meeting, approved a retention plan (hereafter: "the 2023 Retention Plan"), which is based on the principles of the five-year retention plan approved for the TASE CEO on May 1, 2019 (hereafter: "the 2019 Retention Plan"), with certain adjustments, as set forth below:

4.4.1 Retention Loan

Within this framework, provisions have been set with regard to the interest rate on the Retention Loan and its handling in the event that the employment relationship between the Company and the CEO terminates prior to May 31, 2028.

4.4.2 Equity Compensation

Subject to obtaining the approval of the Company's shareholders' meeting, and to obtaining the approvals described in section 3.2.2.7 below, on June 1, 2023 the Company will allot to the CEO (in this section below, also: "the Offeree"), 544,435 warrants that are exercisable into 544,435 ordinary shares of the Company (hereafter: "the Warrants" and "the Exercise Shares"), respectively), under the terms that are specified in the CEO's warrant plan (hereafter: "the Plan" or "the Warrant Plan"), as set forth below:

The exercise price of each of the Warrants is NIS 40 (hereafter: "the Exercise Price"). The Exercise Price shall be subject to the adjustment provisions for the protection of the Offeree, as set out in the Plan and as stated in the meeting convening report.

Subject to the provisions of the law and subject to the terms that shall be stipulated in the Warrant Plan, as set out in the meeting convening report, the Warrants that will be allotted under the Warrant Plan shall be exercisable commencing at the end of sixty (60) months from the date of allotment of the Warrants, as specified above, through to the end of eighty-four (84) months of the allotment date.

4.4.3 Vehicle

In accordance with his current terms of employment, the Company provides to the CEO a vehicle with a value of up to NIS 350,000, by way of acquisition of the vehicle. It is proposed that the Company will make a vehicle available to the CEO by way of a lease agreement, for a monthly consideration that shall not exceed NIS 14,000 (including VAT). All other terms of provision of the vehicle remain unchanged.

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

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

6. Majority Required for Approval of the Resolutions

6.1 The majority required to pass the resolution that is specified in section 3.1 above is a simple majority of all the votes of the shareholders present at the general meeting, that are entitled to vote and that voted thereat, without taking abstentions into account, and provided that one of the following shall be fulfilled:
6.1.1 The votes comprising the majority at the General Meeting shall include a majority of all the votes of the shareholders that are not the controlling shareholders of the Company¹ or a person having a personal interest in approving the appointments, which does not arise from his relationship with the controlling shareholder, 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, mutatis mutandis.
6.1.2 The total opposing votes among the shareholders referred to in paragraph 6.1.1 above does not exceed two (2%) percent of the total voting rights in the Company.
- 6.2 The majority required to pass the resolution that is described in sections 3.2-3.3 above (equity compensation to directors) 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.
- 6.3 The majority required to pass the resolution that is specified in section 3.4 above is a simple majority of all the votes of the shareholders present at the general meeting, that are entitled to vote

¹ 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.

and that voted thereat, without taking abstentions into account, and provided that one of the following shall be fulfilled:

6.3.1 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 Company or a person having a personal interest in approving the resolution that is specified in section 1.4 above, 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;
6.3.2 The total opposing votes among the shareholders referred to in section 6.3.1 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.

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 (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.
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.
13.1 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.
1. 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: 4,978,480 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: 4,978,480 ordinary shares with no par value.

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 Efrat Bank Yogev, Adv., Acting Corporate Secretary.

Company no.: 52-002003-3

Time of the meeting:Thursday, May 4th, 2023, at 15:00.

___________________________________________________

Type of meeting: special.

Record date: Tuesday, April 4th , 2023.

(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

				With regard to the approval of a transaction pursuant to Sections 255 and 272-275 of the Companies Law, which is not approved by simple majority, or the compensation policy for officers in the Company pursuant to Section 267A of the Companies Law, or the appointment of an outside director pursuant to Section 239(B) or 245(A1) of the Companies Law:
No. of topic on the agenda, as detailed in the report on the convening of a meeting.	Manner of Voting1			Are you a controlling shareholder, interested party, or do you hold personal interest in the resolution? 2		Are you a senior officer? 3		Are you an institutional investor? 3
	For	Against	Abstain	Yes*	No	Yes*	No	Yes*	No
1.1
1.2
1.3
1.4

Date: ______________ Signature: ______________

* Please explain in detail on following page

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 Internet.

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.

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. The disclosure of personal interest in the approval of an appointment that does is not the result of ties with the controlling shareholder is not necessary.
³ Within the meaning of these terms in Regulation 1 of the Regulations.

Details

Appointment of an Independent Director Recommended by the Nominating Committee and an Outside Director - Mr. Yoav Chelouche (see section 3.1 to this voting ballot above):

________________________________________________________________________________________ ________________________________________________________________________________________ ________________________________________________________________________________________

Approval of a retention plan for the TASE CEO (see section 3.4 of this voting ballot above)

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

Declaration by a Candidate for the Office of Outside Director¹

[in a company without a controlling shareholder and without a controlling block] In accordance with Sections 224B and 241 of the Companies Law, 1999 ("the Companies Law")

I, the undersigned, Yoav Chelouche, bearer of I.D. 031157746, hereby declare, in writing, as follows:

The terms in this declaration shall have the meaning that appears beside them:

as defined in the Companies Law.
an employment relationship, business or professional ties in general or control, as well as service as an officer, other than service as a director appointed to serve as an outside director of a company about to offer shares to the public for the first time.
The Securities Law, 1968.
a corporation, in which the controlling shareholder, on the date of appointment or in the two years preceding it, is the Company or a controlling shareholder therein;
the ability to direct the activity of a corporation, excluding an ability deriving merely from holding an office of director or another office in such a corporation, while a person shall be presumed to control a corporation if he holds half or more of a certain type pf means of control in a corporation;
any of the following:
(1) voting right at the general meeting of a company or at a corresponding body of another corporation;
(2) the right to appoint a director of a company or its general manager;
as regarding securities or voting interest etc. - whether alone or with others, directly or indirectly, through a trustee, a trust company, a nominee company, or otherwise; with respect to holding or acquisition by a company - it will also imply by its subsidiary or a

¹ The format of this declaration will be attached to the immediate report on the convening of a general meeting.

related company thereof, and with respect to holding or acquisition by an individual – the individual and his relatives living with him, or whose livelihood depends on each other, are deemed one person;

"Holding or acquisition of
securities jointly with others"	- the holding or acquisition of securities in cooperation between two or more persons under an agreement, whether written or verbal; without derogating from the generality of the aforesaid, the following shall prima facie be deemed to be holding or acquiring securities jointly -
	(1) a corporation that holds or acquires securities (in this definition - corporation) together with an interested party therein or with a related company thereof;
	(2) a person whose business is the holding or trading of securities on behalf of others, together with his customer or with his relative who does not live with him, the livelihood of the one not depending on the other, for whom he holds and manages securities under a power of attorney granting him discretion with respect to the use of the voting power;
"Relative" -	significant other, sibling, parent, parent of a parent, offspring, as well as an offspring, sibling or parent of the significant other or the significant other of any of the aforesaid.
"Material Shareholder" -	the holder of five percent or more of the issued share capital of the Company or the voting rights therein.

1. I am an Israeli resident.
1. I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder do not have and did not have in the two years that preceded the date on which I am to be appointed as a director, an affinity to the Company, to any person who on the appointment date is the Chairman of the Board of Directors, the CEO, a material shareholder or the highest ranking financial officer, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Companies Regulations (Matters that Do Not Constitute Affinity), 2006 (hereafter: "the Affinity Regulations")² .

1. Since the date of my initial appointment as a director*, I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder did not have business or professional ties with the Company, with the Chairman of the Board of Directors, the CEO a material shareholder or the highest ranking financial officer, even if the aforesaid ties are not in general, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Affinity Regulations³ .
* This declaration is required only in reappointment. Cross out the section if irrelevant.
1. Since the date of my initial appointment as a director* I have not received, in addition to the compensation and reimbursement of expenses to which I am entitled, any direct or indirect consideration for my service as a director in the Company.
* This declaration is required only in reappointment. Cross out the section if irrelevant.
1. My positions and/or other occupations do not create and are not likely to create, a conflict of interests with my duties as a director in the Company and they do not impair my ability to serve as a director in the Company.
1. To the best of my knowledge, none of the Company's directors serve as outside directors in companies in which I am a director.
1. I am not an employee of the Israel Securities Authority or an employee of a stock exchange in Israel.
1. I am not a TASE member or a controlling shareholder of a TASE member.
1. I am not an interested party by virtue of a shareholding in a corporation whose securities are listed on TASE.
1. I am not an interested party in TASE or in a TASE member.
1. I am not a relative of a TASE member, of an officer of TASE or of a TASE member, of a controlling shareholder of TASE or of a TASE member or of a person who provides services for remuneration, on a regular basis, to one of the above.
1. I do not have an affinity with a TASE member, with an officer of a TASE member, with a corporation controlled by a TASE member or with a controlling shareholder of a TASE member and I do not provide services for remuneration, on a regular basis, to one of the above.
1. I hereby declare that I meet the qualifying terms stipulated in Section 240(B) through (F) of the Companies Law and in Section 50B5 of the Securities Law, as set forth in this

of view and the company's point of view; (2) the ties began prior to the date of appointment; (3) the audit committee approved prior to the appointment, based on facts which were presented thereto, that the condition provided in paragraph (1) was met; (4) the existence of such business or professional ties and the approval of the audit committee were presented to the general meeting prior to the approval of the appointment.

³ Regulation 5(B) of the Affinity Regulations determines that the existence of business or professional ties, that commenced after the director was appointed, will not constitute affinity if all the following are met: (1) the ties are insignificant both from the director's point of view and the company's point of view; (2) the director has declared that he/she had no knowledge of and could not have reasonably been aware of the creation of the ties or the intention to create them, and that he/she has no control over their existence or termination; (3) the audit committee approved, based on facts which were presented thereto, that the condition provided in paragraph (1) was met.

declaration above.

I have the necessary qualifications and ability to devote the time required in order to perform my duties as a director of the Company, bearing in mind, among other things, its special needs and its size.

Considering the aforesaid, below are details of my qualifications, including my education, experience and knowledge (if necessary, include reference to all or part of the documents that are attached in response to section 16 below):

B.Sc. in Economics and Statistics, Tel Aviv University

M.B.A., INSEAD, Fontainebleau, France. Graduated at the top of my class

President and CEO of Scitex, a technological trailblazer and the first Israeli global company. 5,000 employees. Prior to that I held executive position in the fields of strategy, mergers & acquisitions, marketing and finance

Managing Partner at Aviv Venture Capital Fund. Investment in "one of aa kind" emerging technology companies. Recently, one of the companies carried out an IPO on the New York Exchange, at a value of US\$ 1.2 billion.

Chairman of the high-tech's umbrella organization, IATI (Israel Advanced Technology Industries)

Director in leading Israeli companies (see below), investor and mentor for technology companies (see below)

1. In addition, I acknowledge that in accordance with the Companies Law, a person will be appointed as an outside director in a company if he/she possesses accounting and financial expertise, as defined below, provided that at least one of the outside directors possesses accounting and financial expertise.
1. Furthermore, I acknowledge that in accordance with the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Qualifications), 2005 (hereafter: "the Regulations"):
2. A "director possessing accounting and financial expertise" is one that due to his or her education, experience and qualifications has a high level of proficiency in and understanding of business - accounting matters and financial statements, by virtue of which he or she has an in-depth understanding of the company's

financial statements and is able to raise a discussion in connection with the manner of presentation of the financial data.

The assessment of the accounting and financial expertise of a director will be performed by the Board of Directors, taking into consideration, inter alia, his or her education, experience and knowledge in the following:

Accounting issues and accounting control issues that are characteristic of the sector in which the company operates

and of companies in the size range and level of complexity of the company;

Duties and obligations of the independent auditors;

Preparation and approval of financial statements in accordance with the Companies Law and the Securities Law.

1. In addition, I acknowledge that, according to the Regulations:
2. 18.1 A "director possessing professional qualifications" is one who meets one of the following conditions:
  - 18.1.1 Holds an academic degree in one of the following professions: economics, business administration, law, public administration;
  - 18.1.2 Holds another academic degree or has completed higher education studies, all in the field of activity of the company or in a field that is relevant to the position;
  - 18.13 Has at least five years of experience in one of the following, or has cumulative experience of at least five years in two or more of the following:

An executive position in the business management of a corporation with a significant volume of activity;

Executive public office or an executive position in civil service;

An executive position in the primary areas of activity of the company.

18.2 The assessment of the professional qualifications of a candidate for the office of a director possessing professional qualifications will be performed by the Board of Directors.
1. Having acknowledged the aforesaid, I hereby declare as follows:

Presented below are details of my education, experience and knowledge (please specify the professions or areas for which the education was acquired, the institution where education was acquired and the academic degree or diploma held by you):

BA in Economics and Statistics from the Tel Aviv University

MBA from INSEAD, Fontainebleau, France

Presented below are details of my occupation in the past 5 years (full description in section 15-16)

Managing Partner of Aviv Venture Capital Fund

Director in and Chairman of the Audit Committee in Check Point Software Technologies, Tower Semiconductor.

Director in Malam-Team and Sufersal and member of committees

Director in private companies

Chairman of Keren Shemesh (PBC)

1. Presented below are documents and certificates pertaining to my education, experience and qualifications, in support of my declaration above.
1. I hereby confirm and declare that the Administrative Enforcement Committee has not imposed sanctions on me that forbid me from serving as a director of a public company.

"Sanctions" - sanctions as referred to in Section 52DDD of the Securities Law, 5728- 1968, which were imposed under Chapter Eight "D" of the Securities Law, under Chapter Seven "B" of the Regulation of Investment Counselling, Investment Management and Investment Portfolio Management Law, 5755-1995, or under Chapter Ten "A" of the Joint Trust Investments Law, 5754-1994, as the case may be;

"Administrative enforcement committee" - the committee appointed under Section 52FF(a) of the Securities Law, 5728-1968.

1. I hereby confirm and declare that I have not been convicted by a first-instance judgment of any of the offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law, 5728-1968. I have not been convicted in a court abroad of an offense of bribery, deceit, offenses of directors in a corporation or utilization of inside information. I have not been convicted by a first-instance judgment of an offense that the court has ruled that due to its nature, its seriousness or its circumstances, I am not fit to serve as a director of a public company (and for the duration determined by the court). Additionally, I am not a minor, legally incompetent, or declared bankrupt.
1. I hereby undertake to inform the Company in the event that any of the terms set out in this declaration above is no longer met or if cause arises for the expiration of my office, immediately upon becoming aware thereof.

Signed by me to attest the above:

March 17, 2023 -SIGNED-

Date Signature

Tel Aviv University

(Logo)

The University Rector

and Faculty of Social Sciences

Hereby Award

Mr.YOAV CHELOUCHE

The degree of

University Graduate (B.A.)

having completed his studies and passed the examinations of The Economics Department – as a single, extended track

Tel Aviv, the 2 nd day of Iyar, 5736, May 2nd , 1977

(handwritten signature) (handwritten signature) Rector Dean

Curriculum Vitae

Ornit Kravitz Ph.D. – Attorney

Personal Details:

I.D. Number:	032231078
Date of Birth:	12 April 1975
Marital Status:	Married + 3
Mobile phone:	050-6215822
Email:	[email protected]

Education:

•	1996 – 2000	LL.B. - Tel Aviv University
•	2004 – 2006	LL.M. - Tel Aviv University
•	2006 – 2008	MBA - IDC, Herzliya
•	2011 – 2014	Ph.D. in Communications, Tel Aviv University.
		Dissertation subject: "The Media's Contribution to the Decline
		of Public Confidence in the Judicial System in Israel"

Work Experience

2021 – Present-day: Founder and Owner of a Boutique Hotel The Cyclades, Greece.
2017 – 2021: A Boutique Investment Advisory Firm"GUEZ PARTNERS" and Maor Investments Fund - Partner.
2016 – 2017: Led the NASDAQ - Tel Aviv stock exchange establishment project.
2011 – 2015: Israel Securities Authority Senior Advisor to the Authority's Chairman (Prof. Shmuel Hauser) and Director of the International Department.
2000 – 2007: Tel Aviv District Attorney's Office (Criminal) – Attorney.

Board of Directors' Memberships:

2016 – 2021 Alrov Group (Audit Committee; Remuneration Committee)
2017 – 2020 Castro (Balance-sheet Committee; Audit; Remuneration)
2017 – 2020 Hilan (Chairperson of the Compensation Committee; Chairperson of the Audit Committee; Enforcement Committee; Balance-Sheet Committee)
2023 (Candidate for outside director position at MEGA OR Meeting is scheduled for March 13th, 2023)

Curriculum Vitae

Languages

Hebrew Native.
English Fluent.
French Good Command.
Greek Basic.

Military Service:

1993 – 1996: Military Service at the Intelligence Corps (Discharged at the rank of Lieutenant)

Declaration by a Candidate for the Office of Independent Director¹

[in a company without a controlling shareholder and without a controlling block] In accordance with Section 224B of the Companies Law, 1999 ("the Companies Law")

I, the undersigned, Ornit Kravitz, bearer of I.D. 032231078, hereby declare, in writing, as follows:

The terms in this declaration shall have the meaning that appears beside them:

"Affinity" -	an employment relationship, business or professional ties in general or control, as well as service as an officer, other than service as a director appointed to serve as an outside director of a company about to offer shares to the public for the first time.
"The Securities Law" -	The Securities Law, 1968.
"Another corporation"-	a corporation, in which the controlling shareholder, on the date of appointment or in the two years preceding it, is the Company or a controlling shareholder therein;
"Control" -	the ability to direct the activity of a corporation, excluding an ability deriving merely from holding an office of director or another office in such a corporation, while a person shall be presumed to control a corporation if he holds half or more of a certain type pf means of control in a corporation;
"Means of control" -	any of the following:
	(1) voting right at the general meeting of a company or at a corresponding body of another corporation;
	(2) the right to appoint a director of a company or its general manager;
"Holding" and "acquisition" -	as regarding securities or voting interest etc. - whether alone or with others, directly or indirectly, through a trustee, a trust company, a nominee company, or otherwise; with respect to holding or acquisition by a company - it will also imply by its subsidiary or a related company thereof, and with respect to holding or acquisition by an individual – the individual and

¹ The format of this declaration will be attached to the immediate report on the convening of a general meeting.

	his relatives living with him, or whose livelihood depends on each other, are deemed one person;
"Holding or acquisition of
securities jointly with others"	- the holding or acquisition of securities in cooperation between two or more persons under an agreement, whether written or verbal; without derogating from the generality of the aforesaid, the following shall prima facie be deemed to be holding or acquiring securities jointly -
	(1) a corporation that holds or acquires securities (in this definition - corporation) together with an interested party therein or with a related company thereof;
	(2) a person whose business is the holding or trading of securities on behalf of others, together with his customer or with his relative who does not live with him, the livelihood of the one not depending on the other, for whom he holds and manages securities under a power of attorney granting him discretion with respect to the use of the voting power;
"Relative" -	significant other, sibling, parent, parent of a parent, offspring, as well as an offspring, sibling or parent of the significant other or the significant other of any of the aforesaid.
"Material Shareholder" -	the holder of five percent or more of the issued share capital of the Company or the voting rights therein.

1. I am an Israeli resident.
1. I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder do not have and did not have in the two years that preceded the date on which I am to be appointed as a director, an affinity to the Company, to any person who on the appointment date is the Chairman of the Board of Directors, the CEO, a material shareholder or the highest ranking financial officer, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Companies Regulations (Matters that Do Not Constitute Affinity), 2006 (hereafter: "the Affinity Regulations")² .

² Regulation 5(A) of the Affinity Regulations determines that the existence of business or professional ties, will not constitute affinity if all the following are met: (1) the ties are insignificant both from the candidate's point of view and the company's point of view; (2) the ties began prior to the date of appointment; (3) the audit committee approved prior to the appointment, based on facts which were presented thereto, that the condition

1. Since the date of my initial appointment as a director*, I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder did not have business or professional ties with the Company, with the Chairman of the Board of Directors, the CEO a material shareholder or the highest ranking financial officer, even if the aforesaid ties are not in general, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Affinity Regulations³ .
* This declaration is required only in reappointment. Cross out the section if irrelevant.
1. Since the date of my initial appointment as a director* I have not received, in addition to the compensation and reimbursement of expenses to which I am entitled, any direct or indirect consideration for my service as a director in the Company.
* This declaration is required only in reappointment. Cross out the section if irrelevant.
1. My positions and/or other occupations do not create and are not likely to create, a conflict of interests with my duties as a director in the Company and they do not impair my ability to serve as a director in the Company.
1. To the best of my knowledge, none of the Company's directors serve as outside directors in companies in which I am a director.
1. I am not an employee of the Israel Securities Authority or an employee of a stock exchange in Israel.
1. I am not a TASE member or a controlling shareholder of a TASE member.
1. I am not an interested party by virtue of a shareholding in a corporation whose securities are listed on TASE.
1. I am not an interested party in TASE or in a TASE member.
1. I am not a relative of a TASE member, of an officer of TASE or of a TASE member, of a controlling shareholder of TASE or of a TASE member or of a person who provides services for remuneration, on a regular basis, to one of the above.
1. I do not have an affinity with a TASE member, with an officer of a TASE member, with a corporation controlled by a TASE member or with a controlling shareholder of a TASE member and I do not provide services for remuneration, on a regular basis, to one of the above.
1. I hereby declare that I meet the qualifying terms stipulated in Section 240(B) through (F) of the Companies Law and in Section 50B5 of the Securities Law, as set forth in this declaration above.
1. I have the necessary qualifications and ability to devote the time required in order to

provided in paragraph (1) was met; (4) the existence of such business or professional ties and the approval of the audit committee were presented to the general meeting prior to the approval of the appointment.

perform my duties as a director of the Company, bearing in mind, among other things, its special needs and its size.

LLB and LLM (Tel Aviv University), M.B.A.

M.B.A. (Interdisciplinary Center Herzliya)

PhD on the public's confidence in the judicial system (Tel Aviv University)

Professional experience – member of the plenum of the Israel Securities Authority, Senior Advisor to the Chairperson of the Securities Authority and Director of the Authority's International Department

Partner in a boutique mergers advisory firm. Guez Partners and in Maor Investments Fund

1. Presented below are documents and certificates pertaining to my education, experience and qualifications, in support of my declaration above.
1. I hereby confirm and declare that the Administrative Enforcement Committee has not imposed sanctions on me that forbid me from serving as a director of a public company.

"Administrative enforcement committee" - the committee appointed under Section 52FF(a) of the Securities Law, 5728-1968.

I hereby confirm and declare that I have not been convicted by a first-instance judgment of any of the offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law, 5728-1968. I have not been convicted in a court abroad of an offense of bribery, deceit, offenses of directors in a corporation or utilization of inside information. I have not been convicted by a first-instance judgment of an offense that the court has ruled that due to its nature, its seriousness or its circumstances, I am not fit to serve as a director of a public company (and for the duration determined by the court). Additionally, I am not a minor, legally incompetent, or declared bankrupt.
I hereby undertake to inform the Company in the event that any of the terms set out in this declaration above is no longer met or if cause arises for the expiration of my office, immediately upon becoming aware thereof.

Signed by me to attest the above:

March 12, 2023 -SIGNED-

Date Signature

(Logo) Tel Aviv University

Gershon H. Gordon Faculty of Social Sciences

Department of Communications

I hereby confirm that

Ornit Kravitz

Has received the Gershom Komarov Academic Award for praiseworthy achievements in the Department of Communications, in the academic year 2008-2009.

The 19th of Sivan 5770 Mrs. Nurit Gutman, Ph.D. June 1st, 2010 Head of the Department

(Logo) IDC, Herzliya

Arison School of Business

May, 2008

To whom it may concern,

Confirmation of Eligibility for Academic Degree

I hereby confirm that Ms. Ornit Kravitz, I.D. Nr. 32231078 is eligible for an MBA Academic Degree – Masters in Business Administration, and a Marketing Specialty Certification, after having graduating her studies with honors (Cum Laude) and has completed all examinations and met all academic requirements.

The studies began in November 2006 and ended in March 2008.

MBA grades average: 92.04

MBA eligibility date: April 2008.

The academic degree will be awarded to her at the upcoming Degree awarding ceremony (May 29, 2008).

Respectfully,

Shirley Brodezki Porat

Head of Graduate Programs at Reichman University

REICHMAN UNIVERSITY – IDC, HERZLIYA

THIS IS TO CERTIFY

That

Ms. Ornit Kravitz

I.D. Nr. 32231078

Has completed, as part of her accredited studies in Business Administration MBA, a specialization in Marketing

and met all the required conditions to receive this certificate

Iyar, 5768 May, 2008

_(handwritten signature) _(handwritten signature)

Prof. Elazar Berkovitch Mrs. Talia Rimon, Ph.D. Dean of the Arison School of Business Vice Dean of the Arison and Head of the MBA program School of Business and

Head of the Marketing Internship

Tel Aviv University (Logo) The Buchmann Faculty of Law Secretariat for Graduate Studies

The 30th day of Kislev, 5767 December 20th, 2006

Confirmation

We hereby confirm that Ms. Ornit Kravitz, I.D. Nr. 032231078, has graduated from the Faculty of Law, and is eligible for the academic degree of "Master of Laws" (LL.M), from Tel Aviv University, effective from November 2006.

The standard time for Master's degree studies at the Faculty of Law is two years (four semesters).

(Round Stamp) Tel Aviv University The Buchmann Faculty of Law (handwritten

signature)

Sarah Pomeranz

Faculty Chief Administrator

The Faculty of Law is dedicated to the memory of Eliezer and Haya Sara Buchmann, parents of Joseph Buchmann UNIVERSITY CAMPUS, RAMAT AVIV, TEL AVIV 69978, ISRAEL. TEL. 972-3-64064382, FAX. 972-3-6406427

(Logo) Tel Aviv University

The University Rector

and Dean of The Buchmann Faculty of Law

Hereby Award

Ms.Ornit Cohen

The degree of

University Law Graduate (LL.B.)

having completed her studies and graduated.

Tel Aviv, the 14th day of Sivan, 5761, June 5th, 2001

(handwritten signature) (handwritten signature) Prof. N. Cohen Prof. M. Mautner Rector Dean

DR. JONATHAN A KOLODNY

Business ION Crossover Partners

89 Medinat Hayehudim, Herzliya 4676672 [email protected]

EXPERIENCE:

2018- PARTNER COMMUNICATIONS (PTNR) Rosh Ha'ayin

Present External Board Director (ץ"דח (and current Head of Audit and Compensation Committees.

2018- ION CROSSOVER PARTNERS – General Partner Herzliya

Present Raised and deployed Israel's first "crossover" fund, investing in late-stage Israel-related technology companies and preparing them for flotation, crossing over from private to public markets Board Member of Bluevine, Inc. since 2019, Resident Home, Inc. (2020) and Cortica (2021)

2015-2018 SODASTREAM INTERNATIONAL (SODA) Airport City Member of Board of Directors until sale to Pepsico at end-2018

2013-2018

2016-2018 – C.E.O. and member of Board of Directors

Responsible for the largest global consumer resin company, with over 4000 employees and 23 production facilities. Led a major organizational redesign, recruited a new management team, acquired and integrated two companies, and built a multi-year strategy for the business.

2013-2016 – C.E.O. Jardin International Holding

Responsible for leading the Keter Group's activities outside of Israel, including 15 plants, roughly 2000 employees and four business divisions across North America and Europe. Led the roadshow process resulting in the sale of 80% of Keter to funds advised by BC Partners.

1994 – McKINSEY & COMPANY Boston, New York, London, Tel Aviv

2013 2007 to 2013 – Director (senior partner), multiple practices

Leadership experience

Core leader of Global Telecommunications, Banking, and Aerospace and Defense Practices
Founder of McKinsey's Israel office; Location Manager 2000-2011

Industry expertise

High-tech and Telecommunications: Over 35 engagements for fixed, mobile, and multichannel TV operators and regulators as well as software and services companies
Financial Services: Over 35 engagements in banking and insurance
Public sector: Over 15 engagements for a range of government ministries (Defense, Telecommunications, Finance, Environmental Protection) and the Office of the President
Consumer goods: Over 20 engagements on topics including operations, supply chain, international growth, marketing, sales, trade marketing and pricing

Functional expertise

Due diligence/Private Equity Conducted 20 due diligence efforts for leading PE firms and banks in the UK and Israel, as well as extensive portfolio work for a leading global PE firm
Growth/Business strategy Developed growth strategies for several leading Israeli and international firms, identifying and pursuing both organic and inorganic growth opportunities
Regulatory strategy Led regulatory strategy development of both telecoms and EPNG players as well as government ministries across multiple geographies
Performance transformation Drove over 20 operational improvement efforts, particularly in procurement, supply chain, and service operations.
Organizational design Created new organizational design and supporting processes across a wide range of industries (banking, telecommunications, logistics)

EDUCATION:

1993	PhD in Cognitive Neuroscience, University of Cambridge Marshall Scholar at the Applied Psychology Unit of the Medical Research Council.	Cambridge, UK
1990	BA, Computer Science, Summa cum laude. Harvard College Elected to Phi Beta Kappa as Junior, one of top 12 male undergraduates.	Cambridge, MA
OTHER:	Board member of Leket (not-for-profit), Chairman of Tzohar Kashrut, Lecturer in Reichman University

Home 60 Achi Dakar Street Ra'anana 4325995 +972-52-7777-200 (M)

KETER GROUP Herzliya, Luxembourg

Declaration by a Candidate for the Office of Independent Director¹

[in a company without a controlling shareholder and without a controlling block] In accordance with Section 224B of the Companies Law, 1999 ("the Companies Law")

I, the undersigned, Jonathan Kolodny, bearer of I.D. 318135316, hereby declare, in writing, as follows:

The terms in this declaration shall have the meaning that appears beside them:

"Affinity" -	an employment relationship, business or professional ties in general or control, as well as service as an officer, other than service as a director appointed to serve as an outside director of a company about to offer shares to the public for the first time.
"The Securities Law" -	The Securities Law, 1968.
"Another corporation"-	a corporation, in which the controlling shareholder, on the date of appointment or in the two years preceding it, is the Company or a controlling shareholder therein;
"Control" -	the ability to direct the activity of a corporation, excluding an ability deriving merely from holding an office of director or another office in such a corporation, while a person shall be presumed to control a corporation if he holds half or more of a certain type pf means of control in a corporation;
"Means of control" -	any of the following:
	(1) voting right at the general meeting of a company or at a corresponding body of another corporation;
	(2) the right to appoint a director of a company or its general manager;
"Holding" and "acquisition" -	as regarding securities or voting interest etc. - whether alone or with others, directly or indirectly, through a trustee, a trust company, a nominee company, or otherwise; with respect to holding or acquisition by a company - it will also imply by its subsidiary or a related company thereof, and with respect to holding or acquisition by an individual – the individual and

¹ The format of this declaration will be attached to the immediate report on the convening of a general meeting.

	his relatives living with him, or whose livelihood depends on each other, are deemed one person;
"Holding or acquisition of
securities jointly with others"	- the holding or acquisition of securities in cooperation between two or more persons under an agreement, whether written or verbal; without derogating from the generality of the aforesaid, the following shall prima facie be deemed to be holding or acquiring securities jointly -
	(1) a corporation that holds or acquires securities (in this definition - corporation) together with an interested party therein or with a related company thereof;
	(2) a person whose business is the holding or trading of securities on behalf of others, together with his customer or with his relative who does not live with him, the livelihood of the one not depending on the other, for whom he holds and manages securities under a power of attorney granting him discretion with respect to the use of the voting power;
"Relative" -	significant other, sibling, parent, parent of a parent, offspring, as well as an offspring, sibling or parent of the significant other or the significant other of any of the aforesaid.
"Material Shareholder" -	the holder of five percent or more of the issued share capital of the Company or the voting rights therein.

1. I am an Israeli resident.
1. I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder do not have and did not have in the two years that preceded the date on which I am to be appointed as a director, an affinity to the Company, to any person who on the appointment date is the Chairman of the Board of Directors, the CEO, a material shareholder or the highest ranking financial officer, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Companies Regulations (Matters that Do Not Constitute Affinity), 2006 (hereafter: "the Affinity Regulations")² .

1. Since the date of my initial appointment as a director*, I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder did not have business or professional ties with the Company, with the Chairman of the Board of Directors, the CEO a material shareholder or the highest ranking financial officer, even if the aforesaid ties are not in general, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Affinity Regulations³ .
* This declaration is required only in reappointment. Cross out the section if irrelevant.
1. Since the date of my initial appointment as a director* I have not received, in addition to the compensation and reimbursement of expenses to which I am entitled, any direct or indirect consideration for my service as a director in the Company.
* This declaration is required only in reappointment. Cross out the section if irrelevant.
1. My positions and/or other occupations do not create and are not likely to create, a conflict of interests with my duties as a director in the Company and they do not impair my ability to serve as a director in the Company.
1. To the best of my knowledge, none of the Company's directors serve as outside directors in companies in which I am a director.
1. I am not an employee of the Israel Securities Authority or an employee of a stock exchange in Israel.
1. I am not a TASE member or a controlling shareholder of a TASE member.
1. I am not an interested party by virtue of a shareholding in a corporation whose securities are listed on TASE.
1. I am not an interested party in TASE or in a TASE member.
1. I am not a relative of a TASE member, of an officer of TASE or of a TASE member, of a controlling shareholder of TASE or of a TASE member or of a person who provides services for remuneration, on a regular basis, to one of the above.
1. I do not have an affinity with a TASE member, with an officer of a TASE member, with a corporation controlled by a TASE member or with a controlling shareholder of a TASE member and I do not provide services for remuneration, on a regular basis, to one of the above.
1. I hereby declare that I meet the qualifying terms stipulated in Section 240(B) through (F) of the Companies Law and in Section 50B5 of the Securities Law, as set forth in this declaration above.
1. I have the necessary qualifications and ability to devote the time required in order to

perform my duties as a director of the Company, bearing in mind, among other things, its special needs and its size.

Refer to the Curriculum Vitae

1. Presented below are documents and certificates pertaining to my education, experience and qualifications, in support of my declaration above.
1. I hereby confirm and declare that the Administrative Enforcement Committee has not imposed sanctions on me that forbid me from serving as a director of a public company.

"Administrative enforcement committee" - the committee appointed under Section 52FF(a) of the Securities Law, 5728-1968.

I hereby confirm and declare that I have not been convicted by a first-instance judgment of any of the offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law, 5728-1968. I have not been convicted in a court abroad of an offense of bribery, deceit, offenses of directors in a corporation or utilization of inside information. I have not been convicted by a first-instance judgment of an offense that the court has ruled that due to its nature, its seriousness or its circumstances, I am not fit to serve as a director of a public company (and for the duration determined by the court). Additionally, I am not a minor, legally incompetent, or declared bankrupt.
I hereby undertake to inform the Company in the event that any of the terms set out in this declaration above is no longer met or if cause arises for the expiration of my office, immediately upon becoming aware thereof.

Signed by me to attest the above:

March 10, 2023 -SIGNED-

Date Signature

AI assistant

Tel Aviv Stock Exchange Ltd. — AGM Information 2023

7071_rns_2023-03-29_cfa9c463-e039-4511-bf04-4b86642101a5.pdf

Re: Immediate Report on the Convening of a Special General Meeting of The Tel-Aviv Stock Exchange Ltd.

(hereafter: "the Company")

1. Topics on the Agenda and Proposed Resolutions:

Director - Mr. Yoav Chelouche

General Background

1.2 Appointment of an independent director - Ms. Ornit Kravitz

1.3 Appointment of an independent director - Mr. Jonathan Kolodny

2. Additional information on Topics 1.1-1.3 on the agenda:

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

Education:

Occupation in the past 5 years:

Other corporations in which he/she serves as a director:

2.2 Presented below is information on Ms. Kravitz, as required under Regulation 26 of the Reports

Education:

Occupation in the past 5 years:

Other corporations in which he/she serves as a director:

2.3 Presented below is information on Mr. Kolodny, as required under Regulation 26 of the Reports

Is he/she an employee of the Company, of its subsidiary, of its related company, or of an interested party therein: No

Education:

Occupation in the past 5 years:

Other corporations in which he/she serves as a director:

Is he/she 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.

2.4 Terms of Service of Messrs. Chelouche, Kravitz and Kolodny

3. Additional Information on Topic 1.4 on the Agenda:

3.2.1 Retention Loan

3.2.2 Equity Compensation

3.2.2.1 The Offeree

3.2.2.2 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

3.2.2.4 Details Concerning the Six Addendum to the Periodic and Immediate Reports Regulations, 1970

3.2.2.5 Details of the Consideration

3.2.2.6 The Company's Issued Share Capital6, the Quantity and Percentage 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:

3.2.2.7 The Approvals Required Pursuant to the Offering

3.2.2.8 Date of Allotment of the Securities

3.2.2.9 The Exercise Process of the Warrants

3.2.2.10Adjustment Provisions in Protection of the Offeree

3.2.2.11Non-Negotiability or Transferability of the Warrants

3.2.2.12Agreements between the Offeree and a Shareholder in the Company

3.2.2.13Restrictions on Transactions in the Offered Securities that Shall Apply to the Offeree

3.3 Vehicle

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

4. 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

5. 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

6. Names of the Directors Who, To the Best of The Company's Knowledge, Have Personal Interest in Resolution 1.4 on the Agenda

7. Majority Required for Approval of the Resolutions

8. 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

9. Adding a topic to the agenda

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

11. Perusal of documents

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

Papers), 5766-2005 ("the Regulations")

Part One

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

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

3.2 Appointment of an independent director - Ms. Ornit Kravitz

3.3 Appointment of an independent director - Mr. Jonathan Kolodny

3.4 Approval of a Retention Plan for the TASE CEO

4. Additional information on the Topics that Are on the agenda:

Education:

Occupation in the past 5 years:

Other corporations in which he/she serves as a director:

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

Education:

Occupation in the past 5 years:

Other corporations in which he/she serves as a director:

4.3 Presented below is information on Mr. Kolodny, as required under Regulation 26 of the Reports Regulations

Education:

Occupation in the past 5 years:

Other corporations in which he/she serves as a director:

4.4 Approval of a Retention Plan for the TASE CEO

4.4.1 Retention Loan

4.4.2 Equity Compensation

4.4.3 Vehicle

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

6. Majority Required for Approval of the Resolutions

Voting Ballot - Part Two

Company name: The Tel-Aviv Stock Exchange Ltd.

Details of the shareholder

Tel Aviv Stock Exchange Ltd. AGM Information 2023

Declaration by a Candidate for the Office of Outside Director¹

Declaration by a Candidate for the Office of Independent Director¹

Declaration by a Candidate for the Office of Independent Director¹