Tel Aviv Stock Exchange Ltd. — AGM Information 2024

Nov 20, 2024

This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew version. In the event of any discrepancy between the Hebrew version and this translation, the Hebrew version shall prevail.

Date: November 20, 2024

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

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

Presented herewith is an immediate report in accordance with the Companies Law, 1999 (hereafter: "the Companies Law"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting In a Public Company and Addition of a Topic to the Agenda), 2000 (hereafter: "the Notice Regulations"), the Companies Regulations (Written Vote and Position Papers), 2005, and the Securities Regulations (Periodic and Immediate Reports), 1970 (hereafter: "the Reports Regulations"), concerning the convening of a special general meeting of the shareholders of the Company, to be held on Thursday, December 26, 2024, at 13:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101.

On the agenda:

1. Appointment of independent directors recommended by the Nominating Committee, who will also serve as outside directors

General Background

a. According to the corporate governance provisions that apply to TASE, including Section 50B3 of the Securities Law, 1968 (hereafter: "the Securities Law"), the Board of Directors of an exchange may include a maximum of 15 members, the majority of which will be independent directors. It is further stipulated that the Board of Directors will include at least three independent directors, who shall be appointed by the general meeting, at the recommendation of a public nominating committee acting by virtue of the provisions of the Securities Law (whose members include a Judge appointed by the Minister of Justice, the chairman of the board of directors of the exchange and a senior academic staff member of a higher-education institute appointed by the Chairman of the Israel Securities Authority) (hereafter: "Director(s) Recommended by the Nominating Committee" and "the Nominating Committee", respectively). Directors Recommended by the Nominating Committee will be appointed for a three-year service period and may be appointed for three consecutive service periods, totaling 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. In addition, Section 50B3(3) of the Securities Law determines that outside directors, in accordance with the requirement of Section 239(A) of the Companies Law (hereafter also "Outside Directors"), will be appointed from among the Directors Recommended by the Nominating Committee.

b. On February 27, 2024, the office of Mr. Yoav Chelouche, a Director Recommended by the Nominating Committee and an Outside Director, expired¹ , this at the end of the maximum period of service as a Director Recommended by the Nominating Committee. In addition, in the near term the current office of two Directors Recommended by the Nominating Committee, who also serve as Outside Directors at TASE is about to end: Mr. Aharon Aharon will complete his first service period on January 11, 2025, while Ms. Merav Ben Cnaan Heller will complete part² of her third service period as a Director Recommended by the

¹ Since, on the expiration date of Mr. Chelouche's office, no members have yet been appointed for the Nominating Committee, as aforesaid, and since, on said date, the Board of Directors of TASE included only 2 Directors Recommended by the Nominating Committee, who also serve as Outside Directors (Ms. Merav Ben Cnaan Heller and Mr. Aharon Aharon), on February 15, 2024, the Board of Directors of TASE decided, by virtue of its authority pursuant to the provisions of Section 50B3(e) of the Securities Law, that Ms. Ornit Kravitz, who serves as an independent at TASE, shall be deemed as a Director Recommended by the Nominating Committee, to complete the minimum requirement of Directors Recommended by the Nominating Committee on the Board of Directors of TASE, this until the convening of TASE's next general meeting. On September 11, 2024, an annual general meeting of TASE was held, but a general meeting the agenda of which includes the appointment of directors has not yet been convened. Accordingly, the office of Ms. Kravitz as a Director Recommended by the Nominating Committee was extended by the Board of Directors on that date until the holding of such general meeting for the convening of directors.

² 1) On December 9, 2016, Ms. Merav Ben Cnaan Heller (hereafter: "Ms. Heller") was appointed as an Outside Director in TASE (the term used in the Securities Law prior to the coming into effect of Amendment No. 63 to the Securities Law, also known as the TASE Restructuring Law), and upon the coming into effect of the aforesaid Amendment No. 63, on April 5, 2017 - as a Director Recommended by the Nominating Committee, this until the date of the first annual meeting subsequent to April 5, 2017; 2) on November 1, 2018, in accordance with the provisions of Section 50B.3.(e) of the Securities Law, Ms. Heller was appointed as a Director Recommended by the Nominating Committee by the Board of Directors of TASE (since, at the time, the Nominating Committee had not yet been established). Appointment by the Board of Directors pursuant to the provisions of the aforesaid section of the Securities Law is effective until the first general meeting thereafter; 3) upon the establishment of the Nominating Committee, at the end of November 2018, it initiated a nominating process, recommending, inter alia, Ms. Heller, as a Director Recommended by the Nominating Committee. On February 28, 2019, the general meeting of TASE approved, inter alia, the appointment of Ms. Heller as a Director Recommended by the Nominating Committee, which marked the beginning of Ms. Heller's three-year service period (until February 27, 2022) as a Director Recommended by the Nominating Committee; 4) on August 1, 2019, TASE completed a secondary offering of its shares to the public and became a public company, within the meaning of the term in the Companies Law, which made it necessary for TASE, pursuant to and by virtue of Section 239 of the Companies Law, to appoint 2 Outside Directors. As mentioned above, according to the provisions of the Securities Law, TASE, being a public company, is required to appoint the Outside Directors from among the Directors Recommended by the Nominating Committee. Accordingly, on December 4, 2019, the general meeting of TASE approved, inter alia, the appointment of Ms. Heller and of two other Directors Recommended by the Nominating Committee, who at that time had also served on the Board of Directors of TASE as Outside Directors. As an independent director must be a Director Recommended by the Nominating Committee, and in view of the date of her appointment as a Director Recommended by the

Nominating Committee on February 27, 2025, and are qualified to be appointed thereafter for an additional service period - Mr. Aharon for an additional service period of 3 years, and Ms. Heller for a shorter period, i.e., from February 28, 2025 to December 8, 2025³ .

In view of the aforesaid, actions should be taken to appoint, at minimum, three Directors Recommended by the Nominating Committee.

It should be noted that, inter alia, in view of Ms. Heller's short service period, if her appointment is approved by the general meeting of TASE, it has been decided to appoint 4 Directors Recommended by the Nominating Committee, who will also serve as Outside Directors.

c. In May 2024, the Nominating Committee convened, following the appointment of its members in March 2024 in accordance with the provisions of the Securities Law and as set forth above: Honorable Judge (Retired) Esther Nachlieli-Khayt, Chairperson of the Committee, Prof. Eugene Kandel, Chairman of the Board of Directors of TASE, member of the Committee, and Dr. Israel Klein, member of the Committee, in order to recommend to TASE's general meeting on the appointment of four Directors Recommended by the Nominating Committee, in accordance with the provisions of Section 50B13 of the Securities Law, who will also serve as Outside Directors.

In accordance with the provisions of Section 50B13(c) of the Securities Law, the Nominating Committee will recommend to the general meeting of TASE at least two candidates for each opening for a Director Recommended by the Nominating Committee, as necessary for the achievement of the minimum number of independent directors in accordance with the provisions of Section 50B3(b) of the Securities Law.

d. As part of its work, on May 30, 2024, the Nominating Committee published a call (hereafter: "the Public Call") for individuals who meet the qualification criteria stipulated by law and the criteria prescribed by the Nominating Committee, to apply to the Committee for candidacy by filling out a questionnaire and submitting a declaration. Within the framework of this proceeding, the Nominating Committee has received

Nominating Committee, and in order to avoid any future gaps in the appointment dates for those two positions (Directors Recommended by the Nominating Committee and Outside Directors), Ms. Heller's appointment for her first service period as Outside Director was synchronized with the end-date of her service as a Director Recommended by the Nominating Committee, i.e., until February 27, 2022 rather than for a period of 3 years, as prescribed by the Companies Law; 5) in view of the aforesaid, as the service period of the Directors Recommended by the Nominating Committee and the then Outside Directors, including Ms. Heller, approached it end-date, during November and December 2021 the Nominating Committee carried out another nominating process, at the conclusion of which it recommended several candidates, including Ms. Heller. Thereafter, on January 12, 2022, the general meeting of TASE approved the appointment of Ms. Heller as a Director Recommended by the Nominating Committee and an Outside Director for an additional 3-year service period ending on February 27, 2025; 6) as a rule, Section 245 of the Companies Law prescribes a 3-year service period for an outside Director, which may be renewed for a maximum of two additional periods, i.e., up to 9 years. As aforesaid, Ms. Heller started serving as a director at TASE on December 9, 2016, and pursuant to the provisions of the law that apply to her office, subject to obtaining the necessary approvals, may continue to serve, at the latest, until December 8, 2025. However, in light of the reasons specified in section 5) above, Ms. Heller was appointed as Outside Director until February 27, 2025, the end-date of her office as a Director Recommended by the Nominating Committee. Accordingly, if the appointment of Ms. Heller is approved at the general meeting, her service will be renewed for the period from February 28, 2025 until December 8, 2025.

dozens of candidate applications. The Nominating Committee carried out a review and screening process, including with the assistance of a placement agency, and has also held personal interviews with close to thirty candidates. In September 2024, the Nominating Committee completed its work, having compiled a list of eight recommended candidates who would be presented to the Company's general meeting to vote on, two of which, Ms. Meirav Ben Cnaan Heller and Mr. Aharon Aharon, currently serve as directors in the Company, and four are new candidates, and six are new candidates - Ms. Ronit Meiri Harel; Ms. Michal Drayman; Ms. Ronit Atad; Adv. Michal Arlosoroff; Mr. Moshe Wolf; and Dr. Boaz Schwartz. For information on the candidates, in accordance with Regulation 26 of the Report Regulations, see section i. below.

• e. In accordance with the provision of Article 105 of the Company's Articles of Association, voting at the General Meeting on the appointment of a director or on the termination of his or her office, shall be held separately for each candidate or director, as appropriate. In accordance with the provision of Article 106 of the Company's Articles of Association, the General Meeting's resolutions on the appointment or the termination of office of a director will be passed by simple majority; in counting the votes of those participating at the meeting, the votes of abstainees will not be taken into account. In accordance with the provisions of Article 107 of the Company's Articles of Association, in the event that the number of candidates for the office of directors recommended by the Nominating Committee exceeds the number of open slots, those candidates who receive the highest number of votes shall be elected. This Article provides for additional deciding arrangements in the event of a tie in the number of votes received by several candidates, as described in section 3.2 below. It is noted that, since any candidate for the office of a director recommended by the Nominating Committee is also designated to serve as an outside director, the resolution on his or her appointment shall also be subject to compliance with the provisions of Section 239(B) of the Companies Law. As the Company does not have a shareholder that is defined as a controlling shareholder, compliance with the majority provisions that are set out in the Company's Articles of Association, is also compliance with the majority provisions required for the appointment of an Outside Director, as above.
• f. To complete the picture, it is hereby noted that some of the candidates serve as directors/ independent directors/ outside directors in companies that have securities listed on The Tal Aviv Stock Exchange, and are consequently required to pay various fees and commissions to the Company, in accordance with the pricelist of TASE, which constitutes a part of the TASE Rules that are approved pursuant to the provisions of the Securities Law. Considering the unique characteristics of such ties between those companies and the Company, which is required to act in accordance with the provisions of the TASE Rules, including the tariffs set therein, under the supervision of the Securities Authority, those ties do not constitute "business ties" within the meaning of this term in Section 240 of the Companies Law. i.e. ties that are maintained at the commercial discretion of the parties pursuant to negotiations between them, and therefore do not impede their qualification to serve as outside directors in the Company. This, above the fact that, in general, the monetary volume of such payments is negligible both to those companies and to the Company.
• g. It is further noted that, in accordance with Section 50B16 of the Securities Law, the appointment of each of the candidates as directors 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.
• h. Presented below is information on the candidates recommended by the Nominating Committee to serve as independent directors and Outside Directors, which is required in accordance with Regulation 26 of the Reports Regulations.

	Merav Ben Cnaan Heller
ID no., Date of birth, Citizenship	029641883
	September 19, 1972
	Israeli
Address for the service of process	#38 Shimon Ben Tzvi St., Givatayim
Member of Board of Directors' committees;	Director Recommended by the Nominating
independent director/ outside director as	Committee and Outside Director. Chairperson of
defined in the Companies Law - Yes/No;	the Audit Committee (including when acting as
	the Compensation Committee and as the
	Committee for the Review of the Financial
	Statements), member of the Risk Management
	Committee4
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of
an interested party therein - position or
positions held by the candidate as aforesaid
Date of commencement of office as director	December 9, 20165
in the Company
Education and occupation in the past 5	Education:
years, including the professions or areas for	B.A. in Accounting and Business
which the education was acquired, the	Administration, College of Management.
institution where education was acquired	Certified Public Accountant.
and the academic degree or diploma held by
the candidate, and details of the entities in	Occupation in the last 5 years:
which they serve as director	Director in several companies and economic
	financial consultant.
	Other corporations in which they serve as a
	director:
	The Tel-Aviv Stock Exchange Clearing House
	Ltd. (including the Audit Committee and the
	Risk Management Committee),

⁴ Ms. Heller has been serving as Chairperson of the Company's Audit Committee since 28.2.2024. Prior to said date, she served as Chairperson of the Company's Risk Management Committee.

⁵ See footnote 2.

	The MAOF Clearing House Ltd. (including the
	Audit Committee and the Risk Management
	Committee),
	Migdal Insurance Company Ltd.,
	Mei Givatayim Ltd.,
	MBC Financial Services (2017) Ltd.
To the best knowledge of the Company and	No
the other directors therein, is the candidate
related to another interested party in the
Company - Yes/No, specify details
Are they considered by the Company as a	Yes
director who possesses accounting and
financial expertise?6

	Aharon Aharon
ID no., Date of birth, Citizenship	052069796
	March 8, 1954
	Israeli
Address for the service of process	#29 Soutine St., Tel Aviv
Member of Board of Directors' committees;	Director Recommended by the Nominating
independent director/ outside director as defined	Committee and Outside Director. Member of the
in the Companies Law - Yes/No;	Audit Committee (including when acting as the
	Compensation Committee and as the Committee for
	the Review of the Financial Statements) and member
	of the Company's Risk Management Committee.
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of an
interested party therein - position or positions
held by the candidate as aforesaid
Date of commencement of office as director in	January 12, 2022
the Company Education and occupation in the past 5 years,	Education:
including the professions or areas for which the	B.Sc Computer Engineering, Technion - Israel
education was acquired, the institution where	Institute of Technology.
education was acquired and the academic degree	M.Sc Electrical Engineering, Technion - Israel
or diploma held by the candidate, and details of	Institute of Technology.
the entities in which they serve as director	Sciences teaching diploma, Technion - Israel Institute
	of Technology, Haifa.
	Occupation in the last 5 years:
	VP and CEO of Apple Israel Ltd. (until 2017); CEO
	of the Innovation Authority (formerly the Office of
	the Chief Scientist) (until 2021); currently - advisor
	to companies through C-Perto Ltd., a private
	company that he owns.
	CET (Center for Educational Technology) - member
	of the Board and member of the Finance Committee
	(non-profit).

⁶ In accordance with the definition of the term in the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Qualifications), 2005.

	Educating for Excellence society - member of the
	Board.
	Innovation Center at the Raphael Hospital - member
	of the Board.
	National R&D Council at the Ministry of Innovation,
	Science and Technology - committee member.
	Other corporations in which they serve as a
	director:
	The Tel-Aviv Stock Exchange Clearing House Ltd.
	(member of the Audit Committee and the Risk
	Management Committee),
	The MAOF Clearing House Ltd. (member of the
	Audit Committee and the Risk Management
	Committee),
	Innoviz Technologies Ltd. (traded on Nasdaq).
To the best knowledge of the Company and the	No
other directors therein, is the candidate related
to another interested party in the Company -
Yes/No, specify details
Are they considered by the Company as a	Yes
director who possesses accounting and financial
expertise?7

	Ronit Meiri Harel
ID no., Date of birth, Citizenship	022175897
	June 20, 1966
	Israeli
Address for the service of process	#1 Pesach Yifhar St., Herzliya
Member of Board of Directors' committees;	Candidate for the office of Director Recommended
independent director/ outside director as	by the Nominating Committee and Outside Director.
defined in the Companies Law - Yes/No;
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of
an interested party therein - position or
positions held by the candidate as aforesaid
Date of commencement of office as director	If appointed by the general meeting, her
in the Company	appointment will take effect on January 12, 2025,
	subject to the approval of the Israel Securities
	Authority.
Education and occupation in the past 5	Education:
years, including the professions or areas for	BA Economics, Tel Aviv University
which the education was acquired, the	MBA (Finance), Tel Aviv University.
institution where education was acquired	Directors' and Officers' Program - Reichman
and the academic degree or diploma held by	Interdisciplinary Center.
the candidate, and details of the entities in
which they serve as director	Occupation in the last 5 years:

⁷ See footnote 6.

	2016-2021: Executive management positions,
	including Strategy and Organizational
	Transformation Division Manager, Trading Rooms'
	Manager at Bank Hapoalim.
	2022 - to date: Strategic business consultant to
	organizations
	2023 - to date: Mentor at the Duvdevan Society -
	Duvdevan Unit
	Other corporations in which they serve as a
	director:
	4/2024 - to date: Harel Finance Mutual funds,
	outside director.
	5/2024 - to date: Ratio Financing, outside director.
	2021 - to date: Israel Experience, educational
	tourism, subsidiary of the Jewish Agency, director.
To the best knowledge of the Company and	No
the other directors therein, is the candidate
related to another interested party in the
Company - Yes/No, specify details
Are they considered by the Company as a	Depending on the appointment and classification by
director who possesses accounting and	the Board of Directors, if appointed
financial expertise?8

	Michal Drayman
ID no., Date of birth, Citizenship	02940960
	June 26, 1972
	Israeli
Address for the service of process	#11 Hamigdal St. Karkur
Member of Board of Directors' committees;	Candidate for the office of Director Recommended
independent director/ outside director as defined	by the Nominating Committee and Outside Director.
in the Companies Law - Yes/No;
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of an
interested party therein - position or positions
held by the candidate as aforesaid
Date of commencement of office as director in the	If appointed by the general meeting, her
Company	appointment will take effect on January 12, 2025,
	subject to the approval of her appointment by the
	Israel Securities Authority.
Education and occupation in the past 5 years,	Education:
including the professions or areas for which the	B.Sc in Accounting and Economics, Haifa
education was acquired, the institution where	University.
education was acquired and the academic degree	MBA (Bio-Medicine), College of Management.
or diploma held by the candidate, and details of	Leadership Program, 8400 The Health Network,
the entities in which they serve as director	Harvard University
	Occupation in the last 5 years:

⁸ See footnote 6.

	Director in public and private companies, 20 years of
	experience in high-tech investments, business,
	management and financial consulting and strategic
	guidance of growth programs and equity offerings.
	VP Finance and Business Development In addition,
	volunteers her services to capital raising efforts of
	Israeli start-ups, both as judge on screening
	committees of State-backed conferences and in
	entities that promote the exposure of local industry to
	foreign investors. Volunteers in the establishment of
	programs and activities that are designed to foster
	national economic development in the Gaza
	Envelope and in Northern Israel.
	January 1, 2014 - September 1, 2023 Partner in JVP
	VC, CFO for 5 years.
	Other corporations in which they serve as a
	director:
	June 15, 2022 to date: Perion Networks Ltd.
	April 27, 2023 to date: REE Automotive Ltd.
	October 30, 2024 to date: Meshek Energy -
	Renewable Energies Ltd.
	March 1, 2021 to date: Metzerplas Industries Ltd.
	November 1, 2021 to date: Able Tx.
To the best knowledge of the Company and the	No
other directors therein, is the candidate related
to another interested party in the Company -
Yes/No, specify details
Are they considered by the Company as a	Depending on the appointment and classification by
director who possesses accounting and financial expertise?9	the Board of Directors, if appointed

	Ronit Atad
ID no., Date of birth, Citizenship	025458589
	May 22, 1973
	Israeli and Polish
Address for the service of process	#15 Kol Moshe St., Tel Aviv
Member of Board of Directors' committees;	Candidate for the office of Director Recommended
independent director/ outside director as	by the Nominating Committee and Outside Director.
defined in the Companies Law - Yes/No;
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of
an interested party therein - position or
positions held by the candidate as aforesaid
Date of commencement of office as director	If appointed by the general meeting, her
in the Company	appointment will take effect on January 12,
	2025, subject to the approval of the Israel
	Securities Authority.

⁹ See footnote 6.

Education and occupation in the past 5	Education:
years, including the professions or areas for	B.Sc Industrial Engineering and Management,
which the education was acquired, the	Ben Gurion University of the Negev.
institution where education was acquired	M.Sc Industrial Engineering and Management,
and the academic degree or diploma held by	Ben Gurion University of the Negev.
the candidate, and details of the entities in
which they serve as director	Occupation in the last 5 years:
	May 2024 to date: CitrusX, advisor to the CEO.
	January 2024 to date - Awz Ventures, advisor to
	the Board of Directors on investments and
	corporate growth.
	January 2023 to date: Wiz, advisor to the CEO
	on complex agreements.
	August 2019 - January 2023: Microsoft
	(MSFT)
	CEO of Microsoft Israel.
	Other corporations in which they serve as a
	director:
	July 2024 to date: Siga Security
	December 2023 to date: Accelario
To the best knowledge of the Company and	No
the other directors therein, is the candidate

related to another interested party in the Company - Yes/No, specify details Are they considered by the Company as a director who possesses accounting and financial expertise?¹⁰ Depending on the appointment and classification by the Board of Directors, if appointed

	Michal Arlosoroff
ID no., Date of birth, Citizenship	055458921
	August 22, 1958
	Israeli and Portuguese
Address for the service of process	#15 Bat Sheva St., Herzliya
Member of Board of Directors' committees;	Candidate for the office of Director Recommended
independent director/ outside director as defined	by the Nominating Committee and Outside Director.
in the Companies Law - Yes/No;
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of an
interested party therein - position or positions
held by the candidate as aforesaid
Date of commencement of office as director in	If appointed by the general meeting, her
the Company	appointment will take effect on January 12, 2025,
	subject to the approval of the Israel Securities
	Authority.
Education and occupation in the past 5 years,	Education:
including the professions or areas for which the

¹⁰ See footnote 6.

education was acquired, the institution where	BA, Political Science and Labor Studies, Tel Aviv
education was acquired and the academic degree	University.
or diploma held by the candidate, and details of	LLB, Tel Aviv University.
the entities in which they serve as director	Business Administration, Advanced Management
	Program, Harvard University
	Reading Financial Statements, Executive Program,
	Tel Aviv University
	Occupation in the last 5 years:
	2017-2022: EVP, member of management, Head
	Legal Counsel, Company Secretary, Corporate
	Communication Officer and Sustainability Officer at
	Adama Agricultural Solutions Ltd. and Adama Ltd.,
	in Israel and China.
	Lectures and prepares ESG reports;
	Guides and trains women who are 8200 graduates
	and legal counsels as part of various organizations;
	Provides legal aid and support to survivors of the
	October 7 events.
	ESG 2023 to date: member of the Steering
	Committee of the Arison School of Business at
	Reichman University.
	Other corporations in which they serve as a
	director:
	2018 to date: Holmes Place Ltd.
	2023 to date: Shufersal Ltd.
	2020 to date: GenCell Ltd.
To the best knowledge of the Company and the	No
other directors therein, is the candidate related
to another interested party in the Company -
Yes/No, specify details
Are they considered by the Company as a	Depending on the appointment and classification by
director who possesses accounting and financial	the Board of Directors, if appointed
expertise?11

	Moshe Wolf
ID no., Date of birth, Citizenship	054170899
	December 13, 1957
	Israeli
Address for the service of process	#18 Nathan (Elbaz) St., Hadar Ganim, Petach
	Tikva
Member of Board of Directors' committees;	Candidate for the position of Director Recommended
independent director/ outside director as	by the Nominating Committee and Outside Director.
defined in the Companies Law - Yes/No;

¹¹ See footnote 6.

Employee of the Company, of a subsidiary thereof, of a related company thereof or of an interested party therein - position or positions held by the candidate as aforesaid	No
Date of commencement of office as director in the Company	If appointed by the general meeting, his appointment will take effect on January 12, 2025, subject to the approval of the Israel Securities Authority.
Education and occupation in the past 5 years, including the professions or areas for which the education was acquired, the institution where education was acquired and the academic degree or diploma held by the candidate, and details of the entities in which they serve as director	Education: BA Mathematics Extended Program, Summa Cum Laude, Bar Ilan University. MA Mathematics with thesis, Magna Cum laude, Bar Ilan University. EMBA Certified, Business Administration - Strategic Management, Hebrew University of Jerusalem.
	Occupation in the last 5 years: 2/2014 to 6/2021: CEO of Automated Banking Services Ltd., national debit cards payment system and ATMs. Bank of Israel - Supervision of Payment Systems. Israel Securities Authority, Competition Authority. 2/2014 - 6/2021: CEO of Masav (national money transfer payments system). 5/2022 to date: Management member and CIO at esh Bank Israel. 10/2021 to date: Owner and CEO of Moshe Wolf Technologies Ltd., technology, cyber and fintech consulting. Other corporations in which they serve as a director: Moshe Wolf Technologies Ltd.
To the best knowledge of the Company and the other directors therein, is the candidate related to another interested party in the Company - Yes/No, specify details	No
Are they considered by the Company as a director who possesses accounting and financial expertise?12	Depending on the appointment and classification by the Board of Directors, if appointed

	Boaz Schwartz
ID no., Date of birth, Citizenship	057324535,
	October 8, 1961

¹² See footnote 6.

	Israeli and Austrian
Address for the service of process	#35 Wingate St., Herzliya
Member of Board of Directors' committees;	Candidate for the position of Director
independent director/ outside director as	Recommended by the Nominating Committee
defined in the Companies Law - Yes/No;	and Outside Director.
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of
an interested party therein - position or
positions held by the candidate as aforesaid
Date of commencement of office as director	If appointed by the general meeting, his
in the Company	appointment will take effect on January 12,
	2025, subject to the approval of the Israel
	Securities Authority.
Education and occupation in the past 5	B.Sc and M.Sc Electrical and Electronics
years, including the professions or areas for	Engineering, Tel Aviv University.
which the education was acquired, the	MBA in Finance, Wharton School of University
institution where education was acquired	of Pennsylvania
and the academic degree or diploma held by	Ph.D in Finance, University of Chicago
the candidate, and details of the entities in
which they serve as director	Occupation in the last 5 years:
	August 2023 to date: Senior consultant at
	Vitruvian Partners.
	1999 - 2000: CEO of Deutsche Bank.
	Deutsche Securities Israel, CEO.
	Deutsche Global Markets, CEO.
	Also serves as a director in the following
	entities:
	2022 to date: Arbe Robotics Ltd.
	2021 to date: Protalix Ltd.
	2021 to date: Covercy Ltd.
	2021 to date: Addionics Ltd. (observer at the
	Board of Directors).
	2003 to date: Zabar Solar Ltd.
	2014 to date: Reichman University.
To the best knowledge of the Company and the other directors therein, is the candidate	No
related to another interested party in the
Company - Yes/No, specify details
Are they considered by the Company as a	Depending on the appointment and classification by
director who possesses accounting and	the Board of Directors, if appointed
financial expertise?13

Presented below is the wording of the proposed resolutions:

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

¹³ See footnote 6.

Outside Director - Ms. Merav Ben Cnaan Heller

Wording of the proposed resolution - To appoint Ms. Merav Ben Cnaan Heller as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a final service period. The new service period of Ms. Ben Cnaan Heller will commence on February 28, 2025 and end on December 8, 2025.

1.2 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Mr. Aharon Aharon

Wording of the proposed resolution - To appoint Mr. Aharon Aharon as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a second service period. The new service period of Mr. Aharon will commence on January 12, 2025 and end on January 11, 2028.

1.3 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Ronit Meiri Harel

Wording of the proposed resolution - To appoint Ms. Ronit Meiri Harel as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. Ms. Meiri Harel's service period will commence on January 12, 2025 and end on January 11, 2028.

1.4 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Michal Drayman

Wording of the proposed resolution - To appoint Ms. Michal Drayman as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. The service period of Ms. Drayman will commence on January 12, 2025 and end on January 11, 2028.

1.5 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Ronit Atad

Wording of the proposed resolution - To appoint Ms. Ronit Atad as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. The service period of Ms. Atad will commence on January 12, 2025 and end on January 11, 2028.

1.6 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Michal Arlosoroff

Wording of the proposed resolution - To appoint Ms. Michal Arlosoroff as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. The service period of Ms. Arlosoroff will commence on January 12, 2025 and end on January 11, 2028.

1.7 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Mr. Moshe Wolf

Wording of the proposed resolution - To appoint Mr. Moshe Wolf as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a first service period. The service period of Mr. Wolf will commence on January 12, 2025 and end on January 11, 2028.

1.8 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Mr. Boaz Schwartz

Wording of the proposed resolution - To appoint Mr. Boaz Schwartz as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a first service period. The service period of Mr. Schwartz will commence on January 12, 2025 and end on January 11, 2028.

For information on the terms of service of the candidates who would be appointed as Directors Recommended by the Nominating Committee and Outside Directors, see section 3 below.

All of the candidates listed above have delivered a declaration to the Company in accordance with Section 241 of the Companies Law, 1999. A copy of the candidates' declaration, including the accompanying documents and certificates, is attached as Appendix A to this report.

The voting on the appointment of the directors will be carried out separately for each nominee or director, as appropriate.

2. Appointment of auditors

Background

• 2.1 The firm of Deloitte Brightman Almagor (hereafter: "Deloitte") has served as the auditor of the TASE Group for the past 24 years, and, on September 11, 2024, Deloitte was appointed as auditor of the TASE Group for an additional term until the date of approval of the 2024 annual report.
• 2.2 In October 2021, the Israel Securities Authority published Proposed Best Practices for Directors Promoting Quality Audit of the Financial Statements (hereafter: "Best Practices")¹⁴. The Best Practices

¹⁴ Best Practices: https://www.new.isa.gov.il/nav-index/supervised-corporations/101b-Corporate-governance-andcompensation-policy

determine, inter alia, that an entity should initiate every several years (as shall be determined in policy by the Audit Committee), a process for discussing the need to replace the auditors, including the consideration of other candidates.

In accordance with the aforesaid and with the Audit Committee's work procedure, as updated in conformity with the Proposed Best Practices, the Audit Committee is required to examine every 5 years the need to replace the Company's auditors. Accordingly, on July 17, 2024, the Audit Committee discussed the need to replace the Company's auditors. Further to said discussion, considering the long term of service of the Deloitte firm as auditors of the Company, the Audit Committee decided to initiate a formal procedure for the selection of auditors for TASE, in which Deloitte may also be a contender. The Board of Directors of the Company was informed of the Audit Committee's aforesaid resolution from July 17, 2024 at the Board of Directors' meeting held on July 18, 2024.

• 2.3 As prescribed in the Proposed Best Practices, the Audit Committee of a company plays a key role in monitoring the activity of the company, and the Committee for the Review of the Financial Statements ("Balance Sheet Committee") plays a key role in the approval of the financial statements. Accordingly, in accordance with the Proposed Best Practices, it is appropriate that the Audit Committee, being an independent committee, will be entrusted with formulating the recommendation regarding the appointment of auditors that would be presented to the Board of Directors. It should be noted that, the Audit Committee at TASE also serves as a Balance Sheet Committee.
• 2.4 At the meeting of the Audit Committee held on August 28, 2024, it was decided to hold a formal procedure for the selection of auditors for the Company, from among the four leading global accounting firms operating in Israel (including Deloitte), with the guidance of the CFO and the Company's internal gatekeepers, based on threshold criteria and review parameters that have been determined by the Audit Committee, as detailed below.
• 2.5 On September 30, 2024, the Audit Committee held interviews with representatives of all the four major candidate accounting firms, including Deloitte. Prior to the interviews, the firms sent in presentations and background materials.
• 2.6 On October 15, 2024, another discussion was held at the Audit Committee in relation to the four candidate firms, based on the threshold criteria and review parameters determined by the Audit Committee, as detailed below. Further to the aforesaid, the Audit Committee decided to continue the discussion and formulate a recommendation on the matter at the meeting of the Audit Committee scheduled for October 29, 2024.
• 2.7 On October 29, 2024, the Audit Committee conducted a follow-up discussion, which focused on the advantages and disadvantages of the candidate accounting firms, and included an interview of the Committee members with a representative of Deloitte. At the conclusion of this meeting, it has been decided to recommend to the Board of Directors to convene a general meeting, the agenda of which includes the appointment of the KPMG accounting firm as auditors of TASE, for a period that will

commence shortly after the date of approval of the financial statements of TASE for 2024 (which are expected to be published in March 2025, and which will be audited by the current auditors of the Company), and end on the date of approval of the financial statements of TASE for 2025.

• 2.8 In view of the Audit Committee's decision, and although the representatives of Deloitte have expressed their position to the Audit Committee prior to reaching the decision, as above, the Deloitte firm was approached, to allow it to present its position to the Audit Committee, in accordance with the provisions of Section 162(B) of the Companies Law, and before the Audit Committee submits its recommendation to the Board of Directors as a final decision.
• 2.9 On November 6, 2024, the Deloitte firm notified the Company that they waive their appearance before the Audit Committee.

Presented below are the principals of the reasonings and considerations of the Audit Committee for said recommendation:

• 1) The decision to recommend to the general meeting the appointment of the KPMG firm as auditors of TASE is based on a formal procedure conducted by the Audit Committee in accordance with the provisions of the law and in conformity with the Proposed Best Practices, after being presented with several alternative leading global accounting firms that operate in Israel, as detailed below.
• 2) The selection process and the formulation of the recommendation to the general meeting on the selection of auditors for TASE was executed and approved by the Audit Committee in accordance with a plan determined and approved in advance by the Audit Committee, which included a selection process involving the review of several candidates for the position of auditors of the Company, as detailed below, in accordance with the provisions of the law and the Proposed Best Practices, while accommodating the nature of TASE's operations, as described in section 4 below.
• 3) The Audit Committee determined that, considering the scope and complexity of TASE's operations as a public company, and as the sole stock exchange in Israel, the auditors of the Company must be one of the four leading global accounting firms operating in Israel. Accordingly, those firms were approached (including Deloitte, which has been serving as the auditors of TASE for 24 years), which, to the best of the Company's knowledge, are qualified to serve as auditors for the Company and meet the provisions of the Auditors' Regulations (Conflict of Interests and Infringement of Independence as a result of Other Occupations), 2008 (hereafter: "the Independence Regulations"), and invited their representatives to a meeting with the Audit Committee to obtain a grasp of their professional experience and capabilities and of their qualification for the position and related independence.
• 4) After considering various parameters, including: the firm's capital market experience with stock exchanges/clearing houses, with emphasis on the audit partners' experience with exchanges around the world, the firm's experience with clearing houses or with companies that provide clearing services; the firm's experience in auditing financial institutions active on the capital market, the

ability of the firm to address significant issues, such as significant estimates or actuarial assessments, as well as the audit risks that have been identified by the auditors, examination of the firm's aptitude for the nature of the audit at TASE, its expertise and its ability to address those risks and similar risks, as well as the ability of the firm to provide a professional blanket for the TASE Staff, including alignment with international benchmarks, the firm's use of advanced IT systems and digital tools in the audit work, as well as compliance with qualification criteria (including pursuant to the Independence Regulations) - the Audit Committee found that KPMG, one of the largest accounting firms in Israel, which is highly experienced and well-reputed, is the most suitable candidate for the position of the auditor of TASE, and possesses, inter alia, superior knowhow, experience, capability and qualifications to perform top-tier quality and professional audit procedures and provide an added value to TASE in various areas.

• 5) It should further be noted that, in recent years, KPMG has provided various consulting services to the Company in relation to internal control over proper disclosure in the financial statements, taxation and ESG, as well as in the performance of risk surveys. Subject to obtaining the approval of the general meeting, and upon the commencement of its service as auditor of the Company, the firm will cease to provide services to the Company in relation to control over the proper disclosure in the financial statements.
• 6) The Audit Committee is of the opinion that its recommendation to appoint KPMG as the auditor of TASE is appropriate and reasonable, and that its advantages outweigh the challenges of the transition from Deloitte. In this context, it should be noted that the recommendation to replace Deloitte involves no professional contention with Deloitte (as also expressed in the Audit Committee's meeting with the representative of Deloitte on October 29, 2024). In addition, the Audit Committee is of the opinion that the recommendation with ensure the continued appropriateness of the Company's control and audit procedures and the continued independence of the Company's auditors.
• 7) The Audit Committee has also considered the fees proposed by KPMG for the audit of the financial statements of the TASE Group, the audit and expression of opinion on the internal control, the review of quarterly financial statements and the audit of tax returns, and found the fees appropriate for the fulfillment of the position and reasonable and customary for the nature of the Company and the scope of its operations as above, and accounting both for the fees that are currently paid to the existing auditors and for other proposals received from the other candidates in the process (arm's length), and also found the anticipated scope of work of the new auditor to be reasonable, customary and appropriate for the performance of an appropriate audit.
• 9) Deloitte will continue to serve as auditor of the Company and complete the audit of the Company's annual financial statements for 2024, and KPMG will take over the auditor's position, subject to the approval of the general meeting of the Company's shareholders, in the period that will

commence shortly after the date of approval of the annual report of the Company for 2024 and end on the date of approval of the Company's annual report for 2025.

2.10 On November 20, 2024, in accordance with the aforesaid recommendation of the Audit Committee, the Board of Directors of the Company decided to convene a general meeting, the agenda of which includes, inter alia, the appointment of the KPMG accounting firm as auditor of TASE, for a period that will commence shortly after the date of approval of the annual financial statements of the Company for 2024 and end on the date of approval of the Company's annual report for 2025.

Wording of the proposed resolution:

To appoint the KPMG accounting firm as the auditor of TASE, for a period that will commence shortly after the approval of TASE's financial statements for 2024 and end on the date of approval of TASE's financial statements for 2025.

3. Additional information on Topic 1 on the agenda:

Terms of Office of the Candidate Directors

The candidates who will be selected by the general meeting to serve as Director Recommended by the Nominating Committee and Outside Directors, and approved by the Israel Securities Authority (hereafter collectively: "the Selected Candidates"), shall be entitled to annual remuneration and participation fees at amounts equal to 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), this in accordance with the resolution of the Company's Board of Directors from November 22, 2021 and as set forth in the periodic report as of December 31, 2023 (reference no.: 2024-01- 019876).

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, should any of the candidates be appointed as directors at the TASE Clearing Houses, they shall be entitled to the aforesaid participation fees for their participation in meetings of the TASE Clearing Houses' boards of directors and their committees.

In addition, each of the Selected Candidates, excluding Ms. Merav Ben Cnaan Heller and Mr. Aharon Aharon, existing directors, who had been granted equity compensation on August 15, 2023, as described in the report dated August 15, 2023 (reference no.: 2023-01-076096), shall be entitled to warrants that are exercisable into shares of the Company, subject to and in accordance with the principles approved by the general meeting of TASE with regard to a framework for the grant of equity compensation to directors in the Company, including the provisions of the current Compensation Policy of the Company and the Remuneration Regulations, all as set forth in the meeting convening report dated December 6, 2021 (reference no.: 2021-01-106756) and in the 2023 periodic report.

In addition, each of the candidates who would be appointed shall be entitled to receive a letter of indemnity and a letter of exemption from liability; as well as to be included in the officers' liability insurance policy. For details regarding the remuneration and the exemption, indemnification and insurance arrangements that are customary in the Company, see Regulation 29A in the "Additional Information on the Company" chapter that is included in the 2023 periodic report, as well as the supplement to the Description of the Company's Business report as of June 30, 2024 (reference no.: 2024-01-080406). The information that is provided in the 2023 periodic report and in the supplement to the Description of the Company's Business report as of June 30, 2024 is included herein by way of reference.

It should be noted that the aforementioned terms of office of the candidates who would be appointed are in accordance with the provisions of the Company's Officers' Compensation Policy for the years 2023-2025. For additional information on the aforesaid Compensation Policy, see the meeting convening reports dated December 6, 2022 and May 23, 2023, (reference nos.: 2022-01-117525 and 2023-01- 055275). The information that is provided in said report is included herein by way of reference.

4. Majority Required for Approval of the Resolutions

• 4.1 The majority required for the approval of the resolutions described in sections 1.1 to 1.8 above (appointment of directors) is a simple majority of the total votes of the shareholders present at the General Meeting that are entitled to vote and that voted thereat, without taking into account abstainee votes, provided that one of the following is fulfilled:
  • 4.1.1 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 Company¹⁵ 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.

¹⁵ 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.

• 4.1.2 The total opposing votes among the shareholders referred to in section 2.3.1 above does not exceed two (2%) percent of the total voting rights in the Company.
• 4.2 In addition, in the event that the number of candidates that attain the required majority, as described in section 4.1.1 above, exceeds four, the provisions of Article 107 of the Company's Articles of Association shall apply, to the effect that the four candidates that received the most votes at the General Meeting would be elected. If two or more candidates have received the same number of votes, the candidate for an additional term in office (hereafter: "Serving Director") will be deemed as having attained the most votes, and in the event that an identical number of votes is attained by several candidates who are Serving Directors, the Serving Director that has served the longest period in the Company shall be deemed to have been awarded the highest number of votes at the general meeting. If a decision cannot be reached based on the precedence criteria listed above, the candidates shall cast lots.
• 4.3 The majority required to pass the resolution that is set forth in section 2 above (appointment of auditors) is a simple majority of all the votes of the shareholders present at the meeting, that are entitled to vote and that voted thereat, without taking abstentions into account.

5. 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

• 5.1 The meeting will convene on Thursday, December 26, 2024, at 13:00 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, January 2, 2025, in the same location and at the same time. The record date for the entitlement of the shareholders to vote at the meeting, as set out in Section 182 of the Companies Law, is Thursday, November 28, 2024 (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 below (hereafter: "Voting Ballot").
• 5.2 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.
• 5.3 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.
• 5.4 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.

• 5.5 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.
• 5.6 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, are to be delivered to the Company's offices up to 4 hours prior to the time of convening of 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.
• 5.7 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.
• 5.8 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.
• 5.9 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.
• 5.10 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.

• 5.11 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.
• 5.12 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.
• 5.13 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 Israel 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/.
• 5.14 A TASE 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 TASE member, unless the shareholder has notified the TASE 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.
• 5.15 A shareholder whose shares are registered with a TASE member is entitled to receive the certificate of title from the TASE member through whom he holds his shares, at the branch of the TASE 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.
• 5.16 The final date for the submission of position papers to the Company is up to 10 days after the Record Date.

6. Adding a topic to the agenda

Following the publication of this immediate report, 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 can be viewed in the Company's reports 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 the convening of 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.

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

Adv. Livnat Ein-Shay Wilder, #2 Ahuzat Bayit St., Tel Aviv, tel: 972-76-8160571, fax: 972-76-8160331.

8. Perusal of documents

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

Yours sincerely,

Livnat Ein-Shay Wilder, Adv., Legal Counsel and Company Secretary The Tel-Aviv Stock Exchange Ltd.

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

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

Part One

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

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

Annual general meeting, Thursday, December 26, 2024, at 13:00, at the offices of the Company on #2 Ahuzat Bayit St., Tel Aviv,

11th Floor, 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, January 2, 2025, at the same place and at the same time.

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

3.1 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Merav Ben Cnaan Heller

Wording of the proposed resolution - To appoint Ms. Merav Ben Cnaan Heller as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a final service period. The new service period of Ms. Ben Cnaan Heller will commence on February 28, 2025 and end on December 8, 2025.

3.2 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Mr. Aharon Aharon

Wording of the proposed resolution - To appoint Mr. Aharon Aharon as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a second service period. The new service period of Mr. Aharon will commence on January 12, 2025 and end on January 11, 2028.

3.3 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Ronit Meiri Harel

Wording of the proposed resolution - To appoint Ms. Ronit Meiri Harel as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. Ms. Meiri Harel's service period will commence on January 12, 2025 and end on January 11, 2028.

3.4 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Michal Drayman

Wording of the proposed resolution - To appoint Ms. Michal Drayman as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. The service period of Ms. Drayman will commence on January 12, 2025 and end on January 11, 2028.

3.5 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Ronit Atad

Wording of the proposed resolution - To appoint Ms. Ronit Atad as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. The service period of Ms. Atad will commence on January 12, 2025 and end on January 11, 2028.

3.6 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Ms. Michal Arlosoroff

Wording of the proposed resolution - To appoint Ms. Michal Arlosoroff as an independent Director Recommended by the Nominating Committee and Outside Director in the Company for a first service period. The service period of Ms. Arlosoroff will commence on January 12, 2025 and end on January 11, 2028.

3.7 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Mr. Moshe Wolf

Wording of the proposed resolution - To appoint Mr. Moshe Wolf as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a first service period. The service period of Mr. Wolf will commence on January 12, 2025 and end on January 11, 2028.

3.8 Appointment of an Independent Director Recommended by the Nominating Committee and Outside Director - Mr. Boaz Schwartz

Wording of the proposed resolution - To appoint Mr. Boaz Schwartz as an independent Director Recommended by the Nominating Committee and Outside Director in the Company, for a first service period. The service period of Mr. Schwartz will commence on January 12, 2025 and end on January 11, 2028.

3.9 Appointment of auditors

Wording of the proposed resolution - To appoint the KPMG accounting firm as the auditor of TASE, for a period that will commence shortly after the date of approval of TASE's financial statements for 2024 and end on the date of approval of TASE's financial statements for 2025. For details, see section 2 of the general meeting convening report, to which this voting ballot is an appendix.

4. Summary of relevant facts for topics 3.1-3.8 above

Presented below is the information on each of the candidates, as required under Regulation 26 of the Reports Regulations (hereafter: "Regulation 26"):

	Merav Ben Cnaan Heller
ID no., Date of birth, Citizenship	029641883
	September 19, 1972
	Israeli
Address for the service of process	#38 Shimon Ben Tzvi St., Givatayim
Member of Board of Directors'	Independent Director Recommended by the
committees; independent director/ outside	Nominating Committee and Outside
director as defined in the Companies Law	Director. Chairperson of the Audit
- Yes/No;	Committee (including when acting as the
	Compensation Committee and as the
	Committee for the Review of the Financial
	Statements), member of the Risk
	Management Committee1
Employee of the Company, of a	No
subsidiary thereof, of a related company
thereof or of an interested party therein -
position or positions held by the
candidate as aforesaid
Date of commencement of office as	December 9, 20162
director in the Company
Education and occupation in the past 5	Education:
years, including the professions or areas	B.A. in Accounting and Business
for which the education was acquired, the	Administration, College of Management.
institution where education was acquired	Certified Public Accountant.
and the academic degree or diploma held
by the candidate, and details of the	Occupation in the last 5 years:
entities in which they serve as director	Director in several companies and economic
	financial consultant.
	Other corporations in which they serve as
	a director: The Tel-Aviv Stock Exchange Clearing
	House Ltd. (including the Audit Committee
	and the Risk Management Committee), The MAOF Clearing House Ltd. (including
	the Audit Committee and the Risk
	Management Committee),
	Migdal Insurance Company Ltd.,
	Mei Givatayim Ltd.,
	MBC Financial Services (2017) Ltd.

¹ Ms. Heller has been serving as Chairperson of the Company's Audit Committee since 28.2.2024. Prior to said date, she served as Chairperson of the Company's Risk Management Committee.

² See footnote 2.

To the best knowledge of the Company and the other directors therein, is the candidate related to another interested party in the Company - Yes/No, specify details	No
Are they considered by the Company as a director who possesses accounting and financial expertise?3	Yes

	Aharon Aharon
ID no., Date of birth, Citizenship	052069796
	March 8, 1954
	Israeli
Address for the service of process	#29 Soutine St., Tel Aviv
Member of Board of Directors' committees;	Independent Director Recommended by the
independent director/ outside director as	Nominating Committee and Outside Director.
defined in the Companies Law - Yes/No;	Member of the Audit Committee (including when
	acting as the Compensation Committee and as the
	Committee for the Review of the Financial
	Statements) and member of the Company's Risk
	Management Committee.
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of an
interested party therein - position or positions
held by the candidate as aforesaid
Date of commencement of office as director in	January 12, 2022
the Company
Education and occupation in the past 5 years,	Education:
including the professions or areas for which	B.Sc Computer Engineering, Technion - Israel
the education was acquired, the institution	Institute of Technology.
where education was acquired and the	M.Sc Electrical Engineering, Technion - Israel
academic degree or diploma held by the	Institute of Technology.
candidate, and details of the entities in which	Sciences teaching diploma, Technion - Israel
they serve as director	Institute of Technology, Haifa.
	Occupation in the last 5 years: VP and CEO of Apple Israel Ltd. (until 2017);
	CEO of the Innovation Authority (formerly the
	Office of the Chief Scientist) (until 2021);
	currently - advisor to companies through C-Perto
	Ltd., a private company that he owns.
	CET (Center for Educational Technology) -
	member of the Board and member of the Finance
	Committee (non-profit).
	Educating for Excellence society - member of the
	Board.
	Innovation Center at the Raphael Hospital -
	member of the Board.

³ In accordance with the definition of the term in the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Qualifications), 2005.

	National R&D Council at the Ministry of
	Innovation, Science and Technology - commitee
	member.
	Other corporations in which they serve as a
	director:
	The Tel-Aviv Stock Exchange Clearing House
	Ltd. (member of the Audit Committee and the
	Risk Management Committee),
	The MAOF Clearing House Ltd. (member of the
	Audit Committee and the Risk Management
	Committee),
	Innoviz Technologies Ltd. (traded on Nasdaq).
To the best knowledge of the Company and	No
the other directors therein, is the candidate
related to another interested party in the
Company - Yes/No, specify details
Are they considered by the Company as a	Yes
director who possesses accounting and
financial expertise?4

	Ronit Meiri Harel
ID no., Date of birth, Citizenship	022175897
	June 20, 1966
	Israeli
Address for the service of process	#1 Pesach Yifhar St., Herzliya
Member of Board of Directors'	Candidate for the office of Independent Director
committees; independent director/ outside	Recommended by the Nominating Committee
director as defined in the Companies Law	and Outside Director.
- Yes/No;
Employee of the Company, of a	No
subsidiary thereof, of a related company
thereof or of an interested party therein -
position or positions held by the candidate
as aforesaid
Date of commencement of office as	If appointed by the general meeting, her
director in the Company	appointment will take effect on January 12,
	2025, subject to the approval of the Israel
	Securities Authority.
Education and occupation in the past 5	Education:
years, including the professions or areas	BA Economics, Tel Aviv University
for which the education was acquired, the	MBA (Finance), Tel Aviv University.
institution where education was acquired	Directors' and Officers' Program - Reichman
and the academic degree or diploma held	Interdisciplinary Center.
by the candidate, and details of the
entities in which they serve as director	Occupation in the last 5 years:
	2016-2021: Executive management positions,
	including Strategy and Organizational
	Transformation Division Manager, Trading
	Rooms' Manager at Bank Hapoalim.

	2022 - to date: Strategic business consultant to organizations 2023 - to date: Mentor at the Duvdevan Society - Duvdevan Unit
	Other corporations in which they serve as a director: 4/2024 - to date: Harel Finance Mutual funds, outside director. 5/2024 - to date: Ratio Financing, outside director. 2021 - to date: Israel Experience, educational tourism, subsidiary of the Jewish Agency, director.
To the best knowledge of the Company and the other directors therein, is the candidate related to another interested party in the Company - Yes/No, specify details	No
Are they considered by the Company as a director who possesses accounting and financial expertise?5	Depending on the appointment and classification by the Board of Directors, if appointed

	Michal Drayman
ID no., Date of birth, Citizenship	02940960
	June 26, 1972
	Israeli
Address for the service of process	#11 Hamigdal St. Karkur
Member of Board of Directors' committees;	Candidate for the office of Independent Director
independent director/ outside director as	Recommended by the Nominating Committee
defined in the Companies Law - Yes/No;	and Outside Director.
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of an
interested party therein - position or positions
held by the candidate as aforesaid
Date of commencement of office as director in	If appointed by the general meeting, her
the Company	appointment will take effect on January 12,
	2025, subject to the approval of her appointment
	by the Israel Securities Authority.
Education and occupation in the past 5 years,	Education:
including the professions or areas for which	B.Sc in Accounting and Economics, Haifa
the education was acquired, the institution	University.
where education was acquired and the	MBA (Bio-Medicine), College of Management.
academic degree or diploma held by the	Leadership Program, 8400 The Health Network,
candidate, and details of the entities in which	Harvard University
they serve as director
	Occupation in the last 5 years:
	Director in public and private companies, 20
	years of experience in high-tech investments,
	business, management and financial consulting

⁵ See footnote 6.

	and strategic guidance of growth programs and
	equity offerings. VP Finance and Business
	Development In addition, volunteers her
	services to capital raising efforts of Israeli start
	ups, both as judge on screening committees of
	State-backed conferences and in entities that
	promote the exposure of local industry to
	foreign investors. Volunteers in the
	establishment of programs and activities that are
	designed to foster national economic
	development in the Gaza Envelope and in
	Northern Israel.
	January 1, 2014 - September 1, 2023 Partner in
	JVP VC, CFO for 5 years.
	Other corporations in which they serve as a
	director:
	June 15, 2022 to date: Perion Networks Ltd.
	April 27, 2023 to date: REE Automotive Ltd. October 30, 2024 to date: Meshek Energy -
	Renewable Energies Ltd.
	March 1, 2021 to date: Metzerplas Industries Ltd.
	November 1, 2021 to date: Able Tx.
To the best knowledge of the Company and	No
the other directors therein, is the candidate
related to another interested party in the
Company - Yes/No, specify details
Are they considered by the Company as a	Depending on the appointment and
director who possesses accounting and financial expertise?6	classification by the Board of Directors, if appointed

	Ronit Atad
ID no., Date of birth, Citizenship	025458589
	May 22, 1973
	Israeli and Polish
Address for the service of process	#15 Kol Moshe St., Tel Aviv
Member of Board of Directors'	Candidate for the office of Independent Director
committees; independent director/ outside	Recommended by the Nominating Committee
director as defined in the Companies Law	and Outside Director.
- Yes/No;
Employee of the Company, of a	No
subsidiary thereof, of a related company
thereof or of an interested party therein -
position or positions held by the candidate
as aforesaid
Date of commencement of office as	If appointed by the general meeting, her
director in the Company	appointment will take effect on January 12,
	2025, subject to the approval of the Israel
	Securities Authority.

⁶ See footnote 6.

Education and occupation in the past 5	Education:
years, including the professions or areas	B.Sc Industrial Engineering and
for which the education was acquired, the	Management, Ben Gurion University of the
institution where education was acquired	Negev.
and the academic degree or diploma held	M.Sc Industrial Engineering and
by the candidate, and details of the	Management, Ben Gurion University of the
entities in which they serve as director	Negev.
	Occupation in the last 5 years:
	May 2024 to date: CitrusX, advisor to the
	CEO.
	January 2024 to date - Awz Ventures,
	advisor to the Board of Directors on
	investments and corporate growth.
	January 2023 to date: Wiz, advisor to the
	CEO on complex agreements.
	August 2019 - January 2023: Microsoft
	(MSFT)
	CEO of Microsoft Israel.
	Other corporations in which they serve as a
	director:
	July 2024 to date: Siga Security
	December 2023 to date: Accelario
To the best knowledge of the Company	No
and the other directors therein, is the
candidate related to another interested
party in the Company - Yes/No, specify
details
Are they considered by the Company as a	Depending on the appointment and
director who possesses accounting and	classification by the Board of Directors, if
financial expertise?7	appointed

	Michal Arlosoroff
ID no., Date of birth, Citizenship	055458921
	August 22, 1958
	Israeli and Portuguese
Address for the service of process	#15 Bat Sheva St., Herzliya
Member of Board of Directors' committees;	Candidate for the office of Independent Director
independent director/ outside director as	Recommended by the Nominating Committee
defined in the Companies Law - Yes/No;	and Outside Director.
Employee of the Company, of a subsidiary	No
thereof, of a related company thereof or of an
interested party therein - position or positions
held by the candidate as aforesaid
Date of commencement of office as director in	If appointed by the general meeting, her
the Company	appointment will take effect on January 12,

⁷ See footnote 6.

	2025, subject to the approval of the Israel
	Securities Authority.
Education and occupation in the past 5 years,	Education:
including the professions or areas for which	BA, Political Science and Labor Studies, Tel
the education was acquired, the institution	Aviv Univerity.
where education was acquired and the	LLB, Tel Aviv University.
academic degree or diploma held by the	Business Administration, Advanced
candidate, and details of the entities in which	Management Program, Harvard University
they serve as director	Reading Financial Statements, Executive
	Program, Tel Aviv University
	Occupation in the last 5 years: 2017-2022: EVP, member of management, Head Legal Counsel, Company Secretary, Corporate Communication Officer and Sustainability Officer at Adama Agricultural Solutions Ltd. and Adama Ltd., in Israel and China. Lectures and prepares ESG reports; Guides and trains women who are 8200 graduates and legal counsels as part of various organizations; Provides legal aid and support to survivors of the October 7 events. 2023 to date: member of the ESG Steering Committee of the Arison School of Business at Reichman University.
	Other corporations in which they serve as a director:
	2018 to date: Holmes Place Ltd.
	2023 to date: Shufersal Ltd.
	2020 to date: GenCell Ltd.
To the best knowledge of the Company and	No
the other directors therein, is the candidate
related to another interested party in the
Company - Yes/No, specify details
Are they considered by the Company as a	Depending on the appointment and classification
director who possesses accounting and	by the Board of Directors, if appointed
financial expertise?8

	Moshe Wolf
ID no., Date of birth, Citizenship	054170899
	December 13, 1957
	Israeli
Address for the service of process	#18 Nathan (Elbaz) St., Hadar Ganim,
	Petach Tikva
Member of Board of Directors'	Candidate for the office of Independent Director
committees; independent director/ outside	Recommended by the Nominating Committee
director as defined in the Companies Law	and Outside Director.
- Yes/No;

⁸ See footnote 6.

Employee of the Company, of a	No
subsidiary thereof, of a related company
thereof or of an interested party therein -
position or positions held by the candidate
as aforesaid
Date of commencement of office as	If appointed by the general meeting, his
director in the Company	appointment will take effect on January 12,
	2025, subject to the approval of the Israel
	Securities Authority.
Education and occupation in the past 5	Education:
years, including the professions or areas	B.Sc Mathematics Extended Program,
for which the education was acquired, the	Summa Cum Laude, Bar Ilan University.
institution where education was acquired	M.Sc Mathemathics with thesis, Magna Cum
and the academic degree or diploma held	laude, Bar Ilan University.
by the candidate, and details of the	EMBA Certified, Business Administration -
entities in which they serve as director	Strategic Management, Hebrew University
	of Jerusalem.
	Occupation in the last 5 years:
	2/2014 to 6/2021: CEO of Automated
	Banking Services Ltd., national debit cards
	payment system and ATMs.
	Bank of Israel - Supervision of Payment
	Systems. Israel Securities Authority,
	Competition Authority.
	2/2014 - 6/2021: CEO of Masav (national
	money transfer payments system).
	5/2022 to date: Management member and
	CIO at esh Bank Israel.
	10/2021 to date: Owner and CEO of Moshe
	Wolf Technologies Ltd., technology, cyber
	and fintech consulting.
	Other corporations in which they serve as
	a director:
	Moshe Wolf Technologies Ltd.
To the best knowledge of the Company	No
and the other directors therein, is the
candidate related to another interested
party in the Company - Yes/No, specify
details
Are they considered by the Company as a	Depending on the appointment and classification by the Board of Directors, if
director who possesses accounting and	appointed
financial expertise?9

⁹ See footnote 6.

	Boaz Schwartz
ID no., Date of birth, Citizenship	057324535,
	October 8, 1961
	Israeli and Austrian
Address for the service of process	#35 Wingate St., Herzliya
Member of Board of Directors'	Candidate for the office of Independent
committees; independent director/ outside	Director Recommended by the Nominating
director as defined in the Companies Law	Committee and Outside Director.
- Yes/No;
Employee of the Company, of a	No
subsidiary thereof, of a related company
thereof or of an interested party therein -
position or positions held by the candidate
as aforesaid
Date of commencement of office as	If appointed by the general meeting, his
director in the Company	appointment will take effect on January 12, 2025, subject to the approval of the Israel
	Securities Authority.
Education and occupation in the past 5	S.Sc and M.Sc Electrical and Electronics
years, including the professions or areas	Engineering, Tel Aviv University.
for which the education was acquired, the	MBA in Finance, Wharton School of
institution where education was acquired	University of Pennsylvania
and the academic degree or diploma held	Ph.D in Finance, University of Chicago
by the candidate, and details of the
entities in which they serve as director	Occupation in the last 5 years:
	August 2023 to date: Senior consultant at
	Vitruvian Partners.
	1999 - 2000: CEO of Deutsche Bank.
	Deutsche Securities Israel, CEO.
	Deutsche Global Markets, CEO.
	Also serves as a director in the following
	entities:
	2022 to date: Arbe Robotics Ltd. 2021 to date: Protalix Ltd.
	2021 to date: Covercy Ltd.
	2021 to date: Addionics Ltd. (observer at the
	Board of Directors).
	2003 to date: Zabar Solar Ltd.
	2014 to date: Reichman University.
To the best knowledge of the Company	No
and the other directors therein, is the
candidate related to another interested
party in the Company - Yes/No, specify
details

Are they considered by the Company as a	Depending on the appointment and
director who possesses accounting and	classification by the Board of Directors, if
financial expertise?10	appointed

Each of the above candidates has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of the declarations and the accompanying documents is attached as Appendix A to the meeting convening report.

4.3 Terms of Office of the Directors

The candidates who will be selected by the general meeting to serve as Independent Directors Recommended by the Nominating Committee and Outside Directors, and approved by the Israel Securities Authority (hereafter collectively: "the Selected Candidates"), shall be entitledto annual remuneration and participation fees at amounts equal to 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), this in accordance with the resolution of the Company's Board of Directors from November 22, 2021 and as set forth in the periodic report as of December 31, 2023 (reference no.: 2024-01-019876).

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, should any of the candidates be appointed as directors at the TASE Clearing Houses, they shall be entitled to the aforesaid participation fees for their

¹⁰ See footnote 6.

participation in meetings of the TASE Clearing Houses' boards of directors and their committees.

In addition, each of the Selected Candidates, excluding Ms. Merav Ben Cnaan Heller and Mr. Aharon Aharon, existing directors, who had been granted equity compensation on August 15, 2023, as described in the report dated August 15, 2023 (reference no.: 2023- 01-076096), shall be entitled to warrants that are exercisable into shares of the Company, subject to and in accordance with the principles approved by the general meeting of TASE with regard to a framework for the grant of equity compensation to directors in the Company, including the provisions of the current Compensation Policy of the Company and the Remuneration Regulations, all as set forth in the meeting convening report dated December 6, 2021 (reference no.: 2021-01-106756) and in the 2023 periodic report.

In addition, each of the candidates who would be appointed shall be entitled to receive a letter of indemnity and a letter of exemption from liability; as well as to be included in the officers' liabillity insurance policy. For details regarding the remuneration and the exemption, indemnification and insurance arrangements that are customary in the Company, see Regulation 29A in the "Additional Information on the Company" chapter that is included in the 2023 periodic report, as well as the supplement to the Description of the Company's Business report as of June 30, 2024 (reference no.: 2024-01-080406). The information that is provided in the 2023 periodic report and in the supplement to the Description of the Company's Business report as of June 30, 2024 is included herein by way of reference.

It should be noted that the aforementioned terms of office of the candidates who would be appointed are in accordance with the provisions of the Company's Officers' Compensation Policy for the years 2023-2025. For additional information on the aforesaid Compensation Policy, see the meeting convening reports dated December 6, 2022 and May 23, 2023, (reference nos.: 2022-01-117525 and 2023-01-055275). The information that is provided in said report is included herein by way of reference.

It is further noted that, in accordance with Section 50B16 of the Securities Law, the appointment of each of the candidates 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.

It should be emphasized that a separate vote will be held for each of the nominated directors.

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: 972-76-8160571, during customary office hours, this until the date of the meeting.

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

• 6.1 The majority required for the approval of the resolutions described in sections 3.1 to 3.8 above (Appointment of Independent Director Recommended by the Nominating Committee and Outside Directors) is a simple majority of the total votes of the shareholders present at the General Meeting that are entitled to vote and that voted theret, without taking into account abstainee votes, provided that one of the following is fulfilled:
• 6.1.1 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 Company¹¹ 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 section 6.1 above does not exceed two (2%) percent of the total voting rights in the Company.
• 6.1.3 In addition, in the event that the number of candidates that attain the required majority, as described in section 6.1 above, exceeds four, the provisions of Article 107 of the Company's Articles of Association shall apply, to the effect that the four candidates that received the most votes at the General Meeting would be elected. If two or more candidates have received the same number of votes, the candidate for an additional term in office (hereafter: "Serving Director") will be deemed as having attained the most votes, and in the event that an identical number of votes is attained by several candidates who are Serving Directors,

¹¹ 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.

the Serving Director that has served the longest period in the Company shall be deemed to have been awarded the highest number of votes at the general meeting. If a decision cannot be reached based on the precedence criteria listed above, the candidates shall cast lots.

• 6.2 The majority required to pass the resolution that is set forth in section 3.9 above (Appointment of Auditors) is a simple majority of all the votes of the shareholders present at the meeting, that are entitled to vote and that voted thereat, without taking abstentions into account.
• 1. A voting ballot of an unregistered shareholder (i.e. a person that shares are registered on his behalf with a TASE 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 certificate of title or if a certificate of title 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. A shareholder who does not state his position on any proposed resolution will be deemed as abstaining in the vote on such proposed 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 of 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 on #2 Ahuzat Bayit St., Tel Aviv.
• 1. Final date for the submission of position papers to the Company: up to 10 days prior to the date of the meeting.
• 1. Final date for the issue of the Board of Directors' response to the position papers: up to 5 days prior to the date of the meeting.
• 1. The distribution addresses of the websites of the Israel Securities Authority and the Tel-Aviv Stock Exchange Ltd. where the text of the voting ballot and the position papers can be found:

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

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

1. A shareholder whose shares are registered with a TASE member is entitled to receive the certificate of title from the TASE at the branch of the TASE member or by mail, if so requested. A request for this purpose shall be made in advance with respect to a specific securities account.

An Unregistered Shareholder may give instructions for the transmission of his certificate of title 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 TASE member through which he holds his shares, unless he has notified the TASE 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 five percent or more of the 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: 4,622,202 ordinary shares of NIS 1 par value each.

Number of shares representing 5% of total voting rights in the Company not held by the controlling shareholder: 4,622,202 ordinary shares of NIS 1 par value each. (To the date of the report, there is no controlling shareholder in the Company).

1. Adding a topic to the agenda

Following the publication of this voting ballot, there may be changes to the agenda, including the addition of a topic to the agenda, and position papers may be published. The up-to-date agenda and position papers published can be viewed in the Company's reports 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 on #2 Ahuzat Bayit St., Tel Aviv, to the care of Adv. Livnat Ein-Shay Wilder, EVP, Chief Legal Counsel and Company Secretary.

Company no.: 52-002003-3

Time of the meeting: Thursday, December 26, 2024, at 13:00.

Type of meeting: Special general meeting.

Record date: November 28, 2024.

(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

No. of topic on the agenda, as detailed in the	Manner of Voting1		On the approval of the appointment of an outside director under Section 239(B) or 245(A1) of the Companies Law:
meeting convening report.			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
1.5
1.6
1.7
1.8
2

Date: ______________Signature: ______________

For shareholders holding shares through a TASE member (under Section 177(1)) - this voting ballot is valid

only when accompanied by a certificate of title, unless voting is effected by means of the electronic voting system.

For shareholders who are registered in the Company's Shareholders' Register - the voting ballot is valid when accompanied by a

photocopy of an I.D. certificate/passport/certificate of incorporation.

* Please explain in detail on following page

¹Non-marking will be deemed as abstaining on such topic.

2 If a shareholder does not fill out this column or marks "yes" without elaborating, his vote shall not be included in the vote count. 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.

³Within the meaning of these terms in Regulation 1 of the Regulations.

Details

As regarding the appointment of independent directors recommended by the Nominating Committee and outside directors (see sections 3.1-3.8 of this voting ballot above):

___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________

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, 5759-1999 ("the Companies Law")

I, the undersigned, Merav Ben Cnaan Heller, bearer of I.D. 029641883, hereby declare, in writing, as follows:

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

"Outside director" -	An outside director, as defined in the Companies Law.
"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 of 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 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
(1)	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 - a corporation that holds or acquires securities (in this definition - corporation) together with an interested party

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

	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.

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 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.

• 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.

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):

I have 25 years of experience in the Israeli capital market: various management positions in private and public companies; outside/ independent director in private and public companies; debt rater in various sectors; economist; tax supervisor, Large Enterprises Assessment Officer; lecturer and teaching assistant; financial consultant on financing and M&As.

Officer in private and public companies, recent positions – VP Finance & Business Development in Alon Group (during the restructuring); Deputy CEO in Midroog (subsidiary of Moody's).

More than 6 years of experience as an independent director (recommended by nominating committee) at The Tel Aviv Stock Exchange Lt., the Tel Aviv Stock Exchange Clearing House Ltd., and the MAOF Clearing House Ltd.

Member of the Audit Committee, also in its capacity as Compensation Committee and as the Committee for the Review of the Financial Statements (currently chairperson of the committee); member of the Risk Management Committee (in part of the period, I served as chairperson of the committee); within this framework, I also took part in the process of implementation of Amendment No. 63 to the Securities Law concerning the restructuring of TASE and in the IPO of TASE.

Experience as an outside/ independent director in various public companies, such as: Pomvom Lts., Value Urban Renewal Limited Partnership, Migdal Holdings Insurance and Finance Ltd., Aeronautics Ltd.

Experience in the management of various segments: structured products and instruments, including ETNs, infrastructure and projects (energy, transportation, ports and more), insurance, non-bank debt, SME, vehicles, and more.

BA in Business Administration (Accounting), College of Management

Certified Public Accountant, capable of analyzing the financial statements of companies in various different sectors, such as: energy, real estate, insurance, retail, IT, transportation, ports, consumer credit, etc.; experience and debt and equity offerings; financial consulting to private and public companies.

• 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"):

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 indepth 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;
     • 18.1.3 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 Business Administration (Accounting), College of Management.

Certified Public Accountant.

See additional information in section 15 above.

Presented below are details of my occupation in the last five years:

2017 to date – Financial consulting to public and private companies, including debt offerings, restructurings, M&A

To date, in addition to serving as a director (outside/independent director recommended by the Nominating Committee) at The Tel Stock Exchange Ltd. and Clearing Houses, I also serve as a director at Migdal Insurance Company Ltd. and at Mei Givatayim Ltd.

Over the years (2017 to 2024), I have served as an outside/independent director in various companies: Value Urban Renewal Limited Partnership, Migdal Holdings Insurance and Finance Ltd., Pomvom Ltd., Aerodrome Ltd., Aeronautics Ltd. (my service ended when the company became a private company), member of the Classification Committee of the Government Companies Authority.

2015-2017, VP Finance & Business Development, Alon Group (during the restructuring)

2006-2015, Deputy CEO in Midroog (subsidiary of Moody's)

• 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:

13.11.2024 -SIGNED-

Date Signature

בית הספר למינהל עסקים

ההנהלה האקדמית והדיקאן מעניקים ל:

בן כנען מירב

את התואר

בוגר בעסקים

לאחר שסיים/ה את חוק לימודיו/ה ועמד/ה בהתחייבויותיו/ה

יר"ר ההנהלה האקדמית פרופ' חיים ברקאי

דיקאן ד"ר ראובן חורש

כו' בסיוון תשנ"ז

1 ביולי 1997

שבור בישראל

nstitute of Certified Bub

This is to certify that

Aleiran Ben Onann

A Harrana was admitted

Alember of the Institute

May 2000 on the 15t_ day of of ---------Given under the Seal of the Institute this _ 4 th__ day en 2002.

Bresident ___ Q.A Dice-Dresident hallen Bon. Secretary/

THIS CERTIFICATE IS THE PROPERTY OF THE INSTITUTE

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, 5759-1999 ("the Companies Law")

I, the undersigned, Aharon Aharon, bearer of I.D. 052069796, hereby declare, in writing, as follows:

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

"Outside director" -	An outside director, as defined in the Companies Law.
"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 of 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 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
(1)	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 - a corporation that holds or acquires securities (in this definition - corporation) together with an interested party

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

	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.

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 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.

• 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.

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):

Audit of financial statements and bearing the duties of a CEO since 1994

• 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"):

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 indepth 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;
     • 18.1.3 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):

As attached (BA, MA, Teaching Certificate)

See additional information in section 15 above.

Presented below are details of my occupation in the last five years:

As attached (CEO of the Innovation Authority, Senior Advisor to Apple, Director (TASE, Innoviz, Center for educational Technology, Educating for Excellence, National R&D Council)

• 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.

2. 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:

November 11, 2024 -SIGNED-

Date Signature

הטבניה i resses

Beather ្រទេស טבנולו ে পুলিশ 参考
12 Read

זאת לתעודה בי

אהרן אהרן

בחדש ניסן תשמ"א (אפריל ו 981) בהתאם לחוקה ולתקנות של הטבניון שנה וסים למודיו בחוק מלא חובותיו כתקן ועמד בבחינות כהלכה ועל יסוד השגיו הוענק לו כיום הזה התאר

מוסמך למדעים ត្រូវបាន মুখের רייני

ב 【 ter
http://ww 的
上一篇:
2019-02-20 10:22:22
2019-02-20 រដ្ឋាននៃប្រជាជាតិ នៅ 수

같이 보기

ri הצטינות

על כל הזכויות שמקנה תאר זה

ג ש י א

דיקן הפקולטה

חיפה, ייז באייר תשמ"א וI במאי ו98ו

הטבניון - מכון טכנולוגי לישראל בית הספר ללימודי מוסמכים עייש אירווין וגיואן גייקובס

TECHNION - ISRAELINSTITUE OF TECHNOLOGY Irwin and Joan Jacobs Graduate School

9 באוגוסט 2010

הגנו מאשרים בזה כי ביום 10 באוגוסט 1983 העניק סנט הטכניון למר אהרך (מס' סטודנט 1052069796 ) את התואר "מגיסטר למדעים בהקיסת חשמל".

המערבי

בתאריך 22.6.1983 הגיש את חיכורו לביה"ס בחאריך 26.6.1983 עמד בכחינת הגמר ציון בחיבור: 2 בוחנים טוב מאד, 1 בוחן: מצויין ציון בכחינה: בהצטיינות

קורית הטכניון, חיפה 32000 בניין צירצייל טלי 04-829-2573 829-5635 אימייל: Bmail: levana@dp.technion.ac.il

Technion city, Haifa 32000, Israel Churchill Building -04- פקסי Tel. 04-8292573-Fax. 04-829-5635

מוענקת בזאת ל

אחרון אהרון

בהוקרה על תמיכתך האיתנה בטכניון, במשך עשרות שנים; על תרומתך כמורה בטכניון ועל העמדת דורות רבים של מהנדסים, חוקרים ומדענים שהשתלבו בחזית התעשייה והאקדמיה בישראל ובעולם כולו; על היותך מורה לחיים ליזמים רבים ועל קידום החדשנות וחיזוק הקשר בין הטכניון והתעשייה; ומחוך הערכה לנדיבותך רבת השנים ולמחויבותך ללומדים בטכניון ולידידי הטכניון בישראל

הוענק בחיפה בכ"א בסיון, תשפ"ג

ally 10

נשיא הטכניון פרופסור אורי סיון

יושב ראש הקורטוריון מר סקוט לימאסטר

מר גרעון פליק

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, 5759-1999 ("the Companies Law")

I, the undersigned, Ronit Meiri Harel, bearer of I.D. 022175897, hereby declare, in writing, as follows:

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

"Outside director" -	An outside director, as defined in the Companies Law.
"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 of 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 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
(1)	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 - a corporation that holds or acquires securities (in this definition - corporation) together with an interested party

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

	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.

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 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.

• 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.

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):

BA Economics (Cum Laude) – Tel Aviv University

MBA (Financing) – Tel Aviv University

Executive management positions at Bank Hapoalim, with more than 20 years of experience in the capital market and in banks, including management of the Trading Rooms Division, the Securities Division and the Strategy Division of the bank

Big picture perception of strategy, business and people

Experienced and strong team player

Quick to learn complex topics

Strong commitment to my duties

• 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"):

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 indepth 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;

18.1.3 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 Economics (Cum Laude) – Tel Aviv University

MBA (Financing) – Tel Aviv University

Executive management positions at Bank Hapoalim, with more than 20 years of experience in the capital market and in banks, including management of the Trading Rooms Division, the Securities Division and the Strategy Division of the bank

BA Economics (Cum Laude) – Tel Aviv University

Presented below are details of my occupation in the last five years:

Occupations:

Mentor at the Duvdevan Society – special program for veterans of the Duvdevan Unit

Board member at Olim Beyahad – a society for the promotion of leadership and excellence among Ethiopian Israelis

Strategic Advisor to organizations

Positions:

Outside director at Harel Finance – Mutual Funds

Outside director at Ratio Financing

Director in the Israel Experience – a subsidiary of the Jewish Agency

Executive management positions at Bank Hapoalim: Strategy and Organizational Transformation Division Manager, and prior to that Trading Rooms' Manager

• 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:

12.11.2024 -SIGNED-

Date Signature

מתכבדים להעניק ל:

רונית מאירי

-ת.ז 022175897

תעודת סיום

קורס גישור למנהלים בכירים

94 שעות לימוד אקדמיות, מתאריך 23.12.20 עד תאריך 09.06.21

הוכר ע"י ועדת גדות– הועדה המייעצת לענייני גישור בבתי המשפט

יהודה אטיאס מנכ"ל גומא גבים

						פרופ' אלכס מינץ	משנה לנשיא לעניינים אקדמיים
EDUCATION	וזאת לתעודה	כי רונית מאירי	סיימה קורס דירקטורים ונושאי משרה בהיקף של 50 שעות אקדמיות	EXECUTIVE EDUCATION המרכז הבינתחומי הרצליה	2018	ד"ר טלי איכנולד דביר 16 ﺎ 3 مربع	דיקנית הכשרת מנהלים ולימודי חוץ

17 7. Ju+ 07 '93 09108 HIPCHLIM SECURITIES 972 3 674340 rit 197 a 1 1 1 1 1 TELAUJU UNIUERSITY הגבים יטח חגל-אביב בצביב בצביב 1 . Page . . S ﺘﺤ FACILITY OF SCCIAL SCIENCES 12:23 אישוב 12-22 jia 31-5.93 a di Prize a do data into הריכנו מאשרים בזה כי גב' פאירי רונדה T.T. 22175897
סיימה את חוק לימודייה לקראת התרוצר "בנגר אוניברסיסה" . ..... 11 -- בחוג: כלכלה כחנג יחיר מורחב בציון גמר "סוב מאוד" (85). 0224 הער " " החלמידה שיימה את לימודיה בהצסיינות. שב __ החוביד הקובע לזכאותה הוא: פברואר 1992. 4.0 ב ציין הגמר כולל לימודי חטיבה ולימודי העשרה. מעורת "כוגר אוניברסיסה" תוענק לה בטקס הקרוב לחלוקת ועודות למסיימים ,一 מורחית מורחית לפני מנחית למוזיקה מורים במיני מושב שבוע המונים של המינים של המינים של המינים של המיניים של המיניים
שישורים המיני היישוב של מיניים של מורים של מורים
במילחים המ i f 공개 17 のです ்ரி result הרית ברידית שריב מרידית, והריב 15978 יו יוצרים 169978 יוני 1997 מי 1999, מקום מדינגרסי בירושים בין במר 14 ను 22

· · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

No. of the receive can

אישור

חני לאשר בזה מיגבי מאירי רונית ת.ז. 022175897

סיימה את לימודיה לקראת התואר :

"מוסמך במנהל עסקים" (M.B.A)

彩

ציונה הסופי לתואר הוא 83.07

התאריך הקובע לוכאותה הוא יולי 1996

התואר יוענק לה בטקס הענקת התארים והתעודות הקרוב.

	הערות:

דינה מחכס אוניברי בריטת הניירוני בינייהוניבי . הרם למוספכים במינוא נסקס
ריפוליאגן ר' קנאמי' , נייע ליציאני , ייני
רבית - אביב תילי אבנה

חותמת ונאריך ו 7.8.96

קרית האוניברסיטה, ד.ד. 3910, רמת־אביב, חל־אביב 69978; טל׳ 6408722-6408722; פקני 03-6409560 UNIVERSITY CAMPUS, P.O.B. 39010, RAMAT AVIV, TEL AVIV 69878, ISPAEL: TEL. 03-6408722; FAX. 972-3-6409560.

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, 5759-1999 ("the Companies Law")

I, the undersigned, Michal Drayman, bearer of I.D. 02940960, hereby declare, in writing, as follows:

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

"Outside director" -	An outside director, as defined in the Companies Law.
"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 of 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 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
(1)	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 - a corporation that holds or acquires securities (in this definition - corporation) together with an interested party

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

	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. 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.

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 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.

• 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.

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):

More than 20 years of experience in financial management, investment management, accompanying companies from emerging companies to boards of directors of listed public companies.

B.A. in Economics and Accounting, MBA. A review shows that I possess the necessary education, financial management knowhow, familiarity the economic and business activity in a variety of complex organizations requiring substantial knowhow, strong legal perception, a solid understanding of accounting, financial statements, information technologies and information security, and comprehensive technological and business knowledge. Work with a broad range of technology and industrial companies, from start-ups to medium-large companies.

Deep understanding of finance, risk management, legal aspects, and business aspects, and excellent business development capabilities channeled to helping companies grow and creating business collaborations in Israel and worldwide.

Financial education, BA in Accounting and Economics, MBA, more than 20 years of experience as CFO in listed and private companies.

Director and Chairperson of the Audit and Balance Sheet Committee in listed public companies and in private companies.

• 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"):

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 indepth 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;
     • 18.1.3 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):

Education	Institution	No. of study years	Year degree received	Profession/ specialty	Degree (please specify explicitly if no degree was obtained)
Academic	Haifa University	4	1997	Economics and Accounting	B.Sc.
Academic	College of Management	2	2012	Business Administration, specializing in bio-medicine	MBA
Diploma	Harvard		2018	Leadership program under the Health 8400 Network

Presented below are details of my occupation in the last five years:

Director in public and private companies, 20 years of experience investing in high-tech companies, providing business, management and financial guidance and strategic support to growth programs and equity offerings. VP Finance & Business Development. In addition, I volunteer my services to capital raising efforts of Israeli start-ups, both as judge on screening committees of conferences initiated by the State and by leading figures in industry, and by creating connections to sustain life sciences, foodtech and agtech industries during these challenging times and ongoing war.

I volunteer in the establishment of programs and activities that are designed to foster regional economic development in northern Israel/ western Galilee and the Gaza Envelope.

Additional corporations in which I serve as director:

15.6.22 to date: Perion Networks Ltd., Director, Chairperson of the Audit Committee and member of the Investments Committee.

27.4.2023 to date: REE Automotive Lt., Director, member of the Audit Committee and the Compensation Committee.

30.10.24 to date: Meshek Energy – Renewable Energies Ltd. Director, Balance sheet, Audit and Compensation Committee.

1.3.2021 to date: Metzerplas Industries Ltd. Director, member of Audit and Balance Sheet Committee, and Compensation Committee.

1.11.2021 to date: Able Tx. Director, Head of Business Development and Finance.

1.7.2022 to 1.9.2023: Biobetter Ltd. Director.

1.11.2020 to 1.9.2023: Agrint Ltd., Director.

1.6.2020 to 1.9.2023: Kinoko Tech Ltd., Director.

1.8.2018 to 1.9.2023: Innovopro Ltd., Director.

1.12.2019 to 1.9.2023: Greeneye – Sensor Applications Ltd., Director.

1.1.2014 to 1.9.2023: Partner in JVP VC, CFO for 5 years.

• 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.

2. 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:

12.11.2024 -SIGNED-

Date Signature

Michal Drayman

Hamigdal 11 Karkur, Israel , Cell 052-8750246, michal.drayman@gmail.com

Board Member Perion Networks, June 2022- current

Perion is a Nasdaq publicly traded company. Chairman of the Audit committee

Board Member REE Automotive Ltd, April 2023- current

REE is a Nasdaq publicly traded company. Member of the Audit and compensation committee

Board Member aVISI Pharma Ltd, Nov 2021- current Private company

Board Member Metzer Ltd. March 2021 – Current Private company

Venture Partner, JVP: 2021 – Sep 2023

Managed full deal processes of technology base companies from selection to due diligence, to deal structure, active Board member, Innovopro, Greeneye, Agrint, Kinoko-Tech, cultivating fundraising and growth strategy

Partner, JVP: 2014-April 2021

• Partner & Chief Financial Officer (2014-2018), responsible for all financial and investor reports, due diligence, and compliance by team. Led full execution of public positions in Cyber Ark, bringing \$550M to investors through sophisticated financial tools.
• Active member on the investment and deal flow teams
• Managed full deal processes from selection to due diligence, to deal structure, currently active Board member, InnovoPro, Greeneye, Agrint, Kinoko-Tech, cultivating fundraising and growth strategy
• Established and secured private and public funding for food-tech ecosystem in the Galilee, managing 20 municipal stakeholders, 4 R&D centers, academia, international strategic partners, and investors
• Active lead position in fund management, including hiring and supervision of staff.

CFO & VP Business Development, European High-Tech Capital, Investment Firm 2005 – 2014

• Senior officer in a privately held (By Dr. Shimon Eckhouse) investment firm focused on healthcare, invests across the entire spectrum of medical devices & biotechnology
• Holds executive positions in several Shimon Eckhouse portfolio's companies (CFO, VP Bus Dev, etc.)
• Works on multiple deals and across all stages of investment including deal generation, due diligence, deal structure/negotiation, legal documentation
• Works closely with portfolio companies and supports with fund raising, financial planning and budgeting, legal activity, M&A and strategic investment

Coordinates and supervises the management of the Eckhouse family estate, comprehensive financial oversight of all liquid financial assets; works closely with multiple significant global banks and investment firms

VP Finance, America, Lumenis Inc Santa Clara, CA

2001-2004

• Responsible for coordinating, administering and controlling financial operations for the America's region; managed a team of about 40 employees, directly reporting to the CFO and CEO.
• Re-engineering and implementation of a new US finance organization after the merger with CMG (Coherent Inc Medical division).
• Responsible for sales operations (including order admin and customer relation dept.)
• Involved in developing, modifying, and executing company policies which affect immediate operations with company-wide effects.
• Supporting the region's business management with all financial aspects of legal contract review and new contractual obligations.
• Lead a cross organization project ("quote to cash") that significantly improved the regions ability to execute efficiently the sales processing, to enhance relationship with customers and cash collection.
• Project leader for global Revenue Data Warehouse implementation and design.

Corporate Budget Controller (FP&A Director) Lumenis Inc Santa Clara, CA

• 2001-2002
• Responsible for design and implementation of a global budget system (Pillar, Hyperion) for Lumenis after the merger with CMG (Coherent Inc Medical division).
  • o The company's revenues in 2001-2002 were over \$300M, with the Americas region revenue representing about 50% of global revenues.

Lumenis Ltd, Yokneam Israel (formerly known as ESC Medical Systems Ltd.)

• 1994-2001
• Held several financial positions such as Controller and Financial assistant to the CFO; responsibilities included:
• SEC reporting.
• Composing annual reports, quarterly reports to shareholders, press releases and analyst presentation
• Managing of the company Option Plan
• Developed and utilized worldwide Transfer-Price study
• In charge of Company's reporting to the US Tax authorities
• Involved in all financial aspects of company's merger and acquisitions
• Building a company revenue recognition policy
• Payroll and benefits manger
• Contributed to compilation of 2 public offerings of the Company

EDUCATION M.B.A., 2010 – 2012

• Graduated with honors
• The College of Management, Rhishon Letzion, Israel
• Biomedical Management Track
• B.A., Economic & Accounting 1993-1997
• Haifa University, Israel

המסלול האקדמי המכללה למינהל

בית הספר למינהל עסקים

הנשיא והדיקאן מעגיקים ל:

מיכל דריימן

את התואר

מוסמך במינהל עסקים (M.B.A)

לאחר שסיים/ה את חוק לימודיו/ה ועמד/ה בהתחייבויותיו/ה

בהצטייניהם

נשיא פרופ' זאב נוימן

דיקאַן

פרופ' אורן קפלן

יולי 2013

אב תשע"ג

לתעודח זו מצורף גליון ציונים המהווה חלק בלתי נפרד ממנה

מעניקה למרת מיכל אלגרבלי ת"ז 29409604

את התואר

בוגרת האוניברסיטה

לאחר שסיימה את מסכת לימודיה ועמדה בכל הדרישות האקדמיות

בכלכלה

במסלול חשבונאות

ולראיה באתי על החתום

DRAN פרופ' ברוך נבו

דיקן הפקולטה למדעי החברה והמתמטיקה

HARVARD BUSINESS SCHOOL

MICHAL DRAYMAN

HAS SUCCESSFULLY COMPLETED

THE 8400 HEALTH NETWORK LEADERSHIP PROGRAM

JUNE 10-15, 2018

IN WITNESS WHEREOF THE OFFICIAL SIGNATURE AND SEAL ARE HERETO AFFIXED

DONE AT BOSTON, MASSACHUSETTS

GARY PISANO, FACULTY CHAIR

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, 5759-1999 ("the Companies Law")

• I, the undersigned, Ronit Atad, bearer of I.D. 025458589, hereby declare, in writing, as follows:
• 1. The terms in this declaration shall have the meaning that appears beside them:

"Outside director" - An outside director, as defined in the Companies Law.

• "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 of 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 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;

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

• (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.

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 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.

• 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.

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):

I bring to the position of outside director at TASE extensive and relevant experience of 25 years in global technological public entities, in which I have held executive positions (CEO and head of business divisions) in Israel and the United States (12 years), as well as practical experience as director and chairperson of a board of directors.

The positions include, inter alia, close dealings with the boards of the public companies, and with leading customers in the Israeli market, and a comprehensive understanding of the various industries, with emphasis on the financial sector and broad technological knowhow.

Success in those positions requires acquaintance with the various regulations, investment committees, risk management committees, current financial reporting obligations, management of budgets, goals and tracking of performance indicators, decision-making in conditions of uncertainty, all while maintaining dealings with several different companies.

I bring personal and professional integrity, strong analytical abilities, professionalism, the ability to listen and learn, based on many years in decisionmaking positions, and the a motivation to create value in my position as an outside director at TASE.

• 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"):

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 indepth 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;
     • 18.1.3 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):

M.Sc. Industrial Engineering and Management, specializing in performance studies, Ben Gurion University

B.Sc. Industrial Engineering and Management, Ben Gurion University

Presented below are details of my occupation in the last five years:

CEO of Microsoft Israel

Chairperson of the Board of Directors (Siga Security)

Director (Accelario, Siga Security)

Advisor to the Board and the CRO in start-ups (Wiz, CitrusX)

Technological and investment advisor to an investment fund (Awz Ventures)

• 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,

"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:

12.11.2024 -SIGNED-

Date Signature

Ronit Atad

M : +972 (0)52-5522914 | ronit.atad1@gmail.com | LinkedIn

Ronit is a seasoned professional leader with a proven track of success in building world-class high-performing teams across North America, Europe, and Israel in multinational large public and private companies. Broad leadership experience across different aspects of general management, P&L ownership, growth and scale strategy, sales, marketing & operation.

Ronit supports Unicorns and startups on their journey to grow at scale in B2B era, focusing on sales, go-to-market, alliances and partnerships, under various advisory and board positions. Among her customers are Wiz, the fastest growing cyber unicorn ; Awz Venture, a Canadian-Israeli active capital venture, foundry and early stage investments.

Until December 2022 Ronit served as Microsoft Israel General Manager (NASDAQ: MSFT). Was privileged to lead record high growth of 55%, by crystalizing go-to-market strategy, realizing value to customers and partners, and constructing a high performing leadership team. Built the needed trust with Microsoft global leadership to secure major investments in local hyperscale data center in Israel and established an E2E platform for startups scaleup, focusing on cloud (Azure), data, AI, and cyber.

Prior to joining Microsoft, Ronit served as CEO of Elad Software, 1,000 employees, private owned software system in Israel. Led for revenue and portfolio growth of 35%. Conducted acquisitions, primarily in digital and ecommerce platforms, including the establishment of an Academy for digital skills and near-shore development center for Jewish Orthodox women.

Before Elad, Ronit fulfilled various executive roles in Amdocs (NASDAQ: DOX) over 17 years, mainly in the United States. Led key Business Development, Sales and operation deals & projects, serving as Senior Vice President over fully owned P&L Business units. She later went on to play a leading role in the acquisition of Comverse, its 140 customers and 1,100 employees onboard Amdocs.

Ronit is an advocate for Positive leadership, Growth acceleration, Operational effectiveness and People development. Passionate about inclusive and diverse growth in tech, champions it by co-lead of the Israeli Women leadership forum, member of YPO (Young Presidents` Organization) and other communities.

Ronit holds M.Sc. and B.Sc. in Industrial Engineering and Management from Ben-Gurion University in Israel, majoring in Statistics and Operational research. וי געאינער

הפקולטה למדעי ההנדסה

בהתאם לחוקה ולתקנות של אוניברסיטת בן-גוריון בנגב ועל פי המלצת הדיקן ומועצת הפקולטה למדעי ההנדסה מעניק בזה סינאט האוניברסיטה

ליברונית שטרסברג אטד

025458589 . 1. 9

אח התואר (B.Sc.) מוסמכת למדעים

בהנדסת תעשיה וניהול התמחות בניהול ו"צור

לאחר שסיימה את לימודיה ועמדה בבחינות כחוק

באר-שבע, ז' בתמוז תשנ"ט, ו 2 ביוני 999 ו

פרופ' גבי בן-דור דיקן

One of the Reviews TEL: 83-6475791 លេះ។

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, 5759-1999 ("the Companies Law")

I, the undersigned, Michal Arlosoroff, bearer of I.D. 055458921, hereby declare, in writing, as follows:

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

"Outside director" -	An outside director, as defined in the Companies Law.
"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 of 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 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
(1)	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 - a corporation that holds or acquires securities (in this definition - corporation) together with an interested party

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

	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.

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 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.

• 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.

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):

• 2007-2022 EVP, member of management, Head Legal Counsel, Company Secretary, Corporate Communication Officer and Sustainability Officer at Adama Ltd.
• I served in all of the aforesaid positions in both Israel and China. I served close to 5 years as an officer in China for Adama, whose shares are traded on the Shenzen Stock Exchange.
• Adama is a global corporation, with sales of US\$ 6 billion, 100 subsidiaries worldwide, a private and public company, partaking in all moves, decisions and processes.
• I became close acquainted with and involved in all the management aspects of a public company, in Israel and globally, including: drafting and drawing up of financial statements and directors' reports, corporate governance and securities, capital raising and continuous communication with the capital market, massive-scale M&As, risk management and controls worldwide, handling all aspects of environmental quality, energy and natural gas, power stations, solar fields, patents and IP, commercial aspects and consumerism, sales, distribution, procurement, litigation, government relations, and community relations.
• I am fully fluent in English.
• Director in public companies:
  • o Sufersal Ltd. (since 2023, member of the Compensation Committee and the Auditor Committee).
  • o GenCell Ltd. (since 2020, member of the Financial Statements Committee, the Audit Committee and the Enforcement Committee)
  • o Holmes Place Ltd. (since 2018, Chairperson of the Audit Committee, Chairperson of the Compensation Committee, and member of the Financial Statements Committee)

For further information on my education and experience, see sections 19 and 20

16.	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"):

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 indepth 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;
     • 18.1.3 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):

• L.LB, Tel Aviv University, graduated in 1986
• Political Science and Labor Studies, B.A., Tel Aviv University, graduated in 1983
• Business Administration, Harvard University, Advanced Management Program 186 in 2014
• Reading Financial Statements, Executive Program, Tel Aviv University 2000

Presented below are details of my occupation in the last five years:

• 2007-2022 EVP, member of management, Head Legal Counsel, Company Secretary, Corporate Communication Officer and Sustainability Officer at Adama Ltd.
• I served in all of the aforesaid positions in both Israel and China. I served close to 5 years as an officer in China for Adama, whose shares are traded on the Shenzen Stock Exchange.
• Adama is a global corporation, with sales of US\$ 6 billion, 100 subsidiaries worldwide, a private and public company, partaking in all moves, decisions and processes.
• I became close acquainted with and involved in all the management aspects of a public company, in Israel and globally, including: drafting and drawing up of financial statements and directors' reports, corporate governance and securities, capital raising and continuous communication with the capital market, massive-scale M&As, risk management and controls worldwide, handling all aspects of environmental quality, energy and natural gas, power stations, solar fields, patents and IP, commercial aspects and consumerism, sales, distribution, procurement, litigation, government relations, and community relations.
• I am fully fluent in English.
• Director in public companies:
  • o Sufersal Ltd. (since 2023, member of the Compensation Committee and the Auditor Committee).
  • o GenCell Ltd. (since 2020, member of the Financial Statements Committee, the Audit Committee and the Enforcement Committee)
  • o Holmes Place Ltd. (since 2018, Chairperson of the Audit Committee, Chairperson of the Compensation Committee, and member of the Financial Statements Committee)
• Member of the ESG Steering Committee of the Arison School of Business at Reichman University
• I lecture on ESG and draft ESG reports
• Until recently Advisor to the CEO of Adama, to the Legal Department, to the ESG Department, and to the Communications Department.
• Until recently Director in subsidiaries within the Adama Group. Private companies.
• I guide and train women who are 8200 graduates, as well as legal counsels and directors under various organizations
• I provide legal aid and support to survivors of the October 7 events (a family from Beeri and a family from Kfar Aza
• 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:

11.11.2024 -SIGNED-

Date Signature

HARVARD BUSINESS SCHOOL

MICHAL ARLOSOROFF

HAS SUCCESSFULLY COMPLETED THE 186th SESSION OF THE

ADVANCED MANAGEMENT PROGRAM

IN WITNESS WHEREOF THE OFFICIAL SIGNATURES AND SEAL ARE HERETO AFFIXED

DONE AT BOSTON, MASSACHUSETTS, THIS TWENTY-SECOND DAY OF MAY, TWO THOUSAND FOURTEEN

GULATI, FACULTY CHAIR

NITIN NOHRIA, DEAN OF HARVARD BUSINESS SCHOOL

אוניברסיטת חל-אביב תצו ר הפקולטה למדעי החברה ע״ש גרשון גורדון

TEL AUIU UNIVERSITY

The gershon h. Gordon Faculty of Social Sciences

02 אפריל 2006 די ניסן תשסיין

אישור

הרינו מאשרים בזה כי מרת מילל ארלוזרוב ת.ז. 055458921 סיימה את חוק לימודיה לקראת התואר יי בוגר אוניברסיטהיי.

בחוג:מדע המדינה בציון גמר: ייטוב מאדיי(88).

התלמידה סיימה את לימודיה בהצטיינות.

תאריך הזכאות : פברואר 1982.

ציון הגמר כולל לימודי שנה אי משותפת, חטיבה מצומצמת ולימודים כלליים.

תעודת ייבוגר אוניברסיטה״ הוענקה לה בטקס שהתקיים במאי 1983 לחלוקת תעודות למסיימים.

לילון ליני לינו שושמהבב מזכירה לענייני תלמידים

קריית האוניברסיטה, רמת אביב, ת"ד 39040, תל־ 03-6407548, 03-6407548, פקס׳ 972-3-6406950 TEL AVIV UNVERSITY, RAMAT AVIV, P.O.B. 39040, TEL. AVIV 69978, ISRAEL. TEL. 972-3-6409727, 6407548, FAX. 972-3-6406950

אוניברסיטת תל-אביב

רקטור האוניברסיטה ודיקאן הפקולטה למשפטים מעניקים למרת את התואר

172

במשפטים (LLB)

לאחר שסיימה את חוק לימודיה ועמדה בבחינות

תל-אביב, ביום י"ד לחודש סיון תשמ"ז

11 ביוני 1987

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, 5759-1999 ("the Companies Law")

• I, the undersigned, Moshe Wolf, bearer of I.D. 054170899, hereby declare, in writing, as follows:
• 1. The terms in this declaration shall have the meaning that appears beside them:

"Outside director" - An outside director, as defined in the Companies Law.

• "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 of 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 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;

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

• (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.

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 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.

• 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.

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):

As described in the CV.

• 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"):

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 indepth 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;
     • 18.1.3 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):

As described in the CV.

Presented below are details of my occupation in the last five years:

Ad described in the CV.

• 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:

12.11.2024 -SIGNED-

Date Signature

השכלה

• EMBA תואר שני במנהל עסקים למנהלים במגמת ניהול אסטרטגי (בהצטיינות) האוניברסיטה העברית .(2002)
  • MA- תואר שני במתמטיקה (בהצטיינות) אוניברסיטת בר אילן (1987).
  • BA –תואר ראשון במתמטיקה (בהצלחה הראויה לציון) אוניברסיטת בר אילן (1986).

השתלמויות וייעוץ

• בין הקורסים הצבאיים: הקורס הבין שירותי הבכיר של קהיליית המודיעין, הקורס לפיקוד ומטה של צה"ל.
  • מרצה אורח במוסדות להשכלה גבוהה בתחומי הניהול והמחשוב.
• במילואים: חבר ועדת דירוג מחקר צה"לית לבחינה ואישור עבודות מחקריות במערכת הבטחון (2003-2017), ליווי וביצוע מנטורינג לקצינים בכירים הפורשים מחיל המודיעין.
  • קורס דירקטורים (המי"ל)

חברות בדירקטוריונים (בעבר)

• חבר נבחרת הדירקטורים הממשלתית (2022) במסלול העסקי ובמסלול הטכנולוגי
  • דירקטור בחברת לאומי-שירותי שוק ההון.
    • דירקטור בבנק ערבי ישראלי.
  • דירקטור ויו"ר הדירקטוריון בחברות שב"א ומס"ב.
  • חבר בחבר הנאמנים במכון פוירשטיין לקידום הלמידה (תרומה לקהילה).

מנהל הסטודנטים Students Administration מדור הרשם Registrar Office

כייה זי סיוו. תשפ"א 18 בואי, 2021

אישור זכאות לתואר ראשון

הננו מאשרים בזה, כי מר משה וולף מס' ת"ז 054170899 סיים בהצלחה הראויה לציון את לימודי התואר הראשון במתמטיקה כמקצוע מורחב זזכאי לקבלת התואר מתאריך 1986. 17.

התעודה הוענקה לו בטקס חלוקת התארים תשמ"ו

HOUSED INFORMATION OF CONSULTER

אוניברסיטת בר-אילן (ע"ר) רמת גן, מיקוד 5290002 ישראל Bar-Ilan University (RA) Ramat-Gan 5290002 Israel

מנהל הסטורנטים Students Administration מדור הרשם | Registrar Office

ב"ה ז' סיון, תשפ"א 18 מאי, 2021

אישור זכאות לתואר שני

הננו מאשרים בזה, כי מר משה וולף מסי ת"ז 054170899 סיים בהצטיינות את לימודי התואר השני במתמטיקה (עם תיזה) וזכאי לקבלת התואר מתאריך 10.3.1987.

התעודה הוענקה לו בטקס חלוקת התארים תשמ"ז.

אוניברסיטת בר-אילן (ע"ר) | רמת גן, מיקוד 5290002 | ישראל Bar-Ilan University (RA) Ramat-Gan, 5290002 Israel

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, 5759-1999 ("the Companies Law")

• I, the undersigned, Boaz Schwartz, bearer of I.D. 057324535, hereby declare, in writing, as follows:
• 1. The terms in this declaration shall have the meaning that appears beside them:

"Outside director" - An outside director, as defined in the Companies Law.

• "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 of 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 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;

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

• (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.

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 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.

• 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.

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):

• i. CEO of Deutsche Bank 1999-2020
• ii. Founded the TASE member of Deutsche Bank Israel and transformed it into the most active foreign bank on TASE
• iii. Extensive experience in activity on TASE, clearing, marketing of securities to foreign and local investors, corporate studies and offerings
• iv. Chairman of the Audit Committee Arbe Robotics Ltd., Chairman of the Financing Committee – Reichman University, and Board member – Protalix Ltd. And Covercy Ltd.
• v. Ph.D in Finance, University of Chicago, and finance lecturer at Tel Aviv University (1993-1996)
• 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"):

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 indepth 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;
     • 18.1.3 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):

Education	Institution	No. of study years	Year degree received	Profession/ specialty	Degree (please specify explicitly if no degree was obtained)
Undergraduate	Tel Aviv University	4	1987	Electrical and Electronics Engineering	B.Sc.
Graduate	Tel Aviv University	2	1988	Electrical and Electronics Engineering	M.Sc.
Graduate	Wharton School of University of Pennsylvania	2	1989	MBA in Finance	MBA
Doctorate	University of Chiocago	4	1994	Ph.D. in Finance	Ph.D

Presented below are details of my occupation in the last five years:

Period	Company name	Company's sector	Supervising authority	Position
August 2023 to date	Virtuvian Partners	Investments in growth companies	UK Markets Authority	Senior advisor
1999-2020	Deutsche Bank Deutsche Securities Israel Deutsche Global Markets	Investment bank	Banking Supervision in Europe, Israel Securities Authority, The Tal Aviv Stock Exchange	Israel CEO
2022 to date	Arbe Robotics Ltd.	Vehicle radars		Board member
2021 to date	Protalix Ltd.	Software		Board member
2021 to date	Covercy Ltd.	Software		Board member
2021 to date	Addionics Ltd.	Battery components		Board observer
2003 to date	Zabar Solar Ltd.	Solar energy		Board member
2014 to date	Reichman University	University		Board member

• 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:

11.11.2024 -SIGNED-

Date Signature

Dr. Boaz A. Schwartz 35 Wingate Street, Herzliya, 4664332 Tel: +972(52)6770077 Email: boaz.a.schwartz@gmail.com

EXPERIENCE

VITRUVIAN PARTNERS London, UK

Senior Advisor 2023 - Current

DEUTSCHE BANK AG Tel-Aviv, Israel

Managing Director and Chief Country Officer 2000 - 2020

• Established Deutsche Bank as one of the leading foreign banks in Israel with top market share in corporate finance; markets; institutional sales; and private banking.
• Brought DB Israel to \$150m annual revenues.
• Managed a team of over 25 professionals across banking, trading, sales and research.
• Built the most successful local brokerage business in 2005 and closed it in 2015 due to DB scale down.
• Lead some of most visible M&A, IPOs, acquisition financing, and project finance deals in Israel.
• Won M&A deal of the Year (Euromoney).
• Won Project Finance deal of the Year (Euromoney).

BANKERS TRUST COMPANY Managing Director and Head of Investment Banking • Head of investment banking and responsible for all the client relationship in Israel. • Established Bankers Trust as a major player in M&A and financing deals.	Tel-Aviv, Israel 1997 – 1999
BEN-SHAHAR SCHWARTZ LTD. Managing Director • Senior Advisors to Smith Barney Inc. in Israel. Lead the penetration of SB to Israel. • Financial advisor to Bank Tfahot on securitization. • Arranger of the first securitization deal in Israel. • Introducing broker to Smith Barney France S.A.	Tel-Aviv, Israel 1996 – 1997
TEL-AVIV UNIVERSITY Lecturer of Finance, Graduate School of Business • Fixed Income Securities, Investments, and Econometrics of Finance.	Tel-Aviv, Israel 1993 - 1996
B.A.S. FINANCIAL ADVISORS Managing Director • Partner with Prof. Ben Shahar as Smith Barney's Senior Israeli Consultant. • Consults to major financial and industrial firms in Israel on financing and risk management. • Major clients: Poalim Capital Markets, Clal Issuing, El-Al, Zim.	Tel-Aviv, Israel 1993 - 1995
DAIWA SECURITIES TRUST COMPANY Consultant, Global Portfolio Research Department • Developed and tested international fixed-income strategies. • Developed international asset allocation strategies.	Jersey City, NJ Summer 1991
FRANKLIN SAVINGS ASSOCIATION Consultant • Developed sophisticated hedging strategies. • Developed pricing calculators for fixed-income securities, including corporate bonds, mortgage backed	New York, NY 1989 - 1991

• securities, and government securities.
• Developed state-of-the-art analytics for fixed-income securities.

EDUCATION

UNIVERSITY OF CHICAGO Chicago, IL Ph.D. in Finance June 1993 • Dean's list. • Excellence scholarship. THE WHARTON SCHOOL, University of Pennsylvania Philadelphia, PA Master of Business Administration, with distinction May 1989 • Director's list. TEL-AVIV UNIVERSITY Tel-Aviv, Israel Master of Science in Electrical Engineering June 1988 Bachelor of Science in Electrical Engineering June 1987 BOARD MEMBERSHIPS AND CIVIL DUTIES ARBE ROBOTICS LTD Tel-Aviv, Israel Board Member and Chairman of Audit and Compensation Committee 2022 – Present FORETELLIX LTD Tel-Aviv, Israel Board Member 2021 – Present COVERCY LTD Tel-Aviv, Israel Board Member 2021 – Present ADDIONICS LTD Tel-Aviv, Israel Board Observer 2021 – Present REICHMAN UNIVERSITY Herzliya, Israel Board Member and Chairman of Finance Committee 2014 – Present iArgento High Tech Assets LP Jerusalem, Israel Board Member and member of Audit and Compensation Committee 2021 – 2024 ASSOCIATION OF FOREIGN FINANCIAL INSTITUTIONS Tel-Aviv, Israel Chairman 2013 – 2019 ANTI TRUST AUTHORITY Jerusalem, Israel Merger and Waivers Committee Member 1998 – 2006 POALIM TRUST FUNDS Tel-Aviv, Israel Board Member, Investment Committee Chairman 1994 – 1998 YPO Tel-Aviv, Israel Member 2002 – Present

PERSONAL HOBBIES AND INTEREST

• Cooking.

• Adventurous sports including: Diving; Skiing; Biking and Hiking.

אוניברסיטת תל-אביב

רקטור האוניברסיטה ודיקאן הפקולטה להנדסה מעניקים למר בעז שוורץ את התואר

בוגר אוניברסיטה (B.Sc.)

לאחר שסיים את חוק לימודיו בהנדסת חשמל ואלקטרוניקה ועמד בבחינות

תל-אביב, ביום ז' לחודש סיון תשמ"ז

הרקטור

4 ביוני 1987

הדיקאן

אוניברסיטת תל-אביב

רקטור האוניברסיטה ודיקאן הפקולטה להנדסה מעניקים למר בעז שורץ את התואר

מוסמד אוניברסיטה (M.Sc.)

לאחר שסיים את חוק לימודייו בהנדסת חשמל ואלקטרוניקה ועמד בבחינות כנדרש לקבלת תואר זה

תל-אביב, ביום כ' לחודש סיון תשמ"ח

1988 " גוגה 1888

הדיקאן

THE WHERETOON SCHOOL

UNIVERSITY OF PENNSYLVANIA

Founded 1881 by Joseph Wharton

It Is Hereby Certified That

Coase A. Socimante

Has Been Granted The Degree Of

see of Pusiness Administration

Mith Distriction

With All The Rights And Privileges Pertaining Thereto

Civen in the City Plicebelid, Commonwalth of Pennsylvania

Than 22,1989

having of the lots

START FOR THE CITY OF CARCHIS TO THE STATE OF THE STATES AND THE CONFORMED OF AMOUNING SIHT THE EVEN THE POST NO THE COUNTY OF OURSELVING OF THE CONNECT THE NAHI NI VIRODE OF OF AUDITORY AND FORDED ON ONE OF THE ONLY OF THE COURSED AND HUNDRED AND AND AND FINOR A most of the UNITED STATES OF SHERECALLY THE FRAN IE UNIVERSITY OF CHICAGG ON THE A money and the starter of on ARRENT FOr RECOMMENDATION OF THE THE GRADUATE SCHOOL OF BUSINESS BOAZ A. SCHWARTZ Doctor of Philosophy THE DEGREE OF FACULTY