Tel Aviv Stock Exchange Ltd. — AGM Information 2024

Aug 7, 2024

Date: August 7, 2024

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

Re: Immediate Report on the Convening of an Annual General Meeting

Presented herewith is an immediate report in accordance with the Companies Law, 1999 (hereafter: "the Companies Law"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting In a Public Company and Addition of a Topic to the Agenda), 2000 (hereafter: "the Notice Regulations"), the Companies Regulations (Written Vote and Position Papers), 2005, and the Securities Regulations (Periodic and Immediate Reports), 1970 (hereafter: "the Reports Regulations"), concerning the convening of an annual general meeting of the shareholders of the Company, to be held on Wednesday, September 11, 2024, at 14:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101.

1. On the agenda:

1.1 Discussion of the Company's financial statements and Board of Directors' report on the state of the Company's affairs for the year ended December 31, 2023

The Company's periodic report for 2023, including the aforesaid financial statements and Board of Directors' report (as published on March 6, 2024 (reference no. 2024-01-019876) (hereafter: "the 2023 Periodic Report") is available for perusal on the distribution website of the Israel Securities Authority (MAGNA) and on the Company's website www.tase.co.il. A copy may also be obtained from the Company's Secretariat, #2 Ahuzat Bayit St., Tel Aviv, Tel: 972-76-8160420, on Sunday through Thursday from 08:00 to 15:00.

A resolution on this topic is not required.

1.2 Reappointment of a director - Mr. Salah Saabneh

Wording of the proposed resolution - To reappoint Mr. Salah Saabneh as a director in the Company, this until the end of the second annual meeting (i.e., the annual general meeting that will convene after the next annual meeting (hereafter: "the Second Annual Meeting")) that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles of Association (hereafter: "the Company's Articles") and subject to the provisions of section 2.4 below.

For information on Mr. Saabneh, including the terms of his office, see sections 2.1 and 2.3 below.

1.3 Reappointment of an independent director - Mr. Gideon Herstein

Wording of the proposed resolution - To reappoint Mr. Gideon Herstein (hereafter: "Mr. Herstein") as an independent director in the Company, this until the end of the Second Annual Meeting that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles and subject to the provisions of section 2.4 below.

For information on Mr. Herstein, including the terms of his office, see sections 2.2 and 2.3 below.

1.4 Reappointment of the auditors and a report on their fees for 2023

Wording of the proposed resolution - To reappoint Brightman Almagor Zohar Certified Public Accountants as auditors of the Company, for a period commencing on the date of the current annual general meeting and ending on the date of approval of the Company's annual financial statements for 2024 and to authorize the Board of Directors of the Company to determine their fees¹ .

For information on the auditors' fees for 2023, see section 3.5 to the Board of Directors' Report as of December 31, 2023, which is included in the Company's 2023 Periodic Report. The information that is provided in the 2023 Periodic Report is included herein by way of reference.

2. Additional information on Topics 1.2-1.3 on the agenda:

2.1 On September 6, 2018 the general meeting approved the appointment of Mr. Saabneh as a director at TASE and he took office on September 6, 2018 following the receipt of a notice of non-objection to the appointment from the Chairperson of the Israel Securities Authority. For information concerning Mr. Saabneh, as required under Regulation 26 of the Reports Regulations (hereafter: "Regulation 26"), see Regulation 26 in the "Additional Information" chapter of the 2023 Periodic Report. The aforesaid information that is provided in the 2023 Periodic Report is included herein by way of reference. To the best of the Company's knowledge, to the date of this report there have been no changes in the information reported for Mr. Saabneh in the 2023 Periodic Report.

¹ Brightman Almagor Zohar Certified Public Accountants have served as auditors of the Company for more than 20 years. In accordance with the Audit Committee's work procedure (as updated in conformity with the proposed best practices for directors promoting the quality of the audit of the financial statements, published by the Israel Securities in October 2021), the Audit Committee is required to examine every 5 years the need to replace the Company's auditors. Accordingly, the Audit Committee has discussed the need to replace the Company's auditors and at present it has been decided to initiate a process for the receipt of proposals from several accounting firms, at the conclusion of which it will be decided on the appointment of auditors for 2025. To remove any doubt, it is hereby clarified that the holding of such process does not obligate the Audit Committee to make a decision regarding the replacement of the Company's auditors. To remove any doubt, it is hereby clarified that the Company's current auditors, Brightman Almagor Zohar Certified Public Accountants, will not be precluded from participation in such process.

Mr. Saabneh has delivered a declaration to the Company in accordance with Section 241 of the Companies Law, 1999. A copy of Mr. Saabneh's declaration is attached to this report.

2.2 On August 25, 2022, the general meeting of TASE approved the appointment of Mr. Herstein as an independent director² at TASE, following the announcement by the Israel Securities Authority's Chairperson, on September 14, 2022, of non-objection to the appointment, and the appointment took effect on the same date. For information concerning Mr. Herstein, as required under Regulation 26 of the Reports Regulations (hereafter: "Regulation 26"), see Regulation 26 in the "Additional Information" chapter of the 2023 Periodic Report. The aforesaid information that is provided in the 2023 Periodic Report is included herein by way of reference. To the best of the Company's knowledge, to the date of this report there have been no changes in the information reported for Mr. Herstein in the 2023 Periodic Report.

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

2.3 Terms of Office of the Directors

2.3.1 Mr. Herstein is entitled, in accordance with the Board of Directors' resolution from November 23, 2021 (hereafter: "the Remuneration Resolution") to annual remuneration and participation fees at 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).

Considering Mr. Herstein's service as a director at The Tel-Aviv Stock Exchange Clearing House Ltd. and at the MAOF Clearing House Ltd., wholly-owned subsidiaries of the Company (hereafter collectively: "the TASE Clearing Houses"), and in accordance with resolutions of organs of the TASE Clearing Houses, Mr. Herstein is entitled to participation fees for meetings of the TASE Clearing Houses' boards of directors, at the maximum amount stipulated in the Remuneration Regulations (but not to an annual remuneration).Accordingly, should Mr. Herstein also be reappointed as a director at the TASE Clearing Houses, he shall be entitled to the aforesaid participation fees for his participation in meetings of the TASE Clearing Houses' boards of directors and their committees.

For further details, see the Company's immediate report dated November 23, 2021 (reference no. 2021-01-100537).

To complete the picture, it should be noted that, on August 15, 2023, the Company allotted to Mr. Herstein 62,791 warrants that are exercisable into 62,791 shares of the Company, this by virtue of an equity compensation plan for officers of the Company and in conformity with the provisions of the Company's Compensation Policy for the years 2023-2025. For further details, see the private placement report dated August 15, 2023 (reference no.: 2023-01-076096) and the immediate reports dated August 24, 2023 (reference nos.: 2023-01-079204 and 2023-01-079186). The information provided in the

² On July 20, 2022, the Audit Committee classified Mr. Herstein as an indpendent director.

aforesaid reports is included herein by way of reference.

• 2.3.2 Mr. Saabneh, who has no permanent residence in Israel, is entitled to a reimbursement of the expenses directly relating to his participation in the meetings of the Company's Board of Directors or its committees (other than meetings held via remote means of communication and resolutions passed without convening), up to an annual ceiling of 75 thousand U.S. dollars, this in accordance with the resolution of the Company's shareholders' meeting from February 28, 2019. It is hereby clarified that the reimbursment of the expenses is in lieu of the payment of annual remuneration and participation fees.
• 2.3.3 In addition, each of Messrs. Saabneh and Herstein is 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, as it shall be from time to time. For details regarding the remuneration and the exemption, indemnification and insurance arrangements that are customary in the Company, see Regulation 29A to the "Additional Information on the Company" chapter that is included in the 2023 Periodic Report, and with regard to the renewal of the insurance policy that applies to the officers in the Company (including the directors), see an update to Regulation 29A in the "Description of the Company's Business" chapter that constitutes a part of TASE's financial statements for the second quarter of 2024, as published on August 7, 2024 (reference no. 2024-01- 080406) ("the Q2-2024 Report"). The information that is provided in the 2023 Periodic Report and in the Q2-2024 Report is included herein by way of reference.
• 2.3.4 It should be noted that the aforementioned terms of office of Messrs. Saabneh and Herstein are in accordance with the provisions of the Company's Officers' Compensation Policy for the years 2023-2025.
• 2.4 It is further noted that, in accordance with Section 50B16 of the Securities Law, the appointment of each of Messrs. Saabneh and Herstein as directors in the Company is subject to the receipt of notification from the Chairperson of the Israel Securities Authority that she does not object to their appointment or to no notification being received of her objection to the appointment of any of said candidates, within 60 days of delivery of the notice thereon to the Israel Securities Authority.

3. Majority Required for Approval of the Resolutions

The majority required to pass the resolutions that are described in sections 1.2-1.4 is a simple majority of all the votes of the shareholders present at the general meeting, that are entitled to vote and that voted thereat, without taking abstentions into account.

4. 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

4.1 The meeting will convene on Wednesday, September 11, 2024, at 14:00 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 Wednesday, September 18, 2024, 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, August 14, 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 in section below (hereafter: "Voting Ballot").

• 4.2 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.
• 4.3 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.
• 4.4 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.
• 4.5 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.
• 4.6 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.
• 4.7 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.
• 4.8 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.
• 4.9 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.
• 4.10 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.
• 4.11 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.
• 4.12 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.
• 4.13 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/.
• 4.14 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.
• 4.15 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.
• 4.16 The final date for the submission of position papers to the Company is up to 10 days after the Record Date.

5. 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.

6. 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.

7. 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.

445210.docx

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, on Wednesday, September 11, 2024 at 14:00, 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 Wednesday, September 18, 2024, 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 Reappointment of a director - Mr. Salah Saabneh

Wording of the proposed resolution - To reappoint Mr. Salah Saabneh (hereafter: "Mr. Saabneh") as a director in the Company, this until the end of the second annual meeting (i.e., the annual general meeting that will convene after the next annual meeting (hereafter: "the Second Annual Meeting")) that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles of Association (hereafter: "the Company's Articles") and subject to the provisions of section 4.3 below.

3.2 Reappointment of an independent director - Mr. Gideon Herstein

Wording of the proposed resolution - To reappoint Mr. Gideon Herstein (hereafter: "Mr. Herstein") as an independent director in the Company, this until the end of the Second Annual Meeting that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles and subject to the provisions of section 4.3 below.

3.3 Reappointment of the auditors and a report on their fees for 2023

Wording of the proposed resolution - To reappoint Brightman Almagor Zohar Certified Public Accountants as auditors of the Company, for a period commencing on the date of the current annual general meeting and ending on the date of approval of the Company's annual financial statements for 2024 and to authorize the Board of Directors of the Company to determine their fees¹ .For information on the auditors' fees for 2023, see

¹ Brightman Almagor Zohar Certified Public Accountants have served as auditors of the Company for more than 20 years. In accordance with the Audit Committee's work procedure (as updated in conformity with the proposed best practices for directors promoting the quality of the audit of the financial statements, published

section 3.5 to the Board of Directors' Report as of December 31, 2023, which is included in the Company's Periodic Report for 2023 (as published on March 6, 2024 (reference no.: 2024-01-019876)) (hereafter: "the 2023 Periodic Report").The information that is provided in the 2023 Periodic Report is included herein by way of reference.

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

4.1 For information concerning Mr. Saabneh, as required under Regulation 26 of the Reports Regulations (hereafter: "Regulation 26"), see Regulation 26 in the "Additional Information" chapter of the 2023 Periodic Report. The information that is provided in the 2023 Periodic Report is included herein by way of reference. There have been no changes in the information reported for Mr. Saabneh in the 2023 Periodic Report.

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

4.2 For information concerning Mr. Herstein, as required under Regulation 26 of the Reports Regulations (hereafter: "Regulation 26"), see Regulation 26 in the "Additional Information" chapter of the 2023 Periodic Report. The information that is provided in the 2023 Periodic Report is included herein by way of reference. There have been no changes in the information reported for Mr. Herstein in the 2023 Periodic Report.

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

4.3 Terms of Office of the Directors

Mr. Herstein is entitled, in accordance with the Board of Directors' resolution from November 23, 2021 (hereafter: "the Remuneration Resolution") to annual remuneration and participation fees at 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).

Considering Mr. Herstein's service as a director at The Tel-Aviv Stock Exchange Clearing House Ltd. and at the MAOF Clearing House Ltd., wholly-owned subsidiaries

by the Israel Securities in October 2021), the Audit Committee is required to examine every 5 years the need to replace the Company's auditors. Accordingly, the Audit Committee has discussed the need to replace the Company's auditors and at present it has been decided to initiate a process for the receipt of proposals from several accounting firms, at the conclusion of which it will be decided on the appointment of auditors for 2025. To remove any doubt, it is hereby clarified that the holding of such process does not obligate the Audit Committee to make a decision regarding the replacement of the Company's auditors. To remove any doubt, it is hereby clarified that the Company's current auditors, Brightman Almagor Zohar Certified Public Accountants, will not be precluded from participation in such process.

of the Company (hereafter collectively: "the TASE Clearing Houses"), and in accordance with resolutions of organs of the TASE Clearing Houses, Mr. Herstein is entitled to participation fees for meetings of the TASE Clearing Houses' boards of directors, at the maximum amount stipulated in the Remuneration Regulations (but not to an annual remuneration).Accordingly, should Mr. Herstein also be reappointed as a director at the TASE Clearing Houses, he shall be entitled to the aforesaid participation fees for his participation in meetings of the TASE Clearing Houses' boards of directors and their committees.

For further details, see the Company's immediate report dated November 23, 2021 (reference no. 2021-01-100537).

To complete the picture, it should be noted that, on August 15, 2023, the Company allotted to Mr. Herstein 62,791 warrants that are exercisable into 62,791 shares of the Company, this by virtue of an equity compensation plan for officers of the Company and in conformity with the provisions of the Company's Compensation Policy for the years 2023-2025. For further details, see the private placement report dated August 15, 2023 (reference no.: 2023-01-076096) and the immediate reports dated August 24, 2023 (reference nos.: 2023-01-079204 and 2023-01-079186). The information provided in the aforesaid reports is included herein by way of reference.

Mr. Saabneh, who has no permanent residence in Israel, is entitled to a reimbursement of the expenses directly relating to his participation in the meetings of the Company's Board of Directors or its committees (other than meetings held via remote means of communication and resolutions passed without convening), up to an annual ceiling of 75 thousand U.S. dollars, this in accordance with the resolution of the Company's shareholders' meeting from February 28, 2019. It is hereby clarified that the reimbursment of the expenses is in lieu of the payment of annual remuneration and participation fees.

In addition, each of Messrs. Saabneh and Herstein is 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, as it shall be from time to time. For details regarding the remuneration and the exemption, indemnification and insurance arrangements that are customary in the Company, see Regulation 29A to the "Additional Information on the Company" chapter that is included in the 2023 Periodic Report, and with regard to the renewal of the insurance policy that applies to the officers in the Company (including the directors), see an update to Regulation 29A in the "Description of the Company's Business" chapter that constitutes a part of TASE's financial statements for the second quarter of 2024, as published on August 7, 2024 (reference no. 2024-01-080406) ("the Q2-2024 Report"). The information that is provided in the 2023 Periodic Report and in the Q2-2024 Report is included herein by way of reference.

It should be noted that the aforementioned terms of office of Messrs. Saabneh and Herstein are in accordance with the provisions of the Company's Officers' Compensation Policy for the years 2023-2025.

It is further noted that, in accordance with Section 50B16 of the Securities Law, the appointment of each of Messrs. Saabneh and Herstein 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:

The majority required to pass the resolutions that are set forth in sections 3.1 - 3.3 above, 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.

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: Wednesday, September 11, 2024, at 14:00.

Type of meeting: Annual general meeting.

Record date: August 14, 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 -	Manner of Voting1
	For	Against	Abstain
3.1 Reappointment of a director - Mr. Salah Saabneh

3.2 Reappointment of an independent director - Mr. Gideon Herstein
3.3 Reappointment of the auditors

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.

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

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

Declaration by a Candidate for the Office of Independent Director1

In accordance with Section 224B of the Companies Law, 1999 ("the Companies Law")

I, the undersigned, Salah Saabneh, bearer of I.D. 02323163-2, hereby declare, in writing, as follows:

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

"The Company" - The Tel Aviv Stock Exchange Ltd.

"Director" - Within its meaning in the Companies Law.

1. I hereby confirm and declare that I have the necessary qualifications and ability to devote the time required in order to perform the duties of a director of the Company, bearing in mind, among other things, its special needs and its size. Considering the aforesaid, including my education, experience and knowledge:

LLB, Hebrew University of Jerusalem

LLM, Georgetown University

MBA, Columbia University

Partner and manager in an investment management firm, Manikay Partners LLC

Working experience in investment firms and banks

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, 1968 which were imposed under Chapter Eight "D" of said law, under Chapter Seven "B" of the Regulation of Investment Counselling, Investment Management and Investment Portfolio Management Law, 1995, or under Chapter Ten "A" of the Joint Trust Investments Law, 1994, as the case may be;

"Administrative enforcement committee" - the committee appointed under Section 52FF(a) of the Securities Law, 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, 1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law, 1968. I have not been convicted in a court abroad of an offense of bribery, deceit, offenses of directors in a corporation or utilization of inside information. I have not been convicted by a first-instance judgment of an offense that the court has ruled that due to its nature, its seriousness or its circumstances, I am not fit to serve as a director of a public company (and for the duration determined by the court). Additionally, I am not a minor, legally incompetent, or declared bankrupt. I am not an employee of the Company and I am not employed by anyone employed by the Company or by a related company of the Company.

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

1. I meet the qualifying terms for a director of the Company, as specified in this declaration above, and I 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 as a director in the Company, immediately upon becoming aware thereof.

Signed by me to attest the above:

6/8/2024

Date Signature

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

Declaration by a Candidate for the Office of Independent Director1

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

I, the undersigned, Gideon Herstein, bearer of I.D. 051385268, hereby declare, in writing, as follows:

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

"Affinity" - an employment relationship, business or professional ties in general or control, as well as service as an officer, other than service as a director appointed to serve as an external 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;

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

• "Holding or acquisition of securities jointly with others" - the holding or acquisition of securities in cooperation between two or more persons under an agreement, whether written or verbal; without derogating from the generality of the aforesaid, the following shall prima facie be deemed to be holding or acquiring securities jointly -
  • (1) a corporation that holds or acquires securities (in this definition - corporation) together with an interested party therein or with a related company thereof;
  • (2) a person whose business is the holding or trading of securities on behalf of others, together with his customer or with his relative who does not live with him, the livelihood of the one not depending on the other, for whom he holds and manages securities under a power of attorney granting him discretion with respect to the use of the voting power;
• "Relative" - significant other, sibling, parent, parent of a parent, offspring, as well as an offspring, sibling or parent of the significant other or the significant other of any of the aforesaid.
• "Material Shareholder" the holder of five percent or more of the issued share capital of the Company or the voting rights therein.
• 1. I am an Israeli resident.
  2. 1. I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder do not have and did not have in the two years that preceded the date on which I am to be appointed as a director, an affinity to the Company, to any person who on the appointment date is the Chairman of the Board of Directors, the CEO, a material shareholder or the highest ranking financial officer, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Companies Regulations (Matters that Do Not Constitute Affinity), 2006 (hereafter: "the Affinity Regulations")2 .

² Regulation 5(A) of the Affinity Regulations determines that the existence of business or professional ties, will not constitute affinity if all the following are met: (1) the ties are insignificant both from the candidate's point of view and the company's point of view; (2) the ties began prior to the date of appointment; (3) the audit committee approved prior to the appointment, based on facts which were presented thereto, that the condition 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. Since the date of my initial appointment as a director*, I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder did not have business or professional ties with the Company, with the Chairman of the Board of Directors, the CEO a material shareholder or the highest ranking financial officer, even if the aforesaid ties are not in general, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Affinity Regulations3 .

* This declaration is required only in reappointment. Cross out the section if irrelevant.

• 1. Since the date of my initial appointment as a director* I have not received, in addition to the compensation and reimbursement of expenses to which I am entitled, any direct or indirect consideration for my service as a director in the Company.
• * This declaration is required only in reappointment. Cross out the section if irrelevant.
• 1. My positions and/or other occupations do not create and are not likely to create, a conflict of interests with my duties as a director in the Company and they do not impair my ability to serve as a director in the Company.
• 1. To the best of my knowledge, none of the Company's directors serve as outside directors in companies in which I am a director.
• 1. I am not an employee of the Israel Securities Authority or an employee of a stock exchange in Israel.
• 1. I am not a TASE member or a controlling shareholder of a TASE member.
• 1. I am not an interested party by virtue of a shareholding in a corporation whose securities are listed on TASE.
• 1. I am not an interested party in TASE or in a TASE member.
• 1. I am not a relative of a TASE member, of an officer of TASE or of a TASE member, of a controlling shareholder of TASE or of a TASE member or of a person who provides services for remuneration, on a regular basis, to one of the above.
• 1. I do not have an affinity with a TASE member, with an officer of a TASE member, with a corporation controlled by a TASE member or with a controlling shareholder of a TASE member and I do not provide services for remuneration, on a regular basis, to one of the above.
• 1. I hereby declare that I meet the qualifying terms stipulated in Section 240(B) through (F) of the Companies Law and in Section 50B5 of the Securities Law, as set forth in this declaration above.
• 1. I have the necessary qualifications and ability to devote the time required in order to perform my duties as a director of the Company, bearing in mind, among other things, its special needs and its size.

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.

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 extensive experience with stock exchanges conducting trading in derivatives since 1978.

I am the owner of a firm that handles derivatives' clearing in multiple stock exchanges around the world since 1993.

I have experience in financial regulation and extensive experience in risk management.

I have experience in the management of a major international company.

I have experience as a director in the world's largest exchange (CME Group) and in the U.K. exchange (LIFFE).

• 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:

6/8/2024

Date Signature