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Veridis Environment Ltd.

("the Company")

May 25, 2026

Israel Securities Authority

22 Kanfei Nesharim St.

Jerusalem 9546437

The Tel Aviv Stock Exchange Ltd.

2 Ahuzat Bayit St.

Tel-Aviv 6525216

Dear Sir/Madam,

Subject: Immediate report regarding the convening of an Annual General Meeting of the Company's shareholders

In accordance with the provisions of the Companies Law, 5759-1999 (hereinafter: "the Companies Law"), the Securities Law, 5728-1968 (hereinafter: "the Securities Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: "the Reports Regulations"), the Companies Regulations (Written Voting and Position Statements), 5766-2005 (hereinafter: "the Written Voting Regulations") and the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 (hereinafter: "the Notice and Announcement Regulations") and the Securities Regulations (Transaction between the Company and its controlling shareholder), 5761-2001 (hereinafter: "the Controlling Shareholder Transaction Regulations"), the Company is honored to announce the convening of an Annual General Meeting of the Company's shareholders (hereinafter: "the Meeting"), as follows:

Place and Date of the Meeting

The Meeting will be held on Monday, June 29, 2026, at 15:00, at the Company's offices at 1 Abba Eban Blvd., Herzliya.

Items on the Meeting Agenda

2.1. Discussion regarding the Company's Periodic report for the year 2025

Discussion regarding the Company's Periodic report for the year 2025, which includes, among other things, the financial statements of the Company as of December 31, 2025, the Board of Directors' report on the state of the Company's affairs as of December 31, 2025, the chapter describing the corporation's business and the chapter of additional details about the Company, as published by the Company on March 16, 2026 (reference number: 2026-01-023104) (hereinafter: "the 2025 Periodic report").

The topic is brought for presentation and discussion only and no decision by the Company's shareholders is required regarding it.

2.2. Resolution No. 1 - Reappointment of an auditor and receipt of a report regarding their salary

It is proposed to reappoint the accounting firm Kost Forer Gabbay & Kasierer as the auditor of the Company for a period ending at the conclusion of the next annual meeting of the Company.

For details regarding the salary of the auditor for the year 2025, see section 18 of the Board of Directors' report included in the 2025 Periodic report.

The Company's Audit Committee, following discussions held in connection with the auditor's work, recommended to the Company's Board of Directors the reappointment of the accounting firm Kost Forer Gabbay & Kasierer, as the auditor of the Company. The aforementioned discussions in the Audit Committee touched on various aspects of the work of

Veridis Environment Ltd.
1 Abba Eban Blvd. Herzliya Pituach
Tel: 09-9520000 | Fax: 09-9520001
www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001

the auditor, within which the Committee examined, among other things, the types of services granted to the Company, the experience and expertise of the accountant in audits of corporations of the Company's type and size - taking into account the scope and areas of its activity as well as the risks inherent in its activity, the terms of engagement with them, their independence, their commitment to audit quality and the inputs dedicated to the audit process considering the Company's size and characteristics.

Likewise, the Audit Committee was satisfied that the fee paid to the auditor for its actions in 2025, based on the scope of the audited activity and its complexity, is reasonable, proportionate, and accepted and matches the scope of its activity, and that the scope of work of the auditor for audit services in 2025 is reasonable, accepted, and appropriate for the purpose of performing proper audit work. The fee for the year 2026 was determined in accordance with the scope of expected work hours based on the scope of the audited activity and its complexity and was approved by the Company's Board of Directors (after receiving the Audit Committee's recommendation).

Additionally, the Audit Committee received a review from the Company management and the auditor regarding the ongoing interface with the auditor, work methods, the nature of discussions, the cooperation with other external consultants and their ability to identify the risks and material topics and the response they give to them within the framework of the audit.

In accordance with the recommendation of the Audit Committee, and after a discussion held on the matter, the Board of Directors of the Company decided to recommend to the general meeting of the Company's shareholders to approve the reappointment of the auditor.

Text of the proposed decision ("Resolution No. 1"): "To approve the reappointment of the accounting firm Kost Forer Gabbay & Kasierer as the auditor of the Company for a period ending at the conclusion of the Company's next annual meeting".

2.3. Resolution No. 2 - Approval of an updated compensation policy for officers in the Company

2.3.1. Background

The Company's current compensation policy was approved in 2021 within the framework of the prospectus for the Company's initial public offering of shares to the public, for a period of five years from the date the Company became a reporting corporation (hereinafter: "the current compensation policy").

Towards the expiration of the current compensation policy, the Company brings for approval the proposed compensation policy, which is primarily based on the current compensation policy plus adjustments required in accordance with the size of the Company and the growth in its scope and areas of activity and market standard (hereinafter: "the proposed compensation policy").

Since the date of the prospectus, the Company has materially expanded its scope of activity and the variety of its fields of activity, including following the acquisition of Infinia and the entry into the cardboard field of activity. Accordingly, the total balance sheet of the Company (consolidated) increased by a rate of approximately 3.5 times (from approximately 1.6 billion NIS as of December 31, 2020, to approximately 5.6 billion NIS as of December 31, 2025).

The proposed compensation policy was formulated with the help of professional parties specializing in the formulation of compensation policy for officers. Within the framework of formulating the proposed compensation policy, comparative data were presented to the Compensation Committee, among other things, regarding compensation caps for officers in corporations whose securities are listed for trading on the Stock Exchange, having similar characteristics in terms of field of activity and scope of activity. The

Veridis Environment Ltd.

1 Abba Eban Blvd. Herzliya Pituach

Tel: 09-9520000 | Fax: 09-9520001

Veridis Environment Ltd.

1 Abba Eban Herzliya Pituach Israel

Tel: +972-9-9520000 | Fax: +972-9-9520001

www.veridis.co.il

Compensation Committee discussed, among other things, possible compensation mechanisms and their implications for achieving the Company's strategic goals and its ability to preserve the continued employment of the officers. The Compensation Committee also examined the fairness of the proposed compensation policy to ensure that it guarantees fair and reasonable compensation, while taking into account the full interests of the Company's shareholders. In light of this, the Compensation Committee decided to recommend to the Board of Directors to approve the proposed compensation policy in accordance with the provisions of Section 118b of the Companies Law. The members of the Compensation Committee who participated in the aforementioned Compensation Committee meetings are Messrs. Ofer Tselermair (external director), Rachel Levin (external director), and Ehud Adam (independent director).

On May 24, 2026, the Company's Board of Directors convened, discussed the proposed compensation policy and the Compensation Committee's recommendations, and decided to approve the proposed compensation policy and bring it to the approval of the meeting, which is hereby summoned. The directors who participated in the Board of Directors meeting are Messrs. Gil Agmon, Ofer Tselermair, Yaron Kastenbaum, Ronit Bachar, and Asaf Bartfeld.

It is proposed to approve the proposed compensation policy for a period of three years starting from the date of meeting approval, in accordance with Section 267a of the Companies Law, in the version attached as Appendix A to the meeting invitation report.

2.3.2 The primary considerations, assumptions, and arguments that guided the Compensation Committee and the Board of Directors in determining the proposed compensation policy:

(A) The proposed compensation policy was determined, among other things, in accordance with the considerations detailed in Section 267b(a) of the Companies Law as well as in accordance with additional considerations and principles, all as detailed below:

The proposed compensation policy is primarily based on the current compensation policy while performing necessary adjustments in accordance with the size of the Company and market standard. The current compensation policy was adopted within the framework of the initial public offering prospectus of the Company about five years ago. In the period that has passed since the adoption of the policy until today, there has been a significant growth in the scope of the Company's activity, its areas of activity, and its balance sheet, among other things in light of the purchase of Infinia - accordingly, the responsibility imposed on the officers in the Company has materially grown.

The proposed compensation policy contributes to the creation of a reasonable and worthy set of incentives for the officers in the Company, considering, among other things, the Company's characteristics, its business activity, its risk management policy, its goals, the business strategy, and its labor relations, and therefore it is in the Company's favor.

.3 The proposed compensation policy assists in giving necessary tools for the purpose of incentivizing, preserving, and recruiting talented and skilled managers, who will be able to contribute to the Company and maximize its profits in a long-term view.

.4 The proposed compensation policy gives emphasis to performance-based compensation, and creates a link between the officers and the Company and its performance, while adjusting the officers' compensation to their contribution

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001
www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Blvd. Herzliya Pituach
Tel: 09-9520000 | Fax: 09-9520001

to achieving the Company's goals and to maximizing its profits, in a long-term view and in accordance with their role and the Company's work plans.

.5 The proposed compensation policy creates a worthy balance between the various compensation components (such as fixed vs. variable components and short-term vs. long-term).

(B) Within the framework of formulating the proposed compensation policy, the ratio between the variable compensation components and the total term of office conditions was also examined. After performing such an examination, the Compensation Committee and the Board of Directors are of the opinion that the ratio between the fixed components and the variable components as determined in the compensation policy expresses in an appropriate way the Company's perception regarding the required balance between the need for creating worthy and performance-based incentives for officers and between the need to preserve the interest of the Company's shareholders.

(C) Within the framework of the discussions in connection with updating the Company's compensation policy, the Compensation Committee and the Board of Directors were assisted by an external consultant specializing in this subject. Within this, a comparative work prepared by the external consultant was presented to the committee, in relation to the compensation components and the various caps included in the policy, in relation to reporting corporations in the Stock Exchange with similar characteristics in terms of the field of activity and scope of activity, regarding officers with similar roles in such comparable corporations. The Compensation Committee and the Board of Directors examined the proposed compensation policy, among other things, in light of the comparative work. Furthermore, the Compensation Committee and the Board of Directors gave their mind to the fact that the special grant is not included in the comparative work, and this taking into account that it is a unique compensation component intended for exceptional cases, which deviate from the Company's routine work plan, and which may yield a significant profit for the Company and/or create significant value distribution, and therefore by its nature does not constitute a standard compensation component existing in the comparison companies.

On the basis of the above, the Compensation Committee and the Board of Directors reached the conclusion that the proposed compensation policy, attached as Appendix A to the meeting invitation report, is reasonable and worthy under the circumstances and brings into expression, among other things, the Company's characteristics, its goals and its business plans, and therefore recommend the meeting to approve it.

2.3.3 The primary changes between the existing compensation policy and the proposed compensation policy

As stated above, the proposed compensation policy is primarily based on the previous compensation policy, except for changes and adjustments in a number of sections, the primary ones being detailed below:

a. A clarification was added that a deviation of up to 5% per year (cumulatively) from the caps detailed in the compensation policy, will not be considered a deviation from the compensation policy.

b. A clarification was added that in the ratio between the fixed components to the variable components in the compensation package, a one-time special grant is not taken into account and that a deviation of up to 5% above or below the rates stated in the detailed ranges will not be considered a deviation or departure from the compensation policy.

Veridis Environment Ltd.
1 Abba Eban Blvd. Herzliya Pituach
Tel: 09-9520000 | Fax: 09-9520001
www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001

5/25/2026 (7:51:39 AM) v1.2.5

C. Adjustment of base salary and equity compensation caps to reflect linkage to the Consumer Price Index plus an immaterial rate of approximately 5% in each of the five years that have passed since the date the previous compensation policy came into effect, as follows: Updating the base salary caps for the CEO and those subordinate to the CEO to 2.800 and 2.450 thousand NIS, respectively, and updating the equity compensation caps to 2.700 and 2.000 thousand NIS, respectively.

D. Adding customary detail and clarifications regarding ancillary conditions, lowering the cap for reimbursement of reasonable business expenses, clarifying that vehicle expenses also include the grossed-up tax for them, and adding the option to provide loans to officers under ancillary conditions.

E. Clarification regarding the provision for an immaterial update at a rate of 5% per year, whereby the above is accumulated throughout the policy period up to a cap of 15% per year of the total compensation cost (as recently approved by the Board of Directors regarding VPs and the General Meeting regarding the CEO).

F. Adding measurable criteria to the measurable component in the annual bonus and adding the option to neutralize one-time events in the calculation of achievement of measurable goals.

G. Clarification of the approving organs for the measurable component and the discretionary component in the annual bonus, as well as in retirement bonus and advance notice, in accordance with the law and the Authority's position.

H. Updating the special bonus section so that the possibility of granting a signing bonus, retention bonus, and bonus for significant increase in responsibility was canceled. Additionally, the section was updated to allow for the granting of a special bonus, no more than once a year, which will not exceed 6 monthly salaries, upon the occurrence of pre-defined special events, that deviate from the company's regular work plan and which yielded the company a significant profit and/or created significant value realization, for exceptional and extraordinary effort of the officer and/or for special and extraordinary achievements in relation to these events. Such as sale and/or IPO events of a field of activity or part thereof. The special bonus will be a separate bonus additional to the annual bonus and is not subject to the annual bonus cap.

I. A restriction was added that the first tranche in equity compensation will be exercisable starting from a period of no less than 12 months from the date of grant. Also, a restriction was added on the possibility of acceleration in case of certain changes of control for the next tranche only, and setting a special majority in the assembly that will approve special circumstances for acceleration of equity compensation.

J. A clarification was added that a restatement as a result of a change in accounting policy or the first-time adoption of an accounting policy will not cause the return of amounts from an officer for a clawback of compensation given based on erroneous financial information.

K. Customary provisions regarding exemption and indemnification were added.

Veridis Environment Ltd.

יי

1 Abba Eban Herzliya Pituach Israel

Tel: +972-9-9520000 | Fax: +972-9-9520001

www.veridis.co.il

09-9520001 פקס: 09-9520000 טל: 09-9520000

2.3.4 Agreements not in accordance with the new compensation policy

As detailed in the compensation policy, the company's officers whose employment began prior to the date of approval of the compensation policy documents included in the company's initial public offering prospectus will be entitled to advance notice / retirement / adjustment bonuses as determined in their employment agreements or in the case of a new employment agreement. Other terms of tenure and employment of the company's officers do not deviate from the terms of the new compensation policy.

2.3.5 Manner of implementation of the existing compensation policy

Throughout the entire period of the existing compensation policy, the company implemented the existing compensation policy in full and did not deviate from it.

Following are details about the ratio between the compensation actually paid for the year 2025 to the company's CEO and the compensation caps set in the existing compensation policy: fixed component – approx. 81%; variable cash component – 79%; equity component – 60%.

Proposed resolution version (Resolution No. 2): "To approve the proposed compensation policy for officers in the company for a period of 3 years from the date of the assembly's approval, in the version attached as Appendix A to the meeting summons report".

2.4. Resolution No. 3 - Extension of the validity of exemption and indemnification letters of the controlling shareholder in the company

2.4.1. Background

As of the report date, all officers in the company, including the controlling shareholder, are entitled to exemption letters and commitment to indemnification, in accordance with what is customary in public companies. For further details see Regulation 29a in Chapter D of the Periodic report for the year 2025.

On May 17, 2026, and May 24, 2026, the compensation committee and the Board of Directors approved, respectively, the re-granting of exemption and indemnification letters to the Chairman of the Board, Mr. Gil Agmon, who is the controlling shareholder (indirectly) in the company, in the versions as given to Mr. Agmon in the framework of the prospectus and also to the other directors and officers serving in the company and in accordance with the compensation policy, except for the clarifications as detailed in section 2.4.2 below.

2.4.2. The Proposed Engagement

It is proposed to approve the re-granting of exemption and indemnification letters to Mr. Gil Agmon, in accordance with the compensation policy of the company, for a period of three years from the date of the assembly's approval.

Exemption and indemnification letters are in the versions as given to Mr. Agmon in the framework of the prospectus and also to the other members of the board and officers in the company, except for adding a clarification in the exemption letter that the company does not exempt an officer from his responsibility toward the company, in whole or in part, due to a decision or transaction in which the controlling shareholder in the company or an officer in the company has a personal interest, and also limiting the indemnification amount in the indemnification letter to an amount equal to 25% of the company's equity only (without a numerical cap). For the version of the commitment letter for indemnification and the exemption letter, see Appendix B of this meeting summons report.

Veridis Environment Ltd.

1 Abba Eban Herzliya Pituach Israel

ורידוס אינואינומננט בע"מ

ש" אבא אבן 1 הרצליה פיתוח

Tel: +972-9-9520000 | Fax: +972-9-9520001

www.veridis.co.il

09-9520001 :טלפון | 09-9520000 :דט

2.4.3. Manner in which the consideration was determined

The granting of the exemption and indemnification letters is in accordance with the compensation policy, and the version of the exemption and indemnification letters are identical to those given to the other officers in the company, except for the clarifications as detailed above.

2.4.4. Required approvals

The entry into force of the engagement on the agenda is subject to receiving the following approvals:

A. Approval of the compensation committee received on May 17, 2026;

B. Approval of the company's Board of Directors received on May 24, 2026;

C. Assembly approval by the majority fixed in section 3 below.

2.4.5. Details of transactions of the type of the proposed engagement or similar transactions, between the company and its controlling shareholder or in which the controlling shareholder had a personal interest, signed in the two years preceding the approval of the proposed engagement or that are still in effect at the time of said approval

In March 2026, the compensation committee and the company's Board of Directors approved the granting of annual remuneration and participation remuneration to Mr. Gil Agmon. For further details, see the company's report dated December 29, 2024 (reference no.: 2024-01-627878).

2.4.6. Reasons of the compensation committee and the Board of Directors for approving the granting of exemption and indemnification letters

A. Granting a commitment to indemnification and a commitment to exemption are customary among public companies in Israel.

B. The commitment to indemnification and commitment to exemption proposed to be given to Mr. Gil Agmon are under identical conditions to the commitment to indemnification and the commitment to exemption that currently exists in his hands and also to those given to the other directors and officers in the company (except for the clarifications as detailed above) and in accordance with the provisions of the Companies Law and the company's Articles of Association.

C. Granting a commitment for indemnification and exemption is intended to allow the company's directors and officers a safer working environment, subject to the limitations of the Companies Law.

D. The commitment for indemnification and the financial liability under it are limited to events that in the opinion of the Board of Directors can be anticipated, considering the circumstances of the case, and also to amounts that in the opinion of the Board of Directors are reasonable, in relation to each event separately and customary in the circumstances of the case.

E. In providing the commitments for indemnification, the company serves as a self-insurer and thereby saves financial costs involved in payment to the insurance company for extending the limit of liability for the directors and officers in the company.

2.4.7. Names of the directors who participated in the discussions in the compensation committee and the company's Board of Directors on the proposed resolution

A. At the meeting of the compensation committee:

Messrs. Ofer Zelermayer (External Director), Rachel Levin (External Director) and Ehud Adam (Independent Director).

At the meeting of the Board of Directors:

Messrs. Ofer Zelermayer, Yaron Kastenbaum, Ronit Bachar and Assaf Bartfeld.

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001
www.veridis.co.il

ורידיס אינוורוגמנט בע"מ
שד' אבא אבן 1 הרצליה פיתוח
09-9520001 | פקס: 09-9520000 | טל:

2.4.8. Names of the directors who have, to the best of the company's knowledge, a personal interest in the proposed engagement

Mr. Gil Agmon has a personal interest in the proposed resolution given that he is a beneficiary under it and therefore did not participate and did not vote in the board meeting regarding this resolution.

2.4.9. Name of the controlling shareholder in the company who has a personal interest and the nature of the personal interest

Mr. Gil Agmon is the controlling shareholder in the company (ultimate indirect control), by virtue of his holdings of approximately 46.78% of the voting rights and capital of Delek Automotive Systems Ltd., which holds approximately 47.35% of the issued and paid-up capital and voting rights of the company.

Proposed resolution version ("Resolution No. 3"): "To approve the re-granting of exemption and indemnification letters to the controlling shareholder Gil Agmon, as detailed in section 2.4.2 above."

2.5. Resolution No. 4 - Granting exemption and indemnification letters to Mr. Ehud (Udi) Adam

On March 16, 2026, the company's Board of Directors appointed, in accordance with the provisions of sections 74 and 75 of the company's Articles of Association, Mr. Ehud (Udi) Adam (hereinafter: "Mr. Adam") as an independent director in the company, starting from April 1, 2026.

Also, in accordance with the provisions of section 1b4 of the Companies Regulations (Reliefs in Transactions with Interested Parties), 5760-2000 (hereinafter: "Compensation Regulations"), the compensation committee and the company's Board of Directors approved granting exemption and indemnification letters to Mr. Adam, starting from April 1, 2026 and until the approval of the next shareholders' assembly that the company will convene, in the versions given to the other board members and officers in the company and in accordance with the company's compensation policy. For further details, see the company's immediate report dated March 16, 2026 (reference no.: 2026-01-023136). The version of the exemption and indemnification letters are attached as Appendix C to this summons report.

Proposed resolution version ("Resolution No. 4"): "To approve the re-granting of exemption and indemnification letters to Mr. Ehud (Udi) Adam, who serves as an independent director in the company, in the versions given to the other board members and officers in the company and in accordance with the company's compensation policy."

Veridis Environment Ltd.

ורידיס אינוורוגמנט בע"מ

1 Abba Eban Herzliya Pituach Israel

שד' אבא אבן 1 הרצליה פיתוח

Tel: +972-9-9520000 | Fax: +972-9-9520001

טל: 09-9520000 | פקס: 09-9520001

www.veridis.co.il

5/25/2020 | 7:51:40 AM | v1.2.5

360

General details regarding the Meeting

3. The majority required for approving the resolutions on the agenda

3.1. The majority required for the purpose of approving Resolutions No. 1 and 4 described in Section 2.2 and 2.5 above, is an ordinary majority among the shareholders present and participating in the general meeting.

3.2. The majority required for the purpose of approving Resolution No. 2 described in Section 2.3 above, is the majority stipulated in Section 267(b) of the Companies Law, according to which a majority of the shareholders' votes is required, provided that one of the following is met:

3.2.1. The majority of votes at the general meeting shall include a majority of all votes of shareholders who are not controlling shareholders in the company or do not have a personal interest in approving the resolution, who participate in the vote; in the count of all votes of said shareholders, abstaining votes shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes.

3.2.2. The total votes of opponents among the shareholders mentioned in Section 3.2.1 above did not exceed a rate of two percent (2%) of all voting rights in the company.

3.3. The majority required for the purpose of approving Resolution No. 3 described in Section 2.4 above, is the majority stipulated in Section 275(a) of the Companies Law, according to which a majority of the shareholders' votes is required, provided that one of the following is met:

3.3.1. The majority of votes at the general meeting shall include a majority of all votes of shareholders who are not controlling shareholders in the company or do not have a personal interest in approving the resolution, who participate in the vote; in the count of all votes of said shareholders, abstaining votes shall not be taken into account;

3.3.2. The total votes of opponents among the shareholders mentioned in Section 3.3.1 above did not exceed a rate of two percent (2%) of all voting rights in the company.

4. The Record Date

The record date for determining a shareholder's eligibility to vote at the meeting, as stated in Section 182(b) of the Companies Law and Regulation 3 of the Companies Regulations (Voting in Writing and Position Statements), 2005, is at the end of the stock exchange trading day that will occur on Monday, June 1, 2026.

5. Quorum and Adjourned Meeting

A quorum shall be formed when two shareholders, holding or representing at least thirty-three percent (33%) of the voting rights in the company, are present at the meeting, in person or by proxy. If after half an hour from the time set for the opening of the meeting a quorum is not found, the meeting shall be adjourned for one week, to Monday, July 6, 2026, at 15:00, at the same time and place without any obligation to notify the shareholders (hereinafter: the "Adjourned Meeting"). At the adjourned meeting, a quorum shall be formed by any number of participants, regardless of the number of shares they own.

6. Voting Method

6.1. Confirmation of ownership on the Record Date

An unregistered shareholder whose right is registered with a stock exchange member and those shares are included among the shares registered in the shareholders' register in the name of the Registration Company (hereinafter: "unregistered shareholder")

Veridis Environment Ltd.

1 Abba Eban Herzliya Pituach Israel

Tel: +972-9-9520000 | Fax: +972-9-9520001

Veridis Environment Ltd.

1 Abba Eban Blvd., Herzliya Pituach

Tel: 09-9520000 | Fax: 09-9520001

www.veridis.co.il

registered"), will be able to participate in the vote only if they provide, at the date and in the manner detailed below, a confirmation from the stock exchange member with whom the shares are registered to their credit (hereinafter: the "Stock Exchange Member"), regarding their ownership of the shares on the record date, in accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 2000 (hereinafter: "Ownership Confirmation" and "Proof of Ownership Regulations", respectively).

B. In accordance with the Proof of Ownership Regulations, an unregistered shareholder is entitled to receive a written ownership confirmation from a stock exchange member, which shall be prepared according to the form in the addendum to the Proof of Ownership Regulations and shall be signed by the stock exchange member (hereinafter: "Ownership Confirmation Form").

C. An unregistered shareholder is entitled to receive the ownership confirmation form at the branch of the stock exchange member or by mail to their address in exchange for shipping fees only, if requested. A request in this matter shall be given in advance for a specific securities account.

D. Furthermore, an unregistered shareholder may instruct a stock exchange member that their ownership confirmation be transferred to the company through the electronic voting system operating according to Part B of Chapter G'2 of the Securities Law (hereinafter: the "Electronic Voting System"). Registration in the electronic voting system shall be deemed an ownership confirmation according to the Proof of Ownership Regulations.

6.2. Ways to participate and vote in the meeting

A. Shareholders entitled to participate in the meeting and vote may do so, at their choice, in one of the following ways:

(A) To arrive at the meeting and vote in person, as detailed in Section 6.3 below;

(B) To appoint a proxy who will arrive at the meeting and vote in their place according to a letter of appointment, as detailed in Section 6.4 below;

(D) An unregistered shareholder may vote through the electronic voting system, as detailed in Section 6.6 below.

B. In accordance with Section 83(d) of the Companies Law, if a shareholder voted in more than one way, their later vote shall be counted; in this regard, a vote by a shareholder in person or by proxy shall be considered later.

6.3. Participation in the meeting and voting by the shareholder themselves

A. An unregistered shareholder interested in arriving at the meeting and voting themselves shall provide the company with the ownership confirmation form up to 48 hours before the time of the meeting, in the manner detailed in Section 7 below.

6.4. Participation in the meeting and voting by proxy according to a letter of appointment

A. A shareholder interested in appointing a proxy who will arrive at the meeting and vote in their place (hereinafter: "Proxy") shall sign a proxy letter of appointment (hereinafter: "Letter of Appointment"). The letter of appointment shall specify the number of shares for which it is given. If the appointer is a corporation, the letter of appointment shall be signed in a manner that binds the corporation. The company secretary may require that a written confirmation be submitted to the company before the meeting, to the satisfaction of...

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001
www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Blvd., Herzliya Pituach
Tel: 09-9520000 | Fax: 09-9520001

its opinion regarding the identity of the signer and if the appointer is a corporation, also a written confirmation from an accountant or a lawyer regarding the authority of the signers to bind the corporation.

B. A shareholder shall provide the company with the letter of appointment, power of attorney, or a copy certified by a lawyer, together with the ownership confirmation form, up to 48 hours before the time of the meeting or the adjourned meeting, as applicable, in the manner detailed in Section 7 below.

C. The letter of appointment shall also be valid for an adjourned meeting of the meeting to which the letter of appointment refers, unless otherwise stated in the letter of appointment.

D. If the meeting was adjourned, or if it was decided to hold a continuation meeting, an unregistered shareholder may appoint a proxy to vote at the adjourned meeting or the continuation meeting, as applicable, in the manner detailed above, whether or not they were present at the original meeting themselves or by proxy.

E. The chairman of the meeting may, at his discretion, accept such a letter of appointment even after the date specified above, if he found it appropriate at his discretion. If the letter of appointment was not received as stated above, it shall not be valid at that meeting.

F. A proxy will be required to identify themselves upon arrival at the meeting by presenting an identifying certificate to the chairman of the meeting or to someone appointed for this purpose by the chairman of the meeting and to present the letter of appointment, or a suitable copy thereof, and the ownership confirmation form (if the appointer is an unregistered shareholder), unless the appointer's ownership confirmation was transferred to the company through the electronic voting system.

6.5. Voting by means of a voting ballot

A shareholder interested in voting by means of a voting ballot, as defined in Section 87 of the Companies Law, instead of participating in the meeting themselves and/or through a proxy and/or an electronic voting ballot, may do so on the second part of the voting ballot attached to this summons report (hereinafter: "Voting Ballot"). A shareholder's vote by means of a voting ballot shall be considered as if they were present and participating in the meeting both for the purpose of the required quorum at the meeting and for the purpose of calculating the voting results.

B. An unregistered shareholder interested in voting by means of a voting ballot shall provide the company up to 4 hour before the voting time, i.e.: until Monday, June 29, 2026, at 11:00, with the voting ballot signed by them as well as the ownership confirmation form, unless their ownership confirmation was transferred to the company through the electronic voting system. The voting ballot shall be valid for an unregistered shareholder only if an ownership confirmation form is attached to it or if an ownership confirmation was sent to the company through the electronic voting system.

C. A shareholder registered in the shareholders' register (hereinafter: "Registered Shareholder") interested in voting by means of a voting ballot shall provide the company up to 6 hours before the voting time, i.e.: until Monday, June 29, 2026, at 9:00, with the voting ballot signed by them along with a copy of an ID card, passport, or incorporation certificate. The voting ballot shall be valid for a registered shareholder only if a copy of an ID card, passport, or incorporation certificate was sent to the company.

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001
www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Blvd., Herzliya Pituach
Tel: 09-9520000 | Fax: 09-9520001

D. An unregistered shareholder is entitled to receive from the stock exchange member by email, free of charge, a link to the version of the voting ballot and position statements on the distribution site, unless such shareholder notified the stock exchange member that they are not interested in receiving such a link or notified that they are interested in receiving voting ballots by mail in exchange for payment; their notification regarding voting ballots shall also apply to receiving position statements.

E. A shareholder may contact the company and receive from it the version of the voting ballot.

F. Position Statements

The deadline for providing position statements to the company by a shareholder, in accordance with the Written Voting Regulations, is up to ten days before the meeting date, i.e.: until Friday, June 19, 2026. The company will publish the version of the position statement as stated, no later than one day after the shareholder provided it to the company. A position statement that includes the response of the company's board of directors may be submitted up to five days before the meeting date, i.e.: until Wednesday, June 24, 2026.

A shareholder may contact the company and receive from it the version of the position statements that reached it.

G. The Distribution Site

Position statements (if any) can be found on the Securities Authority's distribution site, at: http://www.magna.isa.gov.il (hereinabove and hereinafter: "the distribution site") and on the Stock Exchange's website, at: http://maya.tase.co.il (hereinafter: "the Maya site").

6.6 Voting through the electronic voting system

A. According to the Written Voting Regulations, the stock exchange member will enter into the electronic voting system a list containing the required details for each of the unregistered shareholders holding shares through it on the record date (hereinafter: "the list of eligible persons").

B. An unregistered shareholder appearing on the list of eligible persons may vote at the meeting by means of an electronic voting ballot that will be transferred to the company in the electronic voting system.

C. An unregistered shareholder may notify, until 12:00 noon of the record date, in a written notice to the stock exchange member, that they are not interested in being included in the list of eligible persons.

D. The stock exchange member will transfer, to each of the shareholders included in the list of eligible persons and who receive notifications from the stock exchange member via email or through communication systems linked to the stock exchange member's computer, the required details for voting in the electronic system, including among others an access code for the purpose of voting in the system.

E. Starting from the end of the record date and until six hours before the meeting time, i.e.: until Monday, June 29, 2026, at 9:00 (hereinafter: "the system lock time"), the electronic voting system will allow eligible shareholders to enter the electronic voting system, while identifying and using a unique access code, and to vote or change a previous vote.

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tol: +972-9-9520000 | Fax: +972-9-9520001

www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Blvd., Herzliya Pituach
Tol: 09-9520000 | Fax: 09-9520001

5/25/2026 (7:51:41 AM) v1.2.5

f. The electronic voting shall be subject to change or cancellation until the system closing time, and it will not be possible to change it via the system after this time.

g. Where the meeting is postponed after the system closing time or an adjourned meeting is scheduled, an unregistered shareholder who voted via the electronic voting system will not be able to change their vote via the system. The scheduling of a postponed or adjourned meeting does not prevent the shareholder, who voted via the electronic voting system at that meeting, from changing their vote, but they may only do so by any other voting means as detailed above.

h. A shareholder who submitted proof of ownership to the company via the electronic voting system, and seeks to vote by other voting means, is not required to submit a new proof of ownership for the purpose of voting in the postponed meeting or adjourned meeting.

i. Votes cast in the electronic voting system until the system closing time will be counted (provided they were not later changed by the voter) as part of the results of the postponed meeting or adjourned meeting, both for the purpose of the required legal quorum at the meeting and for the purpose of calculating the voting results.

6.7 Notice regarding the existence of a personal interest and additional information required

a. A shareholder participating in the vote shall provide the company with the following details prior to their vote (hereinafter: "The Required Details"):

(a) Whether he is an "interested party" as defined in Section 1 of the Securities Law;

(b) Whether he is an "institutional investor" as defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994;

(d) Whether he is a "controlling shareholder" in the company as defined in the Securities Law;

(e) Whether he has a "personal interest" in the approval of the item on the agenda as defined in the Companies Law.

b. A shareholder shall provide the required details, as specified above, in the following manner:

(1) A shareholder who attends the meeting to vote in person shall provide the required details on a form to be signed by him before the vote;

(2) A shareholder who has appointed a proxy by power of attorney shall provide the required details on the power of attorney form;

(3) A shareholder requesting to vote by proxy card shall provide the required details on the proxy card;

(4) An unregistered shareholder requesting to vote via the electronic voting system shall provide the required details in the electronic proxy card, in the designated space.

c. A shareholder who does not provide the required details regarding the existence of a personal interest, as specified above, as well as a shareholder who marks "Yes" to the question regarding the existence of a personal interest but does not provide details thereof – shall not vote and his vote will not be counted.

Veridis Environment Ltd.

1 Abba Eban Herzliya Pituach Israel

Tel: +972-9-9520000 | Fax: +972-9-9520001

www.veridis.co.il

1 Abba Eban Blvd., Herzliya Pituach

Tel: 09-9520000 | Fax: 09-9520001

7. Instruction given by the Securities Authority

Pursuant to Regulation 10 of the Transaction with a Controlling Shareholder Regulations, within twenty-one (21) days from the date of filing the transaction report, the Securities Authority or an employee authorized by it may instruct the company to provide, within a set period, an explanation, detail, information, and documents regarding the proposed decision according to the Transaction with a Controlling Shareholder Regulations, and may also instruct the company to amend the report in the manner and within the time set.

If an instruction was given to amend the report as stated, the Securities Authority may instruct to postpone the date of the meeting to a date that will occur no sooner than three (3) business days and no later than thirty-five (35) days from the date of publishing the amendment to the transaction report.

If an instruction was given regarding the postponement of the meeting date, the company will announce the instruction in an immediate report.

8. Method of delivering documents to the company

8.1. The documents that the shareholder must provide to the company in accordance with the above instructions may be submitted, until the dates detailed above, in one of the following ways:

a. By hand delivery to the company's offices at 1 Abba Eban Blvd., Herzliya;
b. By sending registered mail to the company's offices at 1 Abba Eban Blvd., Herzliya 4672519;
c. By sending an email to the company's Legal Counsel at the email address: [email protected].

8.2. A shareholder may, up to 24 hours before the meeting time, contact the company's offices at 1 Abba Eban Blvd., Herzliya, and after proving his identity to the satisfaction of the company's Legal Counsel, or another employee appointed for this matter, withdraw his proxy card and proof of ownership form that he submitted to the company for the purpose of his vote.

9. Right to inspect electronic voting records

According to the written voting regulations, one or more shareholders holding on the record date shares at a rate constituting five percent (5%) or more of the total voting rights of the shareholders is entitled, by himself or through a representative on his behalf, after the convening of the meeting, to inspect at the registered office of the company, during standard working hours, the proxy cards and the voting records via the electronic voting system that reached the company.

As of the date of the notice regarding the convening of the meeting subject to this proxy card, the amount of shares constituting 5% of the total voting rights in the company is 7,674,930 shares; the amount of shares constituting 5% of the total voting rights not held by the controlling shareholders of the company is 4,040,765 shares.

10. Adding an item to the agenda

After the publication of this meeting summons report, there may be changes to the agenda, including adding an item to the agenda, and the updated agenda may be inspected in the company's reports to be published on the Maya website and the distribution site.

In accordance with the provisions of Section 66(b) of the Companies Law and Regulation 5a of the Notice and Announcement Regulations, one or more shareholders holding shares constituting a rate of at least one percent (1%) of the voting rights in the general meeting of the company may request the Board of Directors, up to seven (7) days after the meeting summons, to include an item on the meeting's agenda, provided that the topic is suitable to be discussed at the general meeting (i.e., until Monday, June 1, 2026).

Veridis Environment Ltd.
1 Abba Eban Blvd., Herzliya Pituach
Tel: 09-9520001 | Fax: 09-9520001
www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001

If the Board of Directors finds that an item requested to be included in the agenda is suitable to be discussed at the general meeting, the company will prepare an updated agenda and a revised proxy card (as required), and publish them on the distribution site no later than seven (7) days after the final deadline for providing a request to include an additional item on the agenda (i.e., Monday, June 8, 2026). It is clarified that to the extent the company publishes an updated agenda, the publication of the updated agenda shall not change the record date as set in this summons report. A shareholder requesting to include in the agenda of the general meeting a proposal for a candidate for the position of director according to Regulation 5a or 5c of the Notice and Announcement Regulations, shall include the details specified in Regulation 26 of the Reporting Regulations in his request and attach to it a statement of the candidate to serve as a director according to Section 224b of the Companies Law, and as applicable, also a statement according to Section 241 of the Companies Law.

11. Company Representative

The company representative for handling this report is Adv. Hagit Benesh, Legal Counsel and Company Secretary, whose address is: 1 Abba Eban, Herzliya, telephone: 09-9520000.

12. Inspection of Documents

The immediate report published by the company regarding the convening of the meeting can be viewed on the Maya website and the distribution site. Furthermore, the immediate report and a copy of every document relating to the aforementioned resolutions are available for inspection at the company's offices at 1 Abba Eban Blvd., Herzliya, on Sunday through Thursday, during standard working hours, and following prior coordination with Hagit Benesh, Legal Counsel and Company Secretary, at telephone: 09-9520000, until the date of the convening of the general meeting or the adjourned meeting (if held).

Sincerely,

Veridis Environment Ltd.

The report was signed by:

Hagit Benesh, Legal Counsel and Company Secretary

Benny Bar On, CFO

Veridis Environment Ltd.
1 Abba Eban Herzliya Pituach Israel
Tel: +972-9-9520000 | Fax: +972-9-9520001
www.veridis.co.il

Veridis Environment Ltd.
1 Abba Eban Blvd., Herzliya Pituach
Tel: 09-9520000 | Fax: 09-9520001

Annex A
Veridis Environment Ltd.

Compensation Policy for Officers of the Company

June 2026

5/25/2026 | 7:51:42 AM | v1.2.5

Appendix A
Veridis Environment Ltd.
Compensation Policy for Company Officers

June 2026

A. Background and Basic Principles

1. Introduction

This document defines and details the compensation policy for officers in Veridis Environment Ltd. (hereinafter: "the Company"), its components and the manner of its determination, as required by Amendment 20 of the Companies Law.

The compensation policy will come into effect from the date of its approval by the Company's General Meeting and will be in effect for a period of 3 years.

The compensation policy is intended to establish a framework that will allow the Compensation Committee, the Board of Directors, and the Company CEO, as applicable, to determine an individual compensation plan for each of the officers, according to the Company's needs and in alignment with the best interests of the Company, its employees, its shareholders, and the Company's overall long-term strategy.

The compensation components to which the officers will be entitled will only be those specifically approved for them by the authorized organs in the Company and subject to the provisions of any law. It is clarified that the adoption of the compensation policy by the Company does not grant any right to receive compensation of any kind to its officers and/or any other third party.

The compensation policy was drafted in accordance with the nature of the Company, its expected scope of activity in its field of operation, the Company's assumptions and work plan both in the immediate term and in a long-term view as presented to the members of the Board of Directors, including the appropriate ratio between variable and fixed components of the total compensation package, while emphasizing the Company's limited manpower structure.

The compensation policy will apply to all officers of the Company as this term is defined in the Companies Law, 1999.

2. Definitions

The Company - Veridis Environment Ltd. as well as Veridis Environmental Management Ltd.;

Companies Law - The Companies Law, 1999;

Officer - as this term is defined in the Companies Law, as well as the CEO of the Environmental Division and the Legal Advisor employed by the subsidiary T.M.M. Integrated Recycling Industries Ltd.;

The CEO - CEO of Veridis Environmental Management Ltd.;

CEO Subordinates - any other officer to whom this policy applies;

Monthly Salary - the base salary including accompanying conditions, in terms of cost to the Company.

3. Objectives of the Compensation Policy

The Company strives to adopt appropriate compensation solutions in order to encourage the Company's officers to achieve its strategic goals while emphasizing the link between the contribution of the Company's officers and the nature of the Company's activities, and considering the Company's risk management policy, alongside preserving human capital in the Company in accordance with its activities, all in accordance

with the provisions of the Companies Law. To achieve this goal, the Board of Directors has outlined a policy that establishes principles and considerations on the basis of which the compensation for the Company's officers was and will be determined.

A material deviation or exception from the compensation policy detailed in this document will only be possible in accordance with the approvals required by law. Notwithstanding the above, a deviation or exception of up to 5% per year (cumulatively) from the caps detailed in the compensation policy will not be considered a deviation from the compensation policy.

4. The Role of the Compensation Committee

The roles of the Compensation Committee are as established in the Companies Law. The Compensation Committee will periodically review the compensation policy and recommend to the Company's Board of Directors, at least once every 36 months, an update to the compensation policy as required at its discretion.

5. The Compensation Policy of the Officers

When determining or updating terms of service and employment for officers by the Compensation Committee and the Company's Board of Directors, the following considerations, among others, will be examined:

The education, skills, expertise, professional experience, and achievements of the Company's officers as submitted to the members of the Compensation Committee and the Company's Board of Directors.
The roles of the officers in the Company, their areas of responsibility, and previous salary agreements signed with them.
The expected contribution of the officers to the Company.
The degree of responsibility to be imposed on the Company's officers.
The Company's need to retain the Company's officers in light of their skills, knowledge, and unique expertise in the Company's field of activity, as well as the retention of outstanding quality managers who will form the solid basis for the Company's management, its continued development, and long-term success.
The ratio between the cost of terms of service and employment of the officers and the salary of the rest of the Company's employees employed by the Company (to the extent such are employed) and/or contractor employees providing services to the Company (to the extent such exist), taking into account the nature of the officer's role, seniority, the degree of responsibility imposed on them, and in particular the ratio to the average salary and median salary of such employees and the impact of the gaps on labor relations in the Company. For this purpose, "salary" means - any payment for employment, including employer contributions, retirement payments, vehicle and its use expenses, and any other benefit or payment.
The Company's risk management policy.

6. Compensation Components

6.1. Fixed Component -

Base Salary - intended to compensate the officer for the time invested in performing their duties in the Company and their ongoing tasks therein; this is the fixed monthly salary in gross terms.

Accompanying Conditions - these conditions stem partly from legal provisions, partly from customs accepted in the labor market and the Company, and partly are intended to compensate the employee for expenses incurred for the purpose of fulfilling their role. For further details, see Section 9 below.

6.2. Variable Components -

The purpose of the variable components is to link the Company's performance to the performance of its officers, and they include:

Annual Cash Grant (Bonus) - this component is intended to reward the officer for their achievements and contribution to achieving the Company's goals and its work plans during the period for which it is paid, and it may include both a grant to be determined according to measurable criteria (quantitative and/or qualitative) reflecting the Company's goals and its strategy in the short and long term ("measurable grant") and a discretionary grant considering the officer's contribution, which is not measurable by identified criteria ("discretionary grant"). In this regard, see Section 11.1 below.

Special Grant - in this regard, see Section 11.2 below.

Equity Compensation - intended for the retention and incentivization of officers while creating an identity of interests between the officers and the shareholders and maintaining a proper balance between short-term and long-term considerations, among other things by determining a full vesting period and providing options that are not in-the-money at the time of their grant. Due to the long-term nature of equity compensation plans, they support the Company's ability to retain its senior managers in their positions for a long period. In this regard, see Section 11.3 below.

7. The Ratio between Fixed Components and Variable Components in the Compensation Package

For the CEO: The cost of all variable compensation components shall not exceed $70\%$ of the total cost of all annual compensation components.

For officers who are CEO subordinates: The cost of all variable compensation components shall not exceed $70\%$ of the total cost of all annual compensation components.

8. The Ratio between the Officer's Employment Terms and the Employment Terms of Company Employees

The Compensation Committee and the Company's Board of Directors will examine, when approving or determining terms of service and employment for officers, the ratio between the terms of service and employment of the Company's officers to the salary cost of the rest of the Company's employees (including contractor employees, to the extent there are any) and in particular the ratio to the average and median salary cost of such employees and will consider the impact of these ratios on labor relations in the Company, the reasonableness of the senior management's salary in light of the type of Company, its size, and the composition of its workforce.

As of the date of approval of the compensation policy in the Company, the ratio between the salary cost of the Company's CEO and the average of 3 officers who are CEO subordinates to the average cost of the average salary and median salary in the Company are as follows:

Officer	Compared to Average Salary (approx.)	Compared to Median Salary (approx.)
CEO	1:11	1:13
Officers subordinate to CEO	1:7	1:9

Below are detailed guidelines of the Company's compensation policy regarding the various compensation components.

B. Base Salary and Accompanying Conditions for Officers

9. Fixed Salary Components

Base Salary - as defined in Section 6.1.

Accompanying conditions -

Within the framework of the terms of service and employment of the officers, the Compensation Committee and the Company's Board of Directors will be entitled to grant the officers accompanying conditions and social contributions in accordance with the law and common practice in the Company or among managers in the economy.

Accompanying conditions include, among others: vacation, convalescence, and sick leave; contributions to provident funds and severance pay, contributions to a study fund, pension fund, and managers' insurance; bearing communication expenses; waiver, indemnification, and insurance for officers, health insurance, life insurance, and loss of working capacity insurance; as well as receiving loans at an interest rate to be determined in accordance with the provisions of Section 3(i) of the Income Tax Ordinance [New Version] and the regulations thereunder.

The Company may provide officers, for the purpose of fulfilling their role, with a company car or car replacement compensation as is customary for an officer of their rank, including tax gross-up for the value of car use. Additionally, the Company is entitled to grant its officers reimbursement for per diem, telephone, and other reasonable business expenses.

Accompanying conditions will be reviewed by the Compensation Committee and the Board of Directors within the framework of a periodic review of total expenditures and will be updated as necessary.

The monthly salary for a full-time position (100%) shall not exceed the ceiling amounts detailed below:

Officer	Ceiling, Thousands of NIS
CEO	2,800
VP and CEO Subordinate	2,450

If the officer works in a position scope lower than 100%, the monthly salary ceiling will be adjusted in direct proportion to their actual position scope.

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The above salary caps will be linked to the increase in the Consumer Price Index known at the date of approval of the compensation policy. The monthly salary of the officers may be linked to the increase in the index as stated and will usually be updated once a year by the rate of the index increase.

Regarding officers providing services to the company under a service agreement with a company under their control, the payment of the fixed components will be made against an invoice and will include the base salary and all accompanying conditions and general company benefits, provided that the management fees paid do not exceed the monthly salary caps. In addition, the annual bonus will also be paid to such officers against an invoice (plus taxes as required by law, such as VAT).

10. Update of Terms of Office and Employment

The CEO shall have the authority to approve a non-material change in the terms of office and employment of any officer subordinate to the CEO, within the limits established in this policy and subject to all provisions of the compensation policy.

An update to the employment terms of an officer at a rate of 5% per year of the officer's total compensation cost (up to a cumulative cap of 15% of the total compensation cost as recently approved by the company's Board of Directors regarding VPs and the general meeting regarding the company's CEO) will not be considered a material change in the officer's terms of office and employment. The compensation committee shall be authorized to approve a non-material update of employment terms for the CEO, and the CEO shall be authorized to approve a non-material update for those subordinate to the CEO, all subject to the compensation caps established in this policy.

In the event that any legal relaxations regarding the approval of terms of office and employment of officers are allowed by law, which do not exist at the time of approval of this plan, this compensation policy shall be deemed to include such relaxations from the date of their entry into force.

11. Variable Salary Components

11.1. Annual Bonus

The purpose of the variable component is to reflect, as much as possible, the officer's contribution to achieving company goals and maximizing its profits from a long-term perspective, according to measurable criteria.

The variable component will be determined in alignment with the company's performance and the officer's personal performance relative to the goals defined for them as part of their role according to their areas of responsibility.

The company's compensation policy is to give significant weight to meeting goals derived from the company's annual and multi-year work plan and/or the company's strategic plan. The company's goals express the company's overall success in realizing its plans, the officers' contribution to the company's success, and the company's desire to reward officers for meeting these goals.

The eligibility of officers for the annual bonus will be determined in accordance with the compensation policy, and the scope of eligibility will be subject to the Board of Directors' discretion. The measurable component does not determine the scope of eligibility, but rather serves as a measurement tool for the discretion and approval of the bonus by the company's Board of Directors.

The annual bonus for officers in the company may include two components – a measurable component and a discretionary component.

The maximum annual bonus that can be approved for officers in the company will be up to 70% of the fixed annual salary cost.

The Measurable Component

The measurable component of the annual bonus will be based on measurable parameters, goals, and quantitative tests (hereinafter: "the Measurable Criteria"), whose purpose is to maximize the company's value for its shareholders in the short and long term, whether these actions are immediately reflected in the company's financial reports or not.

The Measurable Criteria will be defined and approved in advance, every year, by the compensation committee and the Board of Directors. The CEO will have the authority to set Measurable Criteria in advance for every officer subordinate to him. Such Measurable Criteria may be based on targets for EBITDA, operating profit, net profit, cash flow, sector results, growth rates in activity volumes, meeting budget targets and work plans, achieving business milestones, efficiency and savings targets, and personal targets derived from the officer's role and responsibilities.

Should specific one-time events occur during the year that affect the degree of compliance with a Measurable Criterion, the authorized bodies will be able to neutralize the impact of these events. For the purpose of this section, one-time events are regulatory changes, sale, closing and/or acquisition of an area of activity or material activity, and changes resulting from a change in accounting policy or initial adoption of an accounting policy.

The Discretionary Component

The total variable bonuses not based on measurable criteria that can be granted to officers in the company will be limited to a non-material part of the total variable components or three monthly salaries per year (whichever is higher), taking into account their contribution to the company.

Notwithstanding the above, the compensation committee and Board of Directors may approve discretionary bonuses for subordinates of the CEO that are not subject to measurable criteria, considering their contribution to the company, subject to the annual bonus threshold detailed above.

Furthermore, the CEO will be authorized to approve the payment of a discretionary annual bonus to a CEO subordinate up to a cap of 3 monthly salaries without needing approval from the compensation committee and Board of Directors.

11.2. Special Bonus (One-time)

In addition to the annual bonus, the compensation committee and the Board of Directors may grant, no more than once a year, to the CEO and other officers, a special bonus not exceeding 6 monthly salaries, upon the occurrence of special events defined in advance by them, which deviate from the company's regular work plan, and which yielded significant profit for the company and/or created significant value floating, for extraordinary and exceptional effort on his part and/or for special and exceptional achievements relative to these events, such as sale events and/or an IPO of a field of activity or part thereof (hereinafter: "Special Bonus").

It is clarified that the special bonus, if granted, is a separate and additional bonus to the annual bonus and is not subject to the annual bonus cap.

Authority to Reduce Variable Components

The company's Board of Directors, upon recommendation from the compensation committee, shall have discretionary authority to reduce up to 50% of the amount of the annual bonus to which an officer may be entitled, taking into account and based on reasons related to examining the reasonableness of the bonus received from meeting targets versus the officer's contribution to achieving them and the company's business and financial condition during the bonus calculation period. Furthermore, the Board of Directors shall have the authority to cancel the bonus payment to a specific officer in cases of embezzlement, fraud, and/or improper management.

11.3. Equity Compensation²

Equity compensation constitutes an appropriate mechanism for the retention and motivation of officers while creating an alignment of interests between officers and shareholders and maintaining a proper balance between short-term and long-term considerations, among other things by setting a full vesting period and providing warrants that are not in-the-money at the time of their grant. Due to the long-term nature of equity compensation plans, they support the company's ability to retain its senior managers in their positions for a long period.

The company shall be entitled to adopt, subject to the approval of the authorized organs, an equity compensation plan for officers in the company, which may include the granting of shares (including RSU or RS) or warrants of any kind (including CASHLESS or phantom warrants) (hereinafter: "Equity Compensation Plan"). The granting of equity compensation to officers in the company under an Equity Compensation Plan will be performed subject to obtaining the approvals required by law.

An equity compensation plan may include arrangements customary in plans of this type, including: conditions regarding eligibility for profit distribution and voting rights for the securities included in the equity compensation; adjustment of equity compensation for dividend distribution, bonus shares, stock splits and consolidations or other changes in company capital, rights offerings, and mergers and acquisitions; right of first refusal in the transfer of securities, conditions in case of leaving the company (due to dismissal, resignation, cause, and cases of death or disability), and it will be subject to the conditions detailed below:

The vesting period of equity compensation (whether settled in equity instruments or settled in cash) (if granted) will be between 2-5 years from the date of grant ("Vesting Period"), as determined by the company's authorized organs, provided that the first tranche will be exercisable starting from a period of no less than 12 months from the date of grant. The vesting period is intended to serve as a long-term incentive. At the same time, the company will be entitled to establish provisions in the equity compensation plan regarding acceleration of the vesting period (full or proportional to the vesting period elapsed until the date of termination) in the event of termination of employment or retirement. Furthermore, the Board of Directors and the compensation committee may decide, regarding equity compensation granted to officers who are not directors, that due to circumstances of change of control, suspension of trading, merger, death or disability, termination of work due to medical circumstances, or other special circumstances to be detailed in the decision, there is justification for partial or full acceleration of the

² It is clarified that updates to the compensation policy regarding equity compensation, including the benefit value caps specified therein, will not apply to equity compensation granted to officers prior to the approval date of this compensation policy.

vesting period of such equity compensation which has not yet vested, provided that in the case of a change of control which did not lead to the suspension of trading of the company's shares, the acceleration shall be limited to the upcoming tranche only.

(a) In granting warrants for company shares, the exercise price shall not be less than the average closing prices in the 30 trading days preceding the date of the decision on the grant. The expiration date of the equity compensation shall not be earlier than one year after the vesting of each tranche (except in special cases to be determined such as termination of employment) and not later than 10 years from the date of grant.

(b) The maximum fair value at the date of grant of equity compensation settled in equity instruments or in cash, which will be granted to a single officer, according to one of the accepted valuation methods, as well as the maximum benefit value of equity compensation settled in cash at the time of exercise, according to linear distribution by the number of vesting years, shall not exceed the caps detailed below (it is clarified that these amounts are not necessarily consistent with the manner of recording the expense in the financial reports according to accounting rules customary in Israel):

Officer	Annual Cap, NIS thousands
CEO	2,700
Officers subordinate to the CEO	2,000

12. Restitution of Compensation Provided Based on Erroneous Financial Information

The officer will be required to pay back to the company excess payments paid to him as part of his employment terms, if they were paid based on data that turned out to be erroneous and were restated in the group's financial reports, provided that no more than three years have passed from the date of payment of the excess payments. The amount of the excess payments will be determined by the difference between the amount the officer received and the amount he would have received according to the corrected financial data restated in the financial reports. The company shall be entitled to offset the amount due to it as stated from any amount it must pay to the officer in the company (even in the event his employment has ended). It is hereby clarified that a restatement as a result of a change in accounting policy or initial adoption of an accounting policy will not cause the restitution of amounts from the officer as stated above. The compensation committee will decide on the manner of implementing the restitution mechanism according to its discretion while considering the circumstances of the specific case.

13. Retirement Grant and Notice Period

Officers who began their work in the company starting from May 31, 2021, will be entitled to a retirement grant, taking into account, among other things, the circumstances of retirement, the officer's contribution to the company during his term of office, the company's performance during his term, and his seniority in the company, as follows:

CEO - shall be entitled to a notice period not exceeding 6 months, and the compensation committee and Board of Directors shall be authorized to approve an adjustment grant for the CEO not exceeding 6 monthly salaries.

CEO subordinates shall be entitled to a notice period not exceeding 3 months. Furthermore, the company's officers are entitled to compensation in accordance with their previous employment agreements or in the event

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of a new employment agreement according to law. The company shall be entitled not to employ them during the prior notice period.

The CEO shall have the authority to approve a retirement and adjustment grant at the time of termination of service, for any officer subordinate to him, who has seniority of more than three years, in an amount of up to six monthly salaries.

The officers in the company whose work began prior to the date of approval of the compensation policy documents included in the company's initial public offering prospectus, shall be entitled to prior notice / retirement / adjustment grants as determined in their employment agreements or in the case of a new employment agreement.

14. Directors' Remuneration

Directors' Remuneration - directors shall be entitled to an annual remuneration and meeting participation remuneration that shall not exceed the maximum remuneration in accordance with the company's rank according to the Companies Regulations (Rules regarding Remuneration and Expenses of an External Director), 5760-2000, as amended from time to time.

15. Exemption, Indemnity and Insurance

Exemption

Subject to the provisions of any law, the company's Articles of Association and the approval of the company's competent organs, an officer in the company (including a director), including an officer who is a controlling shareholder or his relative, may be entitled to an exemption from his liability for breach of the duty of care towards the company.

Indemnity

Subject to the provisions of any law and the approval of the company's competent organs, the directors and officers may be entitled to receive a letter of undertaking for indemnity in the version as approved.

Insurance

An officer in the company (including directors, the chairman of the board and directors from the control group) may be entitled, in addition to the compensation package as stated in this compensation policy, and subject to the approval of the competent organs in the company, to officer liability insurance and indemnity arrangements for their liability as officers according to the company's practice, all subject to the provisions of any law and the company's Articles of Association.

Without derogating from the generality of the above, the company shall be entitled, at any time during the period of this compensation policy, to purchase liability insurance policies for directors and officers (including directors, the chairman of the board and directors and officers who are a controlling shareholder), as they shall serve in the company from time to time, including also the officers and directors serving in a subsidiary of the company, to extend and/or renew an existing insurance policy and/or enter into a new policy at the time of renewal or during the insurance period, with the same insurer or another insurer in Israel or abroad, under the conditions as specified below, for the insurance of directors' and/or officers' liability, provided that said engagements are on market terms, are not likely to materially affect the company's profitability, assets or liabilities, and are based on the main terms detailed below, and the compensation committee has approved this:

The liability limit under the insurance policies as updated from time to time by the company shall not exceed 100 million US dollars, per case and for the insurance period plus reasonable legal defense expenses in Israel beyond the liability limit, and regarding claims filed outside of Israel - reasonable legal defense expenses beyond the liability limit, in accordance with the legal expenses customary in Israel and in accordance with Israeli law.

b. The deductible limits for a claim imposed on the company and the annual insurance premium for the current insurance policy shall be determined in accordance with the market conditions that prevail at the time of purchasing the current insurance policy, and the cost shall not be material to the company as determined by the compensation committee after consultation with an expert advisor in the field of directors' and officers' liability insurance;

c. The insurance policy may be expanded to cover claims filed against the company (as opposed to claims against directors and/or its officers) regarding breach of securities laws at least in Israel (Entity coverage for securities claims) as well as claims regarding employer-employee relations (Entity employment practice claims) and other types of claims that can be insured in the future. In addition, insurance benefit payment arrangements may be established whereby the right of the directors and/or officers to receive indemnity from the insurer under the policy precedes the right of the company.

d. The policy will also cover the liability of controlling shareholders, to the extent there are any in the company, in their capacity as directors and/or officers in the group, from time to time, provided that the coverage terms for them do not exceed those of the other directors and/or officers in the group.

e. Coverage for officers' liability insurance for past activity (i.e. the activity in the period prior to the effective date of the current insurance policy), may be arranged within the current insurance policy under the terms specified above, or within coverage of an extended discovery period (Run Off) for past activity as stated, for an insurance period of up to 7 years, provided that the total premium for this coverage and the amount of the deductible in the policy are in accordance with the market conditions that prevail at the relevant time, after consultation with an expert advisor in the field of directors' and officers' liability insurance, and the cost will not be material to the company.

Appendix B - Exemption and Indemnity Letters Mr. Gil Agmon

Veridis Environment Ltd.

("The Company")

Date: _____

To:

Gil Agmon (hereinafter: "the Officer")

Dear Sir/Madam,

Subject: Letter of Undertaking for Officer Indemnity

Whereas

and the company is entitled to give a prior undertaking to indemnify officers in the company from liability subject to the conditions specified in the Articles of Association and the provisions of any law;

Whereas

and the company has made the decisions required by law to provide a prior undertaking to indemnify officers in the company, in accordance with this indemnity undertaking (hereinafter: the "Indemnity Letter");

Whereas

and you are serving and/or have served and/or may serve as an officer in the company or you are employed and/or were employed and/or may be employed in the company and/or in subsidiaries and/or affiliated companies of the company.

Therefore, the company confirms and undertakes towards you as follows:

.1 Introduction, Headings and Definitions

1.1. The introduction and the addendum to the Indemnity Letter constitute an integral part thereof.
1.2. The headings in the Indemnity Letter are for convenience and shall not be used for interpreting the Indemnity Letter or any of its provisions.
1.3. The following terms in the Indemnity Letter shall have the meaning written alongside them, unless another intention is implied from the context:

"Other person" - Including in the case of a claim filed against the officer by way of a derivative action.

"Companies Law" - The Companies Law, 5759-1999, as amended from time to time.

"Securities Law" - The Securities Law, 5728-1968, as amended from time to time.

"Officer" - As defined in the Companies Law, including any person the company decides to grant an indemnity letter to.

"Subsidiary" or "Subsidiaries" - A corporation in which the company is a controlling shareholder, as the meaning of "control" in the Securities Law and also for the purpose of the Indemnity Letter - any affiliated company, as defined in the Securities Law, of the company and/or another corporation and including a private company under its control, through which the officer acted as such in the company and/or in a subsidiary and/or in an affiliated company of the company and/or in another corporation.

"Affiliated company" - As defined in the Securities Law and also for the purpose of the Indemnity Letter - any other corporation that is not the company or a subsidiary, in which

the company and/or its subsidiary holds rights, directly or indirectly, or has an interest.

"Action"

Any decision and/or action, whether by act or omission, including a decision and/or action during the officer's term of office or employment that was taken before the date of the Indemnity Letter.

"Administrative Enforcement Proceeding"

A proceeding under Chapters H3, H4 or I1 of the Securities Law, a proceeding under Part D of the Fourth Chapter in the Ninth Part of the Companies Law and a proceeding under Chapter G1 of the Economic Competition Law, 5748-1988.

"The Policy" or "The Insurance Policy"

A liability insurance policy for directors and officers purchased, if purchased, or that will be purchased, if purchased, by the company, whether in one policy or in more than one policy.

"Incorporation Documents"

The company's Articles of Association, as amended from time to time.

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1.4. Any other term or expression in the Indemnification Letter shall have the meaning given to it in the Companies Law, and in the absence of a definition in the Companies Law, it shall have the meaning given to it in the Securities Law, unless expressly stated otherwise or if the context requires a different interpretation.

2. Validity of the Indemnification Letter

2.1. The Indemnification Letter shall be valid only from the date of its approval by the Company's organs, where the officer will be required to sign it in the designated place and deliver the signed copy to the Company; however, the lack of signature by the officer shall not prejudice the validity of the Indemnification Letter. It is hereby agreed that if the officer received a prior undertaking from the Company for indemnification, their consent to receive this Indemnification Letter constitutes their irrevocable consent that the total of the Company's obligations for indemnification shall not exceed the amount stated in this Indemnification Letter. Nevertheless, the officer's consent to receive this Indemnification Letter shall not derogate from the validity of the previous Indemnification Letter regarding the officer's term of office prior to the granting of this Indemnification Letter.

2.2. The Company's obligations for indemnification under the Indemnification Letter shall stand to the credit of the officer and/or to the credit of their legal successor, including their estate, without time limit, even after the termination of their tenure as an officer in the Company and/or in Subsidiaries and/or in Affiliated Companies, as the case may be, regardless of the date of discovery of the event for which they are entitled to indemnification under this Indemnification Letter, provided that the actions for which the undertaking to indemnify is given were performed during their tenure as an officer in the Company and/or in Subsidiaries and/or in Affiliated Companies, and including with respect to actions that began before the date of the Indemnification Letter, even if the undertakings for indemnification are not renewed in the future.

2.3. The Company's obligations within the framework of the Indemnification Letter are subject to the provisions of the Company's Articles of Association and the provisions of the law that cannot be conditioned upon, and in particular to any legal prevention of indemnifying the officer, to the extent there may be (hereinafter together: the "Binding Provisions").

2.4. The Company's obligations under the Indemnification Letter shall be interpreted broadly and in a manner intended to fulfill them, to the extent permitted by law, for the purpose for which they were intended. If it is determined that any provision of the Indemnification Letter is unenforceable and/or that it is invalid for any reason and/or in the case of a conflict between any provision in the Indemnification Letter and a Binding Provision that cannot be conditioned upon, changed, or added to, the said Binding Provision shall prevail, but this shall not prejudice or derogate from the validity of all other provisions of the Indemnification Letter.

3. Undertaking for Indemnification and Grounds for Indemnification

3.1. The Company hereby undertakes to indemnify the officer in advance for each of the following liabilities and expenses (hereinafter: "Grounds for Indemnification"):

3.1.1. A monetary liability imposed on the officer for the benefit of another person pursuant to a judgment, including a judgment given in a settlement or an arbitrator's award approved by a court. The undertaking to provide indemnification in accordance with this section is limited to one or more of the events detailed in the Supplement to the Indemnification Letter (hereinafter: the "Supplement"), which in the opinion of the Company's Board of Directors are foreseeable in light of the Company's actual activities at the time of giving

the undertaking for indemnification, provided that the maximum indemnification amount that the Company will pay to all officers in the aggregate, in relation to the said liability, according to all the indemnification letters granted and/or to be granted to officers by the Company from time to time, shall not exceed an amount equal to $25\%$ of the Company's equity according to the Company's last financial statements, as of the actual date of indemnification (hereinafter: the "Maximum Indemnification Amount"), which is an amount that the Company's Board of Directors has determined to be reasonable under the circumstances;

3.1.2. Reasonable litigation expenses, including attorney's fees, incurred by the officer due to an investigation or proceeding conducted against them by an authority authorized to conduct an investigation or proceeding, which ended without the filing of an indictment against them and without a monetary liability being imposed on them as an alternative to a criminal proceeding, or which ended without the filing of an indictment against them but with the imposition of a monetary liability as an alternative to a criminal proceeding for an offense that does not require proof of criminal intent or in connection with a financial sanction. In this paragraph, the terms "termination of a criminal proceeding without the filing of an indictment in a matter in which a criminal investigation was opened" and "monetary liability as an alternative to a criminal proceeding" shall have the meanings assigned to them in Section 260(a)(1a) of the Companies Law;
3.1.3. Reasonable litigation expenses, including attorneys' fees, incurred by the officer or which they are ordered to pay by a court, in a proceeding filed against them by the Company or on its behalf or by another person, or in a criminal charge of which they are acquitted, or in a criminal charge in which they are convicted of an offense that does not require proof of criminal intent;
3.1.4. Expenses incurred by the officer in connection with an Administrative Enforcement Proceeding, including reasonable litigation expenses, and including attorney's fees;
3.1.5. Payment to a victim of a violation as stated in Section 52nd(a)(1)(a) of the Securities Law under Chapter H'4 of the Securities Law;
3.1.6. Any other liability or expense incurred by the officer, which is permitted for indemnification by law, as may be amended from time to time.
3.2. Subject to the provisions of any law, the Company shall not indemnify the officer for a monetary liability imposed on them or expenses they are ordered to pay or incur due to one of the following:
3.2.1. A breach of fiduciary duty towards the Company or its Subsidiary or an Affiliated Company, except for a breach of fiduciary duty in good faith where the officer had a reasonable basis to assume that the action would not harm the interests of the Company and/or its Subsidiary and/or the Affiliated Company.
3.2.2. A breach of the duty of care towards the Company intentionally or recklessly, unless it was done with negligence only.
3.2.3. An action performed with the intent to produce unlawful personal gain.
3.2.4. A fine, civil fine, financial sanction, or ransom imposed on the officer.

3.2.5. An Administrative Enforcement Proceeding except as detailed in sections 3.1.4-3.1.5 above.

3.2.6. A claim, including a counterclaim, by the Company following a claim filed by the officer against the Company, in which the Company prevailed against the officer.

Additional Provisions

4.1. It is hereby clarified that the aforementioned payment of indemnification does not prejudice the right of the officer and/or the Company to receive insurance benefits for events constituting grounds for indemnification, which are secured in the insurance policy, subject to the provisions of Section 9.3 below. It is also clarified that the indemnification shall apply to deductible amounts for which the officer will be liable under the insurance policy. It is expressly emphasized that the Company's payments under the Indemnification Letter shall constitute an "additional layer" beyond the total insurance benefits paid by the insurer under the insurance policy, if such are paid.

4.2. It is emphasized that this undertaking for indemnification does not constitute a contract for the benefit of any third party, including any insurer, and it is not assignable. No third party, including an insurer, shall have any right to demand participation by the Company in a payment that an insurer is obligated to pay under an insurance agreement made with them, except for the deductible specified in the policy as stated.

4.3. If the total indemnification amounts the Company is required to pay to the officers of the Company at any time exceeds the Maximum Indemnification Amount or the balance of the Maximum Indemnification Amount (as it may exist at that time), the Maximum Indemnification Amount or its balance shall be divided among the officers who are entitled to indemnification for demands they submitted to the Company and were not paid to them before that time (hereinafter: the "Eligible Officers"), in such a way that the indemnification amount each of the Eligible Officers actually receives shall be calculated according to the ratio between the amount of the indemnifiable liability of each of the Eligible Officers and the aggregate amount of indemnifiable liabilities of all the Eligible Officers.

4.4. If at the actual date of indemnification the Company is aware of additional events for which it may be liable due to the granting of the Indemnification Letter to other officers in the Company (hereinafter: "Other Indemnification Cases") and the aggregate amount for which the Company may be liable due to the Indemnification Letter and due to the Other Indemnification Cases exceeds the Maximum Indemnification Amount, the Company shall be entitled to withhold the amount which in its opinion will be necessary for it to meet its obligation also towards the other officers and to pay the balance (in whole or in part, as the case may be) after the final total amount the Company must pay for its aforementioned obligations becomes clear.

4.5. If the Company has paid indemnification amounts to officers in the Company in the amount of the Maximum Indemnification Amount, the Company shall not bear additional indemnification amounts unless the payment of the additional indemnification amounts is approved by the Company's organs that are authorized to approve this increase by law, at the time of payment of the additional indemnification amounts and subject to an amendment of the Company's Articles of Association, if so required by law.

5. Interim Payments

5.1. Upon the occurrence of an event for which the officer may be entitled to indemnification in accordance with the above, the Company shall provide them as an advance on account of the indemnification amount, from time to time, the funds necessary to cover the expenses and other payments of various kinds involved in handling any legal proceeding against them related to that event, including in investigation proceedings, so that the officer will not be required to pay or finance them themselves, all subject to the conditions and provisions in the Indemnification Letter, including the Maximum Indemnification Amount. It is emphasized that the Company will not require the provision of any collateral by them as a condition for transferring the said funds.

5.2. In the event that the Company pays the officer or on their behalf any amounts within the framework of the Indemnification Letter in connection with such a legal proceeding, and it subsequently becomes clear that they are not entitled to indemnification from the Company for those amounts, the provisions of Section 11 below shall apply.

5.3. As part of its obligations, the Company shall also provide collateral as required and/or guarantees that the officer will have to provide according to interim decisions of a court or an arbitrator, including for the purpose of replacing liens imposed on their assets, subject to the limit of the Maximum Indemnification Amount.

6. Indemnification Conditions

6.1. Without derogating from the above, the undertaking for indemnification under the Indemnification Letter is subject to the following conditions:

6.1.1. There is no legal prevention to indemnify the officer.

6.1.2. Indemnification Notice

The officer shall notify the Company of each of the following: (a) a legal or administrative proceeding that is opened against them in connection with an event for which the Indemnification Letter may apply (including any demand, including an investigation by a competent authority, a lawsuit, and an Administrative Enforcement Proceeding), or a threat delivered to the officer in writing attributing to them personal liability for monetary damage (hereinafter: "Legal Proceeding"); (b) circumstances that were brought to their attention and are likely to lead to the opening of a Legal Proceeding.

The officer shall deliver the notice in writing, immediately upon first becoming aware of the Legal Proceeding or the circumstances likely to lead to the opening of a Legal Proceeding (hereinafter: "Indemnification Notice"), and shall deliver without delay to the Company or the Company's representative (after the Company informs the officer of the identity and address of the representative) any relevant document. This obligation shall not apply to the officer where there is a legal prevention from delivering it.

Failure to deliver the Indemnification Notice in accordance with the above shall not release the Company from its obligations under this Indemnification Letter, except in the case where the failure to deliver the Indemnification Notice as stated significantly harms the Company's rights to defend itself in its name (if it is also sued in the same proceeding) and/or in your name against the claim, and to the extent of said harm.

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6.2. The Legal Handling of the event that gives rise to a cause for indemnity under the Letter of Indemnity (hereinafter: "the Legal Handling")

Subject to the terms of the Company's insurance policy, as it may be from time to time, the following provisions shall apply regarding the Legal Handling:

6.2.1. The Company shall be entitled, but not obligated, to participate in the Legal Handling and/or take the Legal Handling upon itself and/or entrust the Legal Handling to any lawyer chosen by the Company (hereinafter: the "Appointed Attorney"), at its responsibility and expense.

a. This right shall not be available to the Company where the Company has initiated proceedings against the officer.

b. The officer shall be entitled to object to the entrustment of the Legal Handling to the Appointed Attorney for reasonable reasons, in which case the provisions of Section 6.2.2 below shall apply.

c. If the Company has taken the Legal Handling upon itself, it shall not be obligated to indemnify the officer for litigation expenses incurred by him regarding the management of the legal defense.

6.2.2. If within 15 days of the Company's receipt of the Indemnity Notice (or a shorter period if required for the purpose of filing a statement of defense or the officer's response to the legal proceeding) the Company has not taken the handling of the legal proceeding upon itself, or if the officer has objected to representation by the Appointed Attorney for reasonable reasons, he shall be entitled to entrust the handling of the legal proceeding to a lawyer of his choice, and the Company shall indemnify him for the other lawyer's fees, provided that the identity of the lawyer and the fee arrangement with him are subject to the approval of the Company's Board of Directors, which shall not refuse except for reasonable reasons. If the full amount of the requested fee is not approved and the officer decides not to waive the services of the lawyer he chose, the officer shall be entitled to receive from the Company the amount of the fee approved for him, and the balance shall be paid by him and at his expense.

6.2.3. The Company and/or the Appointed Attorney shall act within the framework of the Legal Handling to bring the legal proceeding to a conclusion, provide the officer with regular reports on the progress of the proceeding, and consult with him regarding its management.

6.2.4. The Appointed Attorney, in his actions, shall owe a duty of loyalty to the Company and the officer.

6.2.5. If, in the opinion of the Company, the officer, or the lawyer, a conflict of interest exists between the lawyer and the Company or another officer who is a party to the legal proceeding, or there is a concern of such a conflict of interest, the following provisions shall apply:

a. Whoever believes that a conflict of interest exists or may exist shall notify the other parties (the Company, the officer, and/or the lawyer, as applicable).

b. The officer shall be entitled to appoint a lawyer on his behalf to handle his defense, in accordance with the provisions detailed in Section 6.2.2 above.

6.2.6. Notwithstanding the provisions of this section, if the insurance policy applies to the same matter, the officer and the Company shall act in accordance with the provisions of the policy regarding any dispute with the insurer regarding the identity of the representing lawyer, if the provisions of the policy so require, such that the entrustment of the handling to the other representing lawyer will not allow the insurer to be released from its obligation under the policy or to reduce it in any way.

6.3. Settlement or Arrangement

6.3.1. The Company shall not be entitled to bring the legal proceeding to a conclusion by way of settlement or arrangement and shall not be entitled to agree to a settlement or arrangement, as a result of which the officer would be required to pay amounts for which he will not be indemnified under the Letter of Indemnity and which will not be paid in full under the insurance policy, except with the officer's prior written consent.

6.3.2. In the case of a criminal charge against the officer, the Company shall not be entitled to bring the legal proceeding to a conclusion by way of settlement or arrangement unless the officer gives his prior written consent. The officer may refuse to give his consent at his sole discretion and without being required to justify his refusal.

6.4. Decision by way of Arbitration, Mediation, or Conciliation:

6.4.1. The Company shall not be entitled to bring the dispute that is the subject of the legal proceeding to a decision by way of arbitration, mediation, or conciliation, except with the officer's prior written consent, provided that he shall not refuse to give his consent except for reasonable reasons provided to the Company in writing. For the avoidance of doubt, if the dispute in the legal proceeding is transferred for resolution by way of arbitration or mediation or conciliation or in any other way, the Company shall bear all expenses related thereto under the Letter of Indemnity, similar to its obligation in a standard legal proceeding.

6.4.2. Notwithstanding the above, in the case of a criminal charge against the officer, the officer shall be entitled to refuse to give his consent at his sole discretion and without being required to justify his refusal.

7. Cooperation with the Company

7.1. At the Company's request, the officer shall sign any document that authorizes it and/or any such lawyer to handle his defense in his name in a legal proceeding and to represent him in everything related thereto. Also, at the Company's request, and if permitted by law, the officer shall provide to the Company and/or a third party

pursuant to the Company's instructions, immediately, any document requested for the purpose of handling his defense in accordance with the Letter of Indemnity, including a power of attorney.

7.2. The officer shall cooperate with the Company and with any such lawyer as mentioned above in a reasonable manner and as much as required by any of them within the framework of the Legal Handling.

7.3. Furthermore, the officer undertakes to fulfill all instructions of the insurers under any officer liability policy that the Company and/or the officer enter into in connection with the defense in the legal proceeding, as may be required of him within the framework of their handling of the legal proceeding.

8. Coverage of Liabilities

Subject to the provisions of the Letter of Indemnity, the Company shall ensure the coverage of all expenses and other payments of any kind mentioned in Section 3 above, whether it takes the Legal Handling upon itself as mentioned in Section 6.2.1 above or not, in such a way that the officer is not required to pay or finance them himself, and without this detracting from his eligibility under the Letter of Indemnity and/or under the insurance policy.

9. Non-applicability of Indemnity

9.1. The Company shall not be obligated to indemnify the officer under the Letter of Indemnity for any amount paid by him under the terms of a settlement or arbitration agreement in the legal proceeding which he chose to conduct himself unless the Company agreed in writing to said settlement or to the conduct of said arbitration, as applicable. The Company shall not withhold its consent as stated except for reasonable reasons that shall be justified.

9.2. Furthermore, indemnity shall not apply in the case of the officer's admission to a criminal charge in an offense that does not require proof of criminal intent as stated, unless the officer received the Company's prior written consent for this.

9.3. The Company shall not be required to pay under the Letter of Indemnity amounts paid for any event to the officer, for him, or in his stead in any way within the framework of the insurance policy (purchased by the Company) or within the framework of an indemnity undertaking of a third party that is not the Company (except for indemnity by virtue of insurance coverage not arranged by the Company) except for an amount equal to the difference between the indemnity amount to which the officer is entitled under the Letter of Indemnity and the amount paid to the officer for that same event by virtue of the insurance policy and/or the other indemnity agreement as stated above, subject to the limitation regarding the maximum indemnity amount that can be paid under the Letter of Indemnity as stated above.

Nothing in this section shall detract from the officer's rights regarding the Company bearing the deductible specified in the policy and/or the transfer of insurance benefits received by the Company from insurers for the liability of the officer and/or legal expenses incurred by the officer.

9.4. If the Letter of Indemnity is given for the officer's tenure in subsidiaries and/or affiliated companies, the officer shall be entitled to indemnity under this Letter of Indemnity after exhausting all his rights under an insurance policy arranged by the relevant subsidiary and/or affiliated company and under a prior undertaking for indemnity or an indemnity permit he received from the subsidiary.

and/or the relevant affiliated company, if and to the extent they exist. For the avoidance of doubt, it is clarified that the indemnity amount under this Letter of Indemnity shall apply beyond (and in addition to) the amount to be paid (if and to the extent paid) within the framework of the insurance policy arranged by the subsidiary and/or affiliated company and/or the separate indemnity provided by the subsidiary and/or the affiliated company as stated.

10. Payment of Indemnity

Upon the officer's request for payment regarding any case under the Letter of Indemnity, the Company shall take all actions required by law for its payment and shall act to arrange any approval required in connection therewith, if required. If any such approval is required for any payment, and that payment is not approved for any reason, this payment or any part of it that is not approved as stated shall be subject to court approval, and the Company shall act to obtain it.

11. Return of Paid Indemnity Amounts

11.1. In the event that the Company pays the officer or in his stead any amounts within the framework of this letter in connection with such a legal proceeding, including by way of providing legal representation as stated, and it later transpires that the officer is not entitled to indemnity from the Company for those amounts, these amounts shall be considered a loan provided to the officer by the Company, with the addition of: (a) interest at the minimum rate as shall be determined from time to time by law so that it does not constitute a taxable benefit for the loan recipient; (b) linkage differentials. The officer shall return these amounts to the Company when required in writing by it to do so, and according to a payment schedule that the Company shall determine, with the addition of VAT for the interest and linkage differentials according to law.

11.2. In the event it transpires that the charge for which the Company paid indemnity amounts has been canceled or its amount has decreased for any reason, the officer undertakes to assign all his rights for the return of such amount and to perform all necessary actions so that this assignment shall be valid. If he has not done so, the officer must return the said amounts to the Company with the addition of interest and linkage differentials, in accordance with the period and rate of the amounts determined for return from the plaintiff.

12. Providing Securities for the Benefit of the Insurer

12.1. Notwithstanding the provisions of this Letter of Indemnity above (including Section 5 above) and since as detailed in Section 4.2 above the Company's payments shall constitute an "additional layer" beyond the insurance benefits to be paid to the officer by the insurer under the insurance policy, to the extent these are paid, in any event where the officer may be entitled to indemnity, in which the officer is required to incur various expenses and payments involved in handling legal proceedings conducted against him and related to that same event, the officer shall first approach the insurer for the purpose of receiving the funds necessary to cover the said expenses and payments. For this purpose, the Company hereby undertakes to provide for the benefit of the insurer all the securities required by the insurer, as may be required, for the purpose of receiving the said funds, provided that the height of said securities does not exceed the maximum indemnity amount, as defined above.

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12.2 In the event that at a later stage it becomes clear that the officer is not entitled to the funds he will receive, to the extent received, from the insurer, the officer will be required to return the said funds to the insurer immediately in order to bring about the release of the collaterals provided by the Company for the benefit of the insurer. In the event that the officer does not do so immediately, the collaterals provided by the Company to the insurer and realized by it will be considered as a loan which will bear terms as detailed in Section 11 above, mutatis mutandis.

13. Miscellaneous

13.1 The Company undertakes to notify the officer of any event for which the indemnity may apply as soon as possible.

13.2 The Company shall be entitled, at its sole discretion and at any time, to cancel its undertaking for indemnity under this letter, or to change its terms including reducing the maximum indemnity amount thereunder, or narrowing the events to which it applies, whether regarding all officers or regarding some of them, all in relation to events that occur after the date of the change and provided that the Company gave the officer prior notice of its intention to do so, in writing, at least 90 days before the date on which the decision takes effect. For the avoidance of any doubt, it is hereby clarified that any such decision, which results in worsening the terms of this letter or its cancellation, shall not have any type of retroactive application, and the indemnity letter prior to its change or cancellation, as the case may be, will continue to apply and be valid for any matter regarding any event prior to the change or cancellation, even if the proceeding for it was filed against the officer after the change or cancellation of the indemnity letter.

13.3 This letter of indemnity does not detract from the Company's right to decide on any additional indemnity retroactively or in advance and/or to expand any existing indemnity according to the provisions of any law.

13.4 In the event of death (Heaven forbid), all provisions of the letter of indemnity shall apply, mutatis mutandis, to the officer's successor, according to the provisions of the law, including to his estate.

13.5 A waiver, delay, refrain from action, or granting of an extension by the Company or by the officer shall not be interpreted as a waiver, shall not harm the rights and obligations of the parties under the letter of indemnity and/or under any law, and shall not prevent a party from taking all necessary steps to realize its rights.

13.6 The law applicable to the letter of indemnity is the law of the State of Israel.

13.7 The letter of indemnity constitutes the exclusive and exhaustive agreement of the terms and provisions applicable to the engagement between the Company and the officer regarding the subjects discussed therein. This document prevails over any agreement, declaration, contract, and understanding made, if made, between the Company and the officer in the matters stated in the letter of indemnity, whether orally or in writing, prior to the signing of the letter of indemnity.

13.8 If the officer received a previous letter of indemnity from the Company, it is hereby emphasized that the previous letter of indemnity will continue to be in force and will entitle the officer without change regarding all events and actions that occurred in the period prior to the issuance date of this letter of indemnity.

13.9. It is clarified that nothing in this letter of indemnity shall detract, directly or indirectly, from the provisions of an exemption letter that the officer received or will receive from the Company, if such a letter exists.

In witness whereof, the Company has signed, through its duly authorized signatories, on this day ______.

Veridis Environment

Ltd.

I confirm that I have received the letter of indemnity, and I have agreed to all its terms after reading it carefully.

Officer's Signature

Date: _______

Addendum to the Letter of Indemnity

Each of the events detailed above shall apply in connection with the officer's tenure on behalf of the Company as an officer in the subsidiaries and/or related companies, as well as in relation to any country in the world.

Any provision in this addendum above regarding the performance of a certain action shall be interpreted as also referring to its non-performance or refrain from performing that action, and all unless the context in a certain provision requires otherwise.

Subject to the provisions of the law, these are the types of events to which the letter of indemnity shall apply and which, in the opinion of the Company's Board of Directors, are expected in light of the Company's activity at the time of its signing of the letter of indemnity:

Proceedings concerning a transaction or action (as defined in Section 1 of the Companies Law), related to the Company's fields of business, as well as any action or exercise of discretion involved directly and/or indirectly in performing the aforementioned actions including, but not limited to, negotiation for engagement in a transaction, transfer, sale, purchase, lease, rental or encumbrance of assets or liabilities (including securities), or granting or receiving a right in any of them, receiving credit and providing collaterals, as well as any action involved, directly or indirectly, in such a transaction including providing information and documents.
A transaction or action whether it is performed during the Company's ordinary course of business or not performed during the ordinary course of business of the Company and/or its subsidiaries, including a transaction with an interested party, negotiation for engagement in a transaction, due diligence (including its non-existence), engagements in agreements including their performance and/or termination, engagements with external contractors, customers, suppliers, franchisees, service providers or any other third party maintaining any type of business with the Company, as well as transfer, sale, lease, rental, purchase or encumbrance of assets or liabilities (including securities), or granting or receiving a right in any of them, receiving and granting credit and providing or receiving collaterals, including engagements in financing agreements with banks and/or other financial entities for the purpose of financing transactions or engagements performed, real estate management of any type and for any purpose and any action related thereto, including conducting negotiations regarding the purchase of the real estate and its establishment, operation, and sale and any other matter related to all the above as well as any action or exercise of discretion involved directly or indirectly in such transaction or action, and all whether the said transactions and/or actions are completed or not completed for any reason.
Failure to perform full and/or proper due diligence procedures in the Company's investments and/or those of its subsidiary, which resulted in full or partial loss of investments and/or damage to the business of the Company and/or its subsidiary and/or a breach of obligation toward a third party.
Issuance of securities (including a security issuance that did not materialize) in Israel and outside of Israel and/or their registration for trade on the stock exchange in Israel or outside of it, including, but without derogating from the generality of the above, offering securities to the public and/or not to the public according to a prospectus, a private offering, self-purchase of the securities by the Company and/or by the subsidiary and/or by a related company and/or by shareholders in the Company, issuance of bonus shares or offering securities in any other way.
Any action related to the sale, purchase, or holding of tradable securities for or on behalf of the Company.

Actions related to the management, consulting, or other services provided by the Company or the officers in the Company, whether to corporations under the Company's control or to any third party.
Performing a purchase offer and/or a sale offer by the Company or any shareholder and any procedure, opinion, document and/or report related to them, including the Company's Board of Directors' opinion to the offerees in a purchase offer, regarding the feasibility of a special purchase offer according to Section 329 of the Companies Law, or refrain from providing such an opinion.
An event resulting from the Company being a public company or resulting from its securities being offered to the public or resulting from the Company's securities being traded on a stock exchange in Israel or abroad.
A claim or demand in connection with subjects requiring disclosure in a prospectus, including any draft thereof and for which disclosure was not provided as required by any law.
A report or notice submitted under the Companies Law or the Securities Law, including regulations established thereunder, or according to rules or guidelines practiced in the stock exchange in Israel or abroad, or a law of another country regulating similar matters and/or refrain from submitting such a report or notice.
Discussion and decision-making and providing report and disclosure in the Company's reports including providing an evaluation regarding the effectiveness of internal control and additional subjects included in the Company's Board of Directors' report, as well as providing statements and reference to the financial statements.
Providing notice of personal interest, and participation and decision-making in meetings of the Company's Board of Directors and its committees.
Decisions and/or actions related to transactions with interested parties, as defined for these transactions in the Fifth Chapter of the Sixth Part of the Companies Law.
Adoption of external opinion findings for the purpose of issuing an immediate report, prospectus, financial statements or any other disclosure document according to securities laws.
Any action in connection with the financial statements including the manner of applying accounting standards, preparation and signing of the financial statements of the Company and the subsidiaries, consolidated or separate, as the case may be, and their approval, including decision-making regarding the operation of accounting rules and/or financial reporting standards and restatement in the financial statements as well as in connection with business plans or forecasts.
Any action and/or decision regarding distribution, as defined in the Companies Law, including distribution with court approval, including purchase of the Company's shares provided that indemnity for such action is permitted by law and any claim or demand in connection with the distribution of dividends to the Company's shareholders.

17.

Change of the Company's structure or its reorganization or any decision regarding them, including, but without derogating from the generality of the above, liquidation, sale of assets and/or Company business (all or part), merger, spin-off, change in the Company's capital, establishment of subsidiaries, their liquidation or sale, allocation or distribution.

Amendments, changes and formulation of arrangements between the Company and/or its subsidiary and the shareholders, bondholders, banks and/or creditors of the Company or companies held by it, and including amendments to trust deeds and BONDS and the outline and arrangement documents in their entirety.

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Any event and/or action for which indemnity can be granted under the Securities Law.
Actions related to the issuance of licenses, building permits or permits and/or approvals of any kind and type, including control permits and holdings in companies and exemptions regarding antitrust.
Any transaction or action on matters related, directly or indirectly, to economic competition and including restrictive arrangements, mergers and monopolies.
Participation in tenders and/or conducting them and/or winning tenders and any other business and/or entrepreneurial activity.
Expressions, statements including the expression of a position or opinion made in good faith by the officer during and by virtue of his role, including in negotiations and engagements with suppliers or customers, including within management meetings, the board of directors or any of its committees, and including in the media.
Action contrary to the company's articles of association provided it was done in good faith and there was a reasonable basis to assume that the action would not harm the company's best interests.
Action or decision regarding employer-employee relations including negotiation, engagement and implementation of personal or collective labor agreements, employee promotion, employee benefits, including handling pension arrangements, insurance, provident or savings funds, loans to employees and allocation of securities to employees.
Action or decision concerning occupational safety and health, whether alleged to have caused bodily injury or whether they caused property damage, and action or decision concerning work conditions including work conditions at the company's various sites.
Any claim or demand filed by a third party suffering from physical injury or damage to business or personal property including loss of use thereof and including business interruption during any act or omission attributed to the company, or accordingly to its employees, agents or other persons acting or claiming to act on behalf of the company, whether the damage results from an accidental event or whether the damage results from a gradual and cumulative process including due to environmental pollution.
Any claim or demand filed by buyers, owners, lessors, lessees or other holders of assets for damages or losses related to the use of said assets.
Any action or failure in arranging insurance and/or in risk management, including any claim or demand regarding an act or alleged omission that caused the failure to arrange proper insurance arrangements as well as any matter regarding negotiations regarding insurance agreements, engagement in insurance agreements, insurance policy terms and the activation of insurance policies.
Coverage of deductible in case of activation of officer liability insurance.

Any action regarding environmental quality and including hazardous materials as well as a claim or demand regarding circumstances that allegedly create any type of violation of environmental laws, regulations, business licenses, environmental licenses, permits, or additional licenses and approvals required by environmental laws and/or by any law including and/or causing environmental disturbances including noise.
Everything concerning the planning, construction, renovation and/or maintenance and/or operation of sites/facilities/plants/engineering facilities, including the performance of contracting works, occupational safety and handling the issuance of permits (including building permits, Form 4 and completion certificates) and licenses (including business licensing) and everything involved and related to urban building plans and planning procedures vis-a-vis planning authorities and/or local authorities.
Any action concerning the Consumer Protection Law, 5741-1981 and/or orders and/or regulations thereunder, as well as any other law of a consumer nature, and secondary legislation that shall apply by virtue thereof and/or any foreign law in this field.
Formulation of work plans, including pricing, marketing, distribution, instructions to employees, customers and suppliers and collaborations with competitors.
Any administrative, public, judicial action, orders, judgments, claims, demands, demand letters, instructions, allegations, investigations, proceedings (including administrative enforcement proceedings) or notices regarding non-compliance or violation of an action of a governmental authority or other body, in Israel or outside of it, claiming failure to fulfill a provision of a law, regulation, order, ordinance, rule, practice, instruction, licensing, guideline, policy and/or judgment by the company and/or by the officers of the company within the scope of their role in the company.
Providing information, representations, opinions, reports, notices and submission of applications to state authorities and other authorities, including to any competent authority according to any law in Israel or outside of Israel, including but without derogating from the generality of the aforesaid, the Companies Law including regulations installed by virtue thereof, or according to the provisions of the tax laws applicable to the company, and documentation required according to any law and/or the avoidance of submitting such a report or notice or information.
Any claim and/or demand regarding non-disclosure or failure to provide any type of information at the required time according to law and/or regarding incomplete, misleading or deficient disclosure of such information, to third parties and including to security holders of the company and/or to potential security holders, including in everything regarding issuance, allocation, tender offer, distribution, purchase, holding and/or affiliation to securities of the company and/or any other investment activity involving and/or affected by the securities of the company and including in case of a merger of the company with another company, and to tax authorities, National Insurance, Investment Center, Ministry of Environmental Protection, local authorities and any governmental, institutional and/or professional association or other body.
Any action related to the intellectual property of the company and its protection, including registration or enforcement of intellectual property rights and defense in claims regarding them, and an infringement committed or alleged to have been committed or misuse of intellectual property rights of a third party including, but not limited to, patents, designs, trademarks, copyrights and the like.
Management of the company's investment portfolio and management of the bank accounts in which the company operates in banks and performing actions or their derivatives, including in everything regarding foreign currency transactions (including foreign currency deposits), securities (including a

repurchase transaction in securities and lending and borrowing of securities), loans and credit facilities, debit cards, bank guarantees, letters of credit, investment advisory agreements including with portfolio managers, hedging transactions, warrants, futures, derivatives, swap transactions and the like.

Events and actions regarding investments made by the company in various corporations, before or after making the investment, including for the purpose of entering into a transaction, its execution, development, monitoring and supervision over it.
Non-fulfillment of the requirements of any law, including regarding the supply and distribution of products (including non-compliance with relevant standards, failure to provide warnings as required and the like), their production, development and engagement with third parties.
Breach of provisions of any agreement to which the company and/or its subsidiary is a party, whether actually committed or whether it is alleged to have been committed.
Action regarding the tax liability of the company and/or a subsidiary and/or the shareholders of any of them.
Any claim and/or demand filed directly or indirectly regarding an action and/or an omission in full or in part, by the company and/or by the officers, managers and/or employees of the company, in everything regarding payment, reporting and/or documentation of documents, to one of the state authorities, a foreign authority, municipal authorities and/or any other payment required according to the laws of the State of Israel, including income tax payments, sales tax, land appreciation tax, transfer taxes, excise, value added tax, stamp duty, customs, national insurance, salaries and/or withholding of wages to employees and/or other delays, including any type of interest and linkage differentials.
Events that affected or could have materially affected the profitability of the company or its property or its rights or its obligations.
Investigation by state authorities.
Any action regarding voting in held companies.
Any action regarding the tenure of a director as a member of a committee of any of the board committees.
Any claim and/or demand filed by a lender or creditor or anyone claiming to be a lender or creditor, regarding funds loaned by them and/or debts of the company towards them.
Proceedings or events regarding the company's computer systems or computer systems with which the company operates, with information security in the company, including in everything regarding cyber events, ransomware events, encryption or any other event within which the company's computer systems or its other critical systems may be harmed.
Each of the events detailed above, regarding the tenure of an officer in the company (including due to his tenure as an officer in subsidiaries of the company) by virtue of his role as an officer and/or as an employee and/or as an observer in meetings of competent organs of subsidiaries of the company and/or a related corporation.

Veridis Environment Ltd.

("The Company")

Letter of Exemption for Officers

Date: ____

Mr. Gil Agmon (hereinafter: "the Officer")

Dear Sir,

Re: Letter of Exemption from Liability

Whereas

the company is entitled to grant an exemption in advance to an officer in the company from liability subject to the conditions detailed in the regulations and the provisions of any law;

Whereas

the company has made the required decisions according to any law for granting a commitment in advance to exempt officers in the company, in accordance with this letter of exemption from liability (hereinafter: "the Exemption Letter");

And Whereas

you serve and/or served and/or you may serve as an officer in the company and/or in subsidiaries or partnerships and/or related companies of the company and/or that you are employed and/or were employed and/or you may be employed in the company and/or in subsidiaries or partnerships and/or related companies or partnerships of the company.

Therefore, the company confirms and undertakes towards you as follows:

1. Headings and Definitions

1.1. The headings in the Exemption Letter are intended for convenience purposes and shall not be used for the purpose of interpreting this letter of exemption from liability or any of its provisions.

1.2. In this letter of exemption, the following terms shall have the meaning recorded beside them, unless another intention is implied from the context. Any other term or expression in this exemption letter shall have the meaning given to it in the Companies Law, and in the absence of a definition in the Companies Law, the meaning given to it in the Securities Law, unless explicitly stated otherwise, or if the wording requires a different interpretation. And these are the terms:

"Companies Law"	-	The Companies Law, 5759-1999, as will be changed from time to time;

"Securities Law"	-	The Securities Law, 5728-1968, as will be changed from time to time;
"Company"	-	A company, registered partnership or limited partnership;
"Subsidiary" or "Subsidiaries"	-	Any company in which the company is a controlling shareholder, as the meaning of "control" in the Securities Law, and also for the purpose of this exemption letter – any related company of the company and/or other corporation and including a private company under its control, through which the officer acts as such in the company and/or in a subsidiary and/or in a related company of the company and/or in another corporation.

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"Affiliated Company"
- as this term is defined in the Securities Law and also for the purpose of this exemption letter – any other company or corporation that is not the Company or a subsidiary, in which the Company and/or its subsidiary holds rights, directly or indirectly, or has an interest in.

"Action"
- any decision and/or action, whether by act or omission, including a decision and/or action during the term of office or employment of the officer that was made before the date of the exemption letter.

"The Articles"
- the Articles of Association of the Company, as amended from time to time.

2. Validity of the Exemption Letter

Subject to everything stated below in this exemption letter, it is hereby clarified that this exemption letter shall be in effect only from the date of its approval by the Company's organs, where the officer will be required to sign at the end of this exemption letter and deliver the signed copy to the Company; however, the failure to sign by the officer shall not prejudice the validity of the exemption letter.

3. Exemption from Liability

Subject to the limitations set forth in the Articles and in the provisions of the law as they may be from time to time and which cannot be conditioned upon, the Company hereby exempts the officer, in advance and retroactively, from his liability, in whole or in part, for damage, whether direct or indirect, due to a breach of the duty of care toward the Company (except for a breach of the duty of care in distribution, as the term is defined in the Companies Law) and/or due to any other breach for which the law allows the Company to exempt an officer, which was caused as a result of his actions in good faith and by virtue of being an officer and/or employee of the Company and/or subsidiaries and/or affiliated companies of the Company, as they may be from time to time.

4. Exemption Period

The Company's undertaking to exempt under this exemption letter shall stand to the benefit of the officer and/or to the benefit of his estate without time limit, even after the termination of his role in managing the Company and/or termination of his employment in the Company and/or his tenure as an officer in the Company and/or his tenure as an officer in subsidiaries, as the case may be, provided that the actions for which the exemption is granted were performed during the performance of his role as aforesaid and regardless of the date of discovery of the event for which the officer is entitled to exemption from liability under this exemption letter.

5. Miscellaneous

5.1. The Company's obligations under this exemption letter shall be interpreted broadly and in a manner intended to fulfill them, as much as permitted by law, for the purpose for which they were intended. Should it be determined that any provision of this exemption letter is unenforceable and/or invalid for any reason and/or in case of a contradiction between any provision in this exemption letter and provisions of the law that cannot be conditioned upon, changed, or added to, the said provision of the law shall prevail, but this shall not prejudice or detract from the validity of the rest of the provisions in this exemption letter.

5.2. The Company shall be entitled, at its sole discretion and at any time, to cancel the exemption under this exemption letter, or to change any of its conditions, whether regarding all officers or regarding part of them, as it relates to events

that occur after the date of the change – provided that it gave the officer prior notice of its intention to do so, in writing, at least 90 days before the date on which its decision takes effect. For the removal of any doubt, it is hereby clarified that any such decision, which worsens the terms of this exemption letter or cancels it, shall not have any type of retroactive application, and the exemption letter before its change or cancellation, as the case may be, will continue to apply and be valid for all intents and purposes regarding any event prior to the change or cancellation.

5.3. For the avoidance of doubt, it is hereby determined that this exemption letter does not constitute a contract for the benefit of any third party, including an insurer, and is not assignable. For the removal of doubt, in the event of death (God forbid), this exemption letter shall apply to the successor of the officer according to the provisions of any law, including his estate.

5.4. No waiver, delay, refrainment from action, or granting of an extension by the Company or by the officer shall be interpreted under any circumstances as a waiver and shall not prejudice the rights and obligations of the parties under this exemption letter and/or under any law.

5.5. The law applicable to this exemption letter is the law of Israel.

5.6. This exemption letter constitutes the exclusive and exhaustive agreement of the terms and provisions applicable to the engagement between the Company and the officer regarding the subjects discussed herein. This document prevails over any agreement, representation, contract, and understanding made, if made, between the Company and the officer in the matters mentioned in this exemption letter, whether orally or in writing, before this letter was signed, to the extent that they contradict the Company's obligations under this exemption letter.

5.7. To the extent that the officer was given a previous exemption letter and/or an indemnification letter, it is hereby emphasized that these will continue to apply in full, without change, in relation to all events and causes they cover. Nothing in this exemption letter shall detract from the Company's obligation to indemnify as detailed in the indemnification letter given and/or to be given to you by the Company.

In witness whereof, the Company has signed, by its duly authorized signatories, on ____.

Veridis Environment Ltd.

I confirm receipt of this letter and confirm my agreement to all its terms :

Officer's Signature

Date :

Appendix C - Exemption and Indemnification Letters for Mr. Ehud Adam

Veridis Environment Ltd.

("the Company")

Date : ____

To :

Ehud Adam (hereinafter: "the Officer")

Dear Sir/Madam,

Subject: Letter of Undertaking for Indemnification of an Officer

Whereas

The Company is entitled to give an undertaking in advance to indemnify officers in the Company from liability subject to the conditions detailed in the Articles and the provisions of any law;

Whereas

The Company has made the decisions required by any law for granting an undertaking in advance to indemnify officers in the Company, in accordance with this indemnification undertaking letter (hereinafter: "the Indemnification Letter");

Whereas

You serve and/or have served and/or may serve as an officer in the Company or you are employed and/or have been employed and/or may be employed in the Company and/or in subsidiaries and/or affiliated companies of the Company.

Therefore, the Company confirms and undertakes to you as follows:

1. Introduction, Headings, and Definitions

1.1. The preamble and the appendix to the Indemnification Letter constitute an integral part of it.

1.2. The headings in the Indemnification Letter are intended for convenience and shall not be used for interpreting the Indemnification Letter or any of its provisions.

1.3. The following terms in the Indemnification Letter shall have the meaning written next to them, unless another intention is implied from the context:

"Another person" - including in the case of a claim filed against the officer by way of a derivative action.

"Companies Law" - the Companies Law, 5759-1999, as amended from time to time.

"Securities Law" - the Securities Law, 5728-1968, as amended from time to time.

"Officer" - as this term is defined in the Companies Law, including any person the Company decides to grant an indemnification letter.

"Subsidiary" or "Subsidiaries" -

a corporation in which the Company is a controlling shareholder, as the meaning of "control" in the Securities Law and also for the purpose of the Indemnification Letter - any affiliated company, as defined in the Securities Law, of the Company and/or another corporation, including a private company under its control, through which the officer acts as such in the Company and/or in a subsidiary and/or in an affiliated company of the Company and/or in another corporation.

"Affiliated Company"

as this term is defined in the Securities Law and also for the purpose of the Indemnification Letter - any other corporation that is not the Company or a subsidiary, in which the Company and/or its subsidiary holds rights, directly or indirectly, or has an interest in.

"Action"

any decision and/or action, whether by act or omission, including a decision and/or action during the term of office or employment of the officer that was made before the date of the Indemnification Letter.

"Administrative Enforcement Proceeding"

a proceeding according to Chapters H3, H4, or I1 of the Securities Law, a proceeding according to Article D of the Fourth Chapter in Part Nine of the Companies Law, and a proceeding according to Chapter G1 of the Economic Competition Law, 5748-1988.

"The Policy" or "Insurance Policy"

a policy for directors' and officers' liability insurance purchased, if purchased, or that will be purchased, if purchased, by the Company, whether in one policy or in more than one policy.

"Incorporation Documents"

the Company's Articles, as amended from time to time.

1.4 Any other term or expression in the Indemnification Letter shall have the meaning given to it in the Companies Law, and in the absence of a definition in the Companies Law, it shall have the meaning given to it in the Securities Law, unless explicitly stated otherwise or if the text requires a different interpretation.

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2. Validity of the Indemnification Letter

2.1

The Indemnification Letter shall be in effect only from the date of its approval by the Company's organs, where the officer will be required to sign it in the designated place and deliver the signed copy to the Company; however, the lack of signature by the officer shall not prejudice the validity of the Indemnification Letter. It is hereby agreed that if the officer received a prior undertaking from the Company for indemnification, his consent to receive this Indemnification Letter constitutes his irrevocable consent that the total of the Company's obligations for indemnification shall not exceed what is stated in this Indemnification Letter. Nonetheless, the officer's consent to receive this Indemnification Letter shall not detract from the validity of the previous Indemnification Letter regarding the officer's term of office prior to the granting of this Indemnification Letter.

2.2

The Company's obligations for indemnification under the Indemnification Letter shall stand for the benefit of the officer and/or for the benefit of his legal successor, including an estate, without time limitation, even after the end of his term as an officer in the Company and/or in subsidiaries and/or in affiliated companies, as the case may be, regardless of the date of discovery of the event for which he is entitled to indemnification under this Indemnification Letter, provided that the actions for which the undertaking for indemnification is given were performed during his tenure as an officer in the Company and/or in subsidiaries and/or in affiliated companies, and including in relation to actions that began before the date of the Indemnification Letter, even if the undertaking for indemnification is not renewed in the future.

2.3

The Company's obligations within the framework of the Indemnification Letter are subject to the provisions of the Company's incorporation documents and the provisions of the law that cannot be stipulated against, and in particular to any legal prevention of indemnifying the officer, as far as there may be (hereinafter together: the "Binding Provisions").

2.4

The Company's obligations under the Indemnification Letter shall be interpreted broadly and in a manner intended to fulfill them, as far as permitted by law, for the purpose for which they were intended. Should it be determined that any of the provisions of the Indemnification Letter is unenforceable and/or that it is invalid for any reason and/or in case of a contradiction between any provision in the Indemnification Letter and a Binding Provision that cannot be stipulated against, changed, or added to, the said Binding Provision shall prevail, but this shall not prejudice or detract from the validity of all other provisions of the Indemnification Letter.

3. Commitment to Indemnification and Grounds for Indemnification

3.1

The Company hereby undertakes to indemnify the officer in advance for each of the following liabilities and expenses (hereinafter: "Grounds for Indemnification"):

3.1.1

A financial liability imposed on the officer in favor of another person according to a judgment, including a judgment given in a settlement or an arbitrator's award approved by a court. The undertaking to provide indemnification according to this section is limited to one or more of the events detailed in the appendix to the Indemnification Letter (hereinafter: the "Appendix"), which in the opinion of the Company's board of directors are expected in light of the Company's actual activity at the time the undertaking for indemnification is given, provided that the maximum indemnification amount that the Company will pay to all officers in aggregate, in relation to said liability, according to all indemnification letters granted and/or to be granted to officers by the Company from time to time, shall not exceed an amount equal to 25% of the Company's equity according to its

latest financial reports of the Company, as of the date of actual indemnification, or fifty million NIS, whichever is higher (hereinafter: "Maximum Indemnification Amount"), which is an amount that the Company's board of directors determined to be reasonable under the circumstances;

3.1.2. Reasonable litigation expenses, including attorney's fees, incurred by the officer due to an investigation or proceeding conducted against him by an authority authorized to conduct an investigation or proceeding, and which ended without an indictment being filed against him and without a financial obligation being imposed on him as an alternative to a criminal proceeding, or that ended without an indictment being filed against him but with a financial obligation being imposed as an alternative to a criminal proceeding for an offense that does not require proof of criminal intent or in connection with a monetary sanction. In this paragraph, the terms "termination of a criminal proceeding without filing an indictment in a matter in which a criminal investigation was opened" and "financial obligation as an alternative to a criminal proceeding" shall have the meaning assigned to them in Section 260(a)(1a) of the Companies Law;

3.1.3. Reasonable litigation expenses, including attorney's fees, incurred by the officer or which he is ordered to pay by a court, in a proceeding filed against him by the Company or on its behalf or by another person, or in a criminal charge from which he is acquitted, or in a criminal charge in which he is convicted of an offense that does not require proof of criminal intent;

3.1.4. Expenses incurred by the officer in connection with an administrative enforcement proceeding, including reasonable litigation expenses, and including attorney's fees;

3.1.5. Payment to a victim of a breach as stated in Section 52nd(a)(1)(a) of the Securities Law under Chapter H'4 of the Securities Law;

3.1.6. Any other liability or expense incurred by the officer, permitted for indemnification by law, as amended from time to time.

3.2. Subject to the provisions of any law, the Company shall not indemnify the officer for a financial liability imposed on him or expenses he is ordered to pay or incurs due to one of the following:

3.2.1. Breach of fiduciary duty toward the Company or toward its subsidiary or affiliated company, except for a breach of fiduciary duty in good faith where the officer had a reasonable basis to assume that the action would not harm the best interests of the Company and/or its subsidiary and/or the affiliated company.

3.2.2. Breach of the duty of care toward the Company intentionally or recklessly, unless it was done with negligence only.

3.2.3. An action taken with the intent to produce unlawful personal profit.

3.2.4. A fine, civil fine, monetary sanction, or monetary composition imposed on the officer.

3.2.5. An administrative enforcement proceeding except as detailed in sections 3.1.4-3.1.5 above.

3.2.6. A claim, including a counterclaim, by the Company following a claim filed by the officer against the Company, in which the Company prevailed against the officer.

4. Additional Provisions

4.1. It is hereby clarified that the aforementioned indemnification payment shall not prejudice the right of the officer and/or the Company to receive insurance benefits for events that establish grounds for indemnification, secured in the insurance policy, subject to the provisions of Section 9.3 below. It is also clarified that the indemnification shall apply to deductible amounts that the officer will be required to pay by virtue of the insurance policy. It is explicitly emphasized that the Company's payments under the Indemnification Letter shall constitute an "additional layer" beyond the total insurance benefits that will be paid by the insurer under the insurance policy, if such are paid.

4.2. It is emphasized that this undertaking for indemnification does not constitute a contract for the benefit of any third party, including any insurer, and it is not assignable. No third party, including an insurer, shall have any right to demand participation from the Company in a payment that an insurer is obligated to pay according to an insurance agreement made with it, except for the deductible mentioned in the policy as stated.

4.3. If the total indemnification amounts that the Company is required to pay to the officers in the Company exceeds at any time the Maximum Indemnification Amount or the balance of the Maximum Indemnification Amount (as it exists at that time), the Maximum Indemnification Amount or its balance shall be divided among the officers who are entitled to indemnification for demands they submitted to the Company and were not paid to them before that time (hereinafter: "Eligible Officers"), in such a way that the indemnification amount that each of the Eligible Officers receives, in practice, shall be calculated according to the ratio between the amount of the indemnifiable liability of each of the Eligible Officers and the amount of the indemnifiable liabilities of all Eligible Officers in aggregate.

4.4.

If at the time of actual indemnification the Company is aware of additional events that it might be liable for due to the granting of the Indemnification Letter to other officers in the Company (hereinafter: "Other Indemnification Cases") and the cumulative amount the Company might be liable for regarding the Indemnification Letter and regarding the Other Indemnification Cases exceeds the Maximum Indemnification Amount, the Company shall be entitled to withhold the amount which in its opinion will be necessary for it to fulfill its commitment also toward the other officers and to pay the balance (in whole or in part, as the case may be) after the final total amount that the Company must pay for its aforementioned commitments is clarified.

4.5. If the Company paid indemnification amounts to officers in the Company in the total amount of the Maximum Indemnification Amount, the Company shall not bear additional indemnification amounts unless the payment of the additional indemnification amounts is approved by the organs in the Company authorized to approve this increase by law, at the time of payment of the additional indemnification amounts and subject to the change of the Company's TASE Regulations, if so required by law.

5. Interim Payments

5.1. Upon the occurrence of an event for which the officer may be entitled to indemnification as stated above, the Company shall place at his disposal as an advance on account of the indemnification amount, from time to time, the funds necessary to cover expenses and other payments of all kinds involved in handling any legal proceeding against him related to that event, including in investigation proceedings, in a way that the officer will not be required to pay or finance them himself, all subject to the terms and provisions in writing.

the indemnification including the Maximum Indemnification Amount. It should be emphasized that the Company will not demand, as a condition for transferring the said funds, the provision of any collateral by you.

5.2. In the event that the Company pays the officer or on his behalf any amounts within the framework of the Indemnification Letter in connection with a legal proceeding as stated, and it later turns out that he is not entitled to indemnification from the Company for those amounts, the provisions of Section 11 below shall apply.

5.3. As part of its obligations, the Company will also provide collateral that will be required and/or a guarantee that the officer will have to provide according to interim decisions of the court or an arbitrator, including for the purpose of replacing attachments that will be placed on his assets, subject to the limit of the Maximum Indemnification Amount.

6. Indemnification Conditions

6.1. Without detracting from the above, the undertaking for indemnification under the Indemnification Letter is subject to the conditions detailed below:

6.1.1. There is no legal prevention to indemnify the officer.

6.1.2. Indemnification Notice

The officer shall notify the Company of each of the following: (a) a legal or administrative proceeding that will be opened against him in connection with an event for which the Indemnification Letter may apply (including any demand, including an investigation by a competent authority, a legal claim, and an administrative enforcement proceeding), or a threat delivered to the officer in writing attributing to him personal responsibility for financial damage (hereinafter: "Legal Proceeding"); (b) circumstances brought to his attention that may lead to the opening of a Legal Proceeding.

The officer shall deliver the notice in writing, immediately upon first becoming aware of the Legal Proceeding or the circumstances that may lead to the opening of a Legal Proceeding (hereinafter: "Indemnification Notice"), and shall deliver without delay to the Company or the Company's representative (after the Company informs the officer about the identity of the representative and his address) any relevant document. This duty shall not apply to the officer where there is a legal prevention to deliver it.

Failure to deliver the Indemnification Notice as stated above shall not release the Company from its obligations under this Indemnification Letter, except in the event that the failure to deliver the Indemnification Notice as stated will materially prejudice the Company's rights to defend itself in its name (in case it is also sued in the same proceeding) and/or in your name against the claim and to the extent of the said prejudice.

6.2. Legal treatment of the event establishing a cause for indemnification under the Indemnification Letter (hereinafter: "Legal Treatment")

Subject to the terms of the Company's insurance policy, as it will be from time to time, the following provisions shall apply regarding the Legal Treatment:

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6.2.1. The Company shall be entitled, but not obligated, to participate in the Legal Proceedings and/or to take the Legal Proceedings upon itself and/or to entrust the Legal Proceedings to any lawyer chosen by the Company (hereinafter: the "Appointed Lawyer"), at its responsibility and expense.

A. This right shall not be available to the Company where the Company has initiated proceedings against the officer.

B. The officer shall be entitled to object to entrusting the Legal Proceedings to the Appointed Lawyer for reasonable grounds, and then the provisions of section 6.2.2 below shall apply.

C. Should the Company take upon itself the Legal Proceedings, it shall not be obligated to indemnify the officer for litigation expenses incurred by him regarding the management of the legal defense.

6.2.2. If within 15 days of receiving the Indemnification Notice by the Company (or a shorter period if required for the purpose of filing a statement of defense or the officer's response to the Legal Proceedings) the Company has not taken upon itself the handling of the Legal Proceedings or if the officer objected to representation by the Appointed Lawyer for reasonable grounds, he shall be entitled to entrust the handling of the Legal Proceedings to a lawyer of his choice, and the Company shall indemnify him for the other lawyer's fees, provided that the identity of the lawyer and the fee arrangement with him shall be subject to the approval of the Company's Board of Directors, which shall not refuse except for reasonable grounds. If the full amount of the requested fee was not approved and the officer decided not to waive the services of the chosen lawyer, the officer shall be entitled to receive from the Company the amount of the fee approved for him, and the balance shall be paid by him and at his expense.

6.2.3. The Company and/or the Appointed Lawyer shall act within the framework of the Legal Proceedings to bring the Legal Proceedings to a conclusion, shall provide the officer with ongoing reports on the progress of the proceedings and shall consult with him regarding its management.

6.2.4. The Appointed Lawyer, in his action, shall owe a duty of loyalty to the Company and the officer.

6.2.5. If in the opinion of the Company, the officer or the lawyer there exists a conflict of interest between the lawyer and the Company or another officer who is a party to the Legal Proceeding, or a fear of such conflict of interest, the following provisions shall apply:

A. Whoever believes there is or may be a conflict of interest shall notify the other parties (the Company, the officer and/or the lawyer, as the case may be).

B. The officer shall be entitled to appoint a lawyer on his behalf to handle his defense, in accordance with the provisions detailed in section 6.2.2 above.

6.2.6. Notwithstanding the provisions of this section, if the insurance policy applies to the same matter, the officer and the Company shall act in accordance with the provisions of the policy regarding any disputes with the insurer concerning the identity of the representing lawyer, if the policy provisions so require, in a manner that entrusting the handling to the other representing lawyer will not allow the insurer to be released from its obligation under the policy or to reduce it in any way.

6.3. Compromise or Settlement

6.3.1. The Company shall not be entitled to bring the Legal Proceedings to a conclusion by way of compromise or settlement and shall not be entitled to agree to a compromise or settlement, as a result of which the officer would be required to pay amounts for which he will not be indemnified under the letter of indemnity and which will not be paid in full under the insurance policy, except with the officer's prior written consent.

6.3.2. In the case of a criminal charge against the officer, the Company shall not be entitled to bring the Legal Proceedings to a conclusion by way of compromise or settlement unless the officer gives his prior written consent. The officer may refuse to give his consent at his sole discretion and without being required to justify his refusal.

6.4. Decision by way of arbitration. mediation or conciliation:

6.4.1. The Company shall not be entitled to bring the dispute which is the subject of the Legal Proceedings to a decision by way of arbitration, mediation or conciliation, except with the prior written consent of the officer, provided that he shall not refuse to give his consent except for reasonable grounds to be provided to the Company in writing. For the avoidance of doubt, if the dispute in the Legal Proceedings is transferred for resolution by way of arbitration or mediation or conciliation or in any other way, the Company shall bear all expenses related thereto according to the letter of indemnity similar to its obligations in a regular legal proceeding.

Cooperation with the Company

7.1. At the Company's request, the officer shall sign any document that authorizes it and/or any such lawyer to handle his defense in a legal proceeding in his name and to represent him in everything related thereto. Also, at the Company's request, and if permitted by law, the officer shall immediately provide the Company and/or a third party in accordance with the Company's instructions, any document requested for the purpose of handling his defense in accordance with the letter of indemnity, including a power of attorney.

7.2. The officer shall cooperate with the Company and with any such lawyer as stated above in a reasonable manner and as much as required by any of them within the framework of the Legal Proceedings.

7.3.

Furthermore, the officer undertakes to comply with all the instructions of the insurers under any liability policy for officers in which the Company and/or the officer enter into in connection with the defense in the Legal Proceedings, as required of him within the framework of their handling of the legal proceedings.

8. Coverage of Liabilities

Subject to the provisions of the letter of indemnity, the Company shall ensure coverage of all expenses and other various payments mentioned in section 3 above, whether it takes the legal handling upon itself as stated in section 6.2.1 above or not, in a manner that the officer shall not be required to pay them or finance them himself, and without prejudice to his entitlement under the letter of indemnity and/or under the insurance policy.

9. Non-applicability of Indemnification

9.1. The Company shall not be obligated to indemnify the officer under the letter of indemnity for any amount paid by him under the terms of a settlement agreement or arbitration in a legal proceeding which he chose to conduct himself unless the Company agreed in writing to the same settlement or the conduct of the same arbitration, as the case may be. The Company shall not withhold its consent as stated except for reasonable grounds that shall be reasoned.

9.2. Furthermore, the indemnification shall not apply in the case of a confession by the officer to a criminal charge in an offense that does not require proof of criminal intent as stated, unless the officer received the Company's prior written consent thereto.

9.3. The Company shall not be required to pay under the letter of indemnity amounts paid for any event to the officer, for him or in his place in any way within the insurance policy (purchased by the Company) or within an indemnification commitment of a third party that is not the Company (except for indemnification under an insurance coverage not arranged by the Company) except for an amount in the height of the difference between the indemnification amount to which the officer is entitled under the letter of indemnity and the amount paid to the officer for the same event under the insurance policy and/or other indemnification agreement as stated above, subject to the limitation regarding the maximum indemnification amount that can be paid under the letter of indemnity as stated above.

Nothing in this section shall prejudice the officer's rights regarding the Company's bearing of the deductible specified in the policy and/or the transfer of insurance proceeds received by the Company from insurers for the officer's liability and/or legal expenses incurred by the officer.

9.4. If the letter of indemnity is given regarding the officer's tenure in subsidiaries and/or affiliated companies, the officer shall be entitled to indemnification under this letter of indemnity after exhausting all his rights under an insurance policy conducted by the relevant subsidiary and/or affiliated company and under a prior commitment for indemnification or permission for indemnification received from the relevant subsidiary and/or affiliated company, if and as they exist. For the avoidance of doubt, it will be clarified that the indemnification amount under this letter of indemnity shall apply over (and in addition to) the amount paid (if and to the extent paid) within the insurance policy conducted by the subsidiary and/or affiliated company and/or the separate indemnification given by the subsidiary and/or affiliated company as stated.

10. Payment of Indemnification

Upon the officer's request for payment in connection with any case under the letter of indemnity, the Company shall take all necessary actions by law for its payment, and shall act for the arrangement of any approval required in connection therewith, if required. If any such approval is required for any payment, and that payment is not approved for any reason, this payment or any part thereof that is not approved as stated shall be subject to court approval and the Company shall act to obtain it.

11. Return of Indemnification Amounts Paid

11.1. In the event that the Company pays the officer or in his place any amounts within this letter in connection with a legal proceeding as stated, including by way of providing legal representation as stated, and it later turns out that the officer is not entitled to indemnification from the Company for those amounts, these amounts shall be considered a loan given to the officer by the Company, with the addition of: (a) bank of Israel interest at the minimum rate as determined from time to time by law so that it does not constitute a taxable benefit in the hands of the loan recipient; (b) linkage differentials. The officer shall return these amounts to the Company when required in writing by it to do so, and according to a payment arrangement that the Company shall determine, with the addition of VAT for the interest and linkage differentials according to the law.

11.2. In the event that it turns out that the liability for which the Company paid indemnification amounts was canceled or its amount decreased for any reason, the officer undertakes to assign all his rights to the return of such an amount and to perform all necessary actions so that this assignment shall be valid. If he did not do so, the officer must return the said amounts to the Company with the addition of interest and linkage differentials, in accordance with the period and rate of the amounts determined for return from the plaintiff.

12. Provision of Collateral to the Insurer

12.1. Notwithstanding the provisions of this letter of indemnity above (including section 5 above) and since as detailed in section 4.2 above the Company's payments will constitute an "additional layer" beyond the insurance proceeds to be paid to the officer by the insurer under the insurance policy, as far as these are paid, in any event where the officer may be entitled to indemnification, in which the officer will be required to incur various expenses and payments involved in handling legal proceedings conducted against him and related to that event, the officer shall first approach the insurer for the purpose of receiving the funds necessary to cover the said expenses and payments. For this purpose, the Company hereby undertakes to provide to the insurer all collateral required by the insurer, as required, for the purpose of receiving the said funds, provided that the height of the said collateral shall not exceed the maximum indemnification amount, as defined above.

12.2. If at a later stage it turns out that the officer is not entitled to the funds he will receive, as far as he receives them, from the insurer, the officer shall be required to return the said funds to the insurer immediately in order to bring about the release of the collateral provided by the Company for the benefit of the insurer. If the officer does not do so immediately, the collateral provided by the Company shall be seen...

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to the insurer and were realized by it, as a loan which shall bear conditions as detailed in Section 11 above, mutatis mutandis.

13. Miscellaneous

13.1. The Company undertakes to notify the officer of any event for which the indemnification may apply as soon as possible.

13.2. The Company shall be entitled, at its sole discretion and at any time, to cancel its undertaking for indemnification under this letter, or to change its terms including the reduction of the maximum indemnification amount under it, or the narrowing of the events to which it applies, whether regarding all officers or regarding part of them, and all in relation to events that occur after the date of the change and provided that the Company gave the officer prior notice of its intention to do so, in writing, at least 90 days before the date on which its decision shall enter into force. For the avoidance of any doubt, it is hereby clarified that any such decision, which has the effect of worsening the terms of this letter or canceling it, shall not have retroactive applicability of any kind and the letter of indemnification prior to its change or cancellation, as the case may be, shall continue to apply and be valid for all intents and purposes regarding any event prior to the change or cancellation, even if the proceeding for it was filed against the officer after the change or cancellation of the letter of indemnification.

13.3. This letter of indemnification does not derogate from the Company's right to decide on any additional indemnification ex post or in advance and/or to expand any existing indemnification according to the provisions of any law.

13.4. In the event of death (God forbid), all provisions of the letter of indemnification shall apply, mutatis mutandis, to the successor of the officer, according to the provisions of the law, including to his estate.

13.5. Waiver, delay, refraining from action or granting an extension by the Company or by the officer shall not be interpreted as a waiver and shall not prejudice the rights and obligations of the parties under the letter of indemnification and/or under any law, and shall not prevent such a party from taking all necessary steps for the realization of its rights.

13.6. The law applicable to the letter of indemnification is the law in the State of Israel.

13.7. The letter of indemnification constitutes the exclusive and exhaustive agreement of the terms and provisions applicable to the engagement between the Company and the officer regarding the matters discussed therein. This document overrides any agreement, representation, agreement, and understanding made, if any, between the Company and the officer in the matters mentioned in the letter of indemnification, whether orally or in writing, before the letter of indemnification was signed.

13.8. If the officer received a previous letter of indemnification from the Company, it is hereby emphasized that the previous letter of indemnification shall continue to remain in force and will entitle the officer without change in relation to all events and actions that occurred in the period prior to the date of issuance of this letter of indemnification.

13.9. It is clarified that there is nothing in this letter of indemnification to derogate, directly or indirectly, from the provisions of an exemption letter that the officer received or will receive from the Company, if such a letter exists.

In witness whereof, the Company has signed, through its duly authorized signatories, on ______.

Veridis Environment Ltd.

I confirm that I have received the letter of indemnification, and I agreed to all its terms after reading it carefully.

Date: _______

Signature of the officer _______

The Addendum to the Letter of Indemnification

Each of the events specified above shall apply in connection with the officer's tenure on behalf of the Company as an officer in the subsidiaries and/or affiliates and also in relation to any country in the world.

Any provision in this addendum above regarding the performance of a certain action shall be interpreted as also referring to its non-performance or refraining from performing that action, and all unless the context of the words in a certain provision requires otherwise.

Subject to the provisions of the law, these are the types of events to which the letter of indemnification will apply and which in the opinion of the Company's board of directors are foreseeable in light of the Company's activity at the time of its signing of the letter of indemnification:

Proceedings relating to a transaction or action (as defined in Section 1 of the Companies Law), related to the Company's areas of business, as well as any action or exercise of discretion involved directly and/or indirectly in performing the aforementioned actions including, but not limited to, and including negotiations for entering into a transaction, transfer, sale, purchase, lease, rental or encumbrance of assets or liabilities (including securities), or granting or receiving a right in each of them, receiving credit and providing collateral, as well as any action involved, directly or indirectly, in such a transaction including the delivery of information and documents.
Transaction or action whether performed in the ordinary course of the Company's business or not performed in the ordinary course of the Company's business and/or of the Company's subsidiaries, including a transaction with an interested party, negotiations for entering into a transaction, due diligence (including its non-existence), entering into agreements including their performance and/or termination, engagements with external contractors, customers, suppliers, franchisees, service providers or any other third party that maintains any type of business with the Company, as well as transfer, sale, lease, rental, purchase or encumbrance of assets or liabilities (including securities), or granting or receiving a right in each of them, receiving and granting credit and providing or receiving collateral, including engagements in financing agreements with banks and/or other financial entities for the purpose of financing transactions or engagements performed, real estate management of any type and for any purpose and any action related thereto, including conducting negotiations in connection with the purchase of the real estate and its construction, operation and sale and any other matter related to all of the above as well as any action or exercise of discretion involved directly or indirectly in such a transaction or action, and all whether the transactions and/or actions are completed or not completed for any reason.
Non-performance of full and/or proper due diligence procedures in investments of the Company and/or its subsidiary, which led to a loss of investments in full or in part and/or to damage to the business of the Company or its subsidiary and/or to a breach of commitment towards a third party.
Issuance of securities (including issuance of securities that did not come into effect) in Israel and outside of Israel and/or their registration for trade on a stock exchange in Israel or abroad, including, but without derogating from the generality of the above, offering securities to the public and/or not to the public according to a prospectus, private placement, self-purchase of securities by the Company and/or by the subsidiary and/or by an affiliated company and/or by shareholders in the Company, issuance of bonus shares or offering securities in any other way.

Any action related to the sale, purchase or holding of marketable securities for or on behalf of the Company.

.6 Actions related to management, consulting or other services provided by the Company or the officers in the Company, whether to corporations controlled by the Company or to any third party.

.7 Performance of a tender offer and/or a sale offer by the Company or any shareholder and any procedure, opinion, document and/or report related to them including the opinion of the Company's board of directors to the offerees in a tender offer, regarding the worthiness of a special tender offer in accordance with Section 329 of the Companies Law, or refraining from providing such an opinion.

.8 An event resulting from the Company being a public company or resulting from its securities being offered to the public or resulting from the Company's securities being traded on a stock exchange in Israel or abroad.

.9 A claim or demand in connection with matters requiring disclosure in a prospectus, including in any draft thereof and for which disclosure was not provided as required by any law.

.10 A report or notice filed under the Companies Law or the Securities Law, including regulations enacted thereunder, or under rules or guidelines practiced on a stock exchange in Israel or abroad, or a law of another country regulating similar matters and/or refraining from filing such a report or notice.

.11 Discussion and decision-making and providing report and disclosure in the Company's reports including providing an assessment regarding the effectiveness of internal control and additional matters included in the Company's board of directors' report, as well as providing statements and reference to the financial statements.

.12 Providing notice of a personal interest, and participation and decision-making in meetings of the Company's board of directors and its committees.

.13 Decisions and/or actions related to transactions with interested parties, as defined in Chapter Five of Part Six of the Companies Law.

.14 Adoption of findings of external opinions for the purpose of issuing an immediate report, prospectus, financial statements or any other disclosure document according to securities laws.

.15 Any action in connection with the financial statements including the manner of application of accounting standards, preparation and signing of the financial statements of the Company and the subsidiaries, consolidated or separate, as the case may be, and their approval, including decision-making regarding the application of accounting rules and/or financial reporting standards and restatement in the financial statements as well as in connection with business plans or forecasts.

.16

Any action and/or decision regarding a distribution, as defined in the Companies Law, including a distribution with court approval, including the purchase of Company shares provided that for such an action it is permitted by law as well as any claim or demand in connection with the distribution of dividends to the Company's shareholders.

.17

Structural change of the Company or its reorganization or any decision regarding them, including, but without derogating from the generality of the above, liquidation, sale of assets and/or business of the Company (all or part), merger, spin-off, change in the Company's capital, establishment of subsidiaries, their liquidation or sale, allocation or distribution.

.18

Amendments, changes and formulation of arrangements between the Company and/or its subsidiary and the shareholders, holders of BONDS, banks and/or creditors of the Company or of companies held by it, including amendments to the trust deeds and the BONDS and the framework and arrangement documents as a whole.

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Any event and/or action for which it is possible to indemnify according to the Securities Law.
Actions related to the issuance of licenses, building permits, or permits and/or approvals of any kind, including control permits and holdings in companies and exemptions regarding antitrust.
Any transaction or action regarding matters related, directly or indirectly, to economic competition, including restrictive arrangements, mergers, and monopolies.
Participation in tenders and/or conducting them and/or winning tenders and any other business and/or entrepreneurial activity.
Expressions, statements, including expressing a position or opinion made in good faith by the officer during their role and by virtue of their role, including in negotiations and engagements with suppliers or customers, including within management meetings, Board of Directors or a committee of its committees, and including in the media.
Action contrary to the company's incorporation documents, provided it was done in good faith and there was a reasonable basis to assume the action would not harm the company's best interests.
Action or decision regarding employer-employee relations, including negotiation, engagement, and implementation of individual or collective employment agreements, promotion of employees, employee benefits, including handling pension arrangements, insurance funds, provident or savings funds, loans to employees, and allocation of securities to employees.
Action or decision concerning safety and hygiene at work, whether it is claimed they caused bodily injury or property damage, and action or decision concerning working conditions including working conditions at the various company sites.
Any claim or demand filed by a third party suffering from physical injury or damage to a business or personal asset, including loss of use and including business interruption during any action or omission attributed to the company, or accordingly to its employees, agents, or other persons acting or claiming to act on behalf of the company, whether the damage results from an accidental event or whether the damage results from a gradual and cumulative process, including due to environmental pollution.
Any claim or demand filed by purchasers, owners, lessors, lessees, or other holders of properties for damages or losses related to the use of said properties.
Any action or failure in making insurance arrangements and/or in risk management, including any claim or demand regarding an act or alleged omission that caused the failure to make adequate insurance arrangements, as well as any matter regarding negotiation of insurance agreements, engagement in insurance agreements, insurance policy terms, and activation of insurance policies.
Coverage of deductible in the event of activating officer's liability insurance.
Any action concerning environmental quality, including hazardous materials, and a claim or demand regarding circumstances allegedly creating any type of violation of environmental laws, regulations, business licenses, environmental licenses, permits, or additional licenses and approvals required under environmental laws and/or under any law, including and/or causing environmental disturbances including noise.

Everything concerning the planning, construction, renovation and/or maintenance and/or operation of sites/facilities/factories/engineering facilities, including the execution of contractor works, safety at work, and handling the issuance of permits (including building permits, Form 4, and completion certificates) and licenses (including business licensing) and everything involved in and related to city building plans and planning procedures before planning authorities and/or local authorities.
Any action concerning the Consumer Protection Law, 5741-1981, and/or orders and/or regulations thereunder, as well as any other law of a consumer nature, and secondary legislation that will apply by virtue thereof and/or from any foreign law in this field.
Formulation of work plans, including pricing, marketing, distribution, instructions to employees, customers, and suppliers, and cooperation with competitors.
Any administrative, public, judicial action, orders, judgments, claims, demands, demand letters, instructions, arguments, investigations, proceedings (including administrative enforcement proceedings) or notices regarding non-compliance or violation of an action of a governmental authority or other body, in Israel or abroad, claiming non-fulfillment of a provision of law, regulation, order, ordinance, rule, practice, instruction, licensing, directive, policy and/or judgment by the company and/or by the officers of the company as part of their role in the company.
Providing information, representations, opinions, reporting, notice, and submitting an application to state authorities and other authorities, including to any competent authority under any law in Israel or outside Israel, including but without derogating from the generality of the foregoing, the Companies Law including regulations enacted thereunder, or under the provisions of tax laws applicable to the company, and documentation required by any law and/or the avoidance of submitting such a report or notice or information.
Any claim and/or demand regarding non-disclosure or failure to provide any type of information at the required time according to law and/or regarding deficient, misleading, or flawed disclosure of such information to third parties, including to holders of securities of the company and/or to potential holders of securities, including regarding issuance, allocation, tender offer, distribution, purchase, holding and/or interest in securities of the company and/or any other investment action involving and/or affected by the company's securities, including in the case of a merger of the company with another company, and to tax authorities, national insurance, investment center, ministry of environmental protection, local authorities, and any governmental, institutional and/or professional association or other.
Any action related to the company's intellectual property and its protection, including registration or enforcement of intellectual property rights and protection in claims regarding them, and an infringement committed or alleged to have been committed or misuse of intellectual property rights of a third party including, but not limited to, patents, designs, trademarks, copyrights, and so forth.
Management of the company's investment portfolio and management of the bank accounts in which the company operates in banks and execution of actions or their derivatives, including regarding foreign currency transactions (including deposits in foreign currency), securities (including repo transactions in securities and lending and borrowing of securities), loans and credit lines, debit cards,

bank guarantees, letters of credit, investment advisory agreements including with portfolio managers, hedging transactions, warrants, futures contracts, derivatives, swap transactions, and so forth.

Events and actions regarding investments made by the company in various corporations, before or after the investment, including for the purpose of entering into a transaction, its execution, development, monitoring, and supervision over it.
Non-compliance with any legal requirements, including regarding the supply and distribution of products (including failure to meet relevant standards, failure to provide warnings as required, and the like), their production, development, and engagement with third parties.
Breach of the provisions of any agreement to which the company and/or its subsidiary is a party, whether actually committed or alleged to have been committed.
Action concerning tax liability of the company and/or a subsidiary and/or the shareholders of any of them.
Any claim and/or demand filed directly or indirectly regarding an action and/or omission in full or in part, by the company and/or by the officers, managers and/or employees of the company, regarding the payment, reporting and/or documentation of documents, to one of the state authorities, foreign authority, municipal authority and/or any other payment required under the laws of the State of Israel, including payments of income tax, sales tax, land appreciation tax, transfer taxes, excise, value added tax, stamp tax, customs, national insurance, salaries and/or withholding of wages to employees and/or other delays, including any type of interest and additions for indexation.
Events that influenced or could have significantly influenced the company's profitability or its property or its rights or its obligations.
Investigation by state authorities.
Any action regarding voting in held companies.
Any action regarding the tenure of a director as a member of any of the committees of the Board of Directors.
Any claim and/or demand filed by a lender or creditor or someone claiming to be a lender or creditor, regarding funds loaned by them and/or debts of the company towards them.
Proceedings or events regarding the company's computer systems or computer systems with which the company operates, regarding the company's information security, including regarding cyber events, ransomware events, encryption, or any other event in which the company's computer systems or its other critical systems might be harmed.

51.

Each of the events specified above, regarding the tenure of an officer in the company (including for their tenure as an officer in the company's subsidiaries) by virtue of their role as an officer and/or as an employee and/or as an observer in meetings of authorized organs of the company's subsidiaries and/or an affiliate.

Veridis Environment Ltd.

("The Company")

Exemption Letter for Officers

Date:

Mr. Ehud Adam (hereinafter: "the Officer")

Dear Sir,

Subject: Exemption Letter from Liability

Whereas the company is entitled to grant an exemption in advance to an officer in the company from liability subject to the conditions specified in the articles of association and the provisions of any law;

Whereas the company has made the decisions required by any law for granting an undertaking in advance to exempt officers in the company, in accordance with this exemption letter from liability (hereinafter: the "Exemption Letter");

Whereas you serve and/or have served and/or you are likely to serve as an officer in the company and/or in subsidiaries or affiliate partnerships and/or that you are employed and/or have been employed and/or you are likely to be employed in the company and/or in subsidiaries or affiliate partnerships of the company.

Therefore, the company confirms and undertakes towards you as follows:

1. Headings and Definitions

1.1. The headings in the Exemption Letter are intended for convenience and shall not be used for the interpretation of this exemption letter from liability or any of its provisions.

1.2. In this exemption letter, the following terms shall have the meanings written beside them, unless another intention is implied from the context. Any other term or expression in this exemption letter shall have the meaning given to it in the Companies Law, and in the absence of a definition in the Companies Law, the meaning given to it in the Securities Law, unless specifically stated otherwise, or if the wording of the text requires a different interpretation. And these are the terms:

"Companies Law"	-	The Companies Law, 5759-1999, as amended from time to time;
"Securities Law"	-	The Securities Law, 5728-1968, as amended from time to time;

"Company"	-	A company, registered partnership or limited partnership;
"Subsidiary" or "Subsidiaries"	-	Any company in which the Company is a controlling shareholder, as the meaning of "control" in the Securities Law, and for the purpose of this exemption letter – any affiliate of the Company and/or other corporation and including a private company under their control, through which the officer acted as such in the Company and/or in a subsidiary and/or in an affiliate of the Company and/or in another corporation.

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"Associated Company"
- as the meaning of this term in the Securities Law and also for the purpose of this exemption letter - a company or any other entity that is not the Company or a subsidiary, in which the Company and/or its subsidiary holds rights, directly or indirectly, or is an interested party therein.

"Action"
- any decision and/or action, whether by act or omission including a decision and/or action during the term of office or employment of the officer performed before the date of the exemption letter.

"The Articles"
- the Articles of Association of the Company, as shall be amended from time to time.

2. Validity of the Exemption Letter

Subject to all stated below in this exemption letter, it is hereby clarified that this exemption letter shall be valid only starting from the date of its approval by the Company's organs, whereas the officer will be required to sign at the end of this exemption letter and deliver the signed copy to the Company, however the lack of signature by the officer shall not impair the validity of the exemption letter.

3. Exemption from Liability

Subject to the limitations set in the Articles and in the provisions of law as they shall be from time to time and which cannot be stipulated against, the Company hereby exempts the officer in advance and retroactively, from his liability, in whole or in part, due to damage, whether direct or indirect, due to breach of the duty of care towards the Company (except for breach of the duty of care in distribution, as defined in the Companies Law) and/or due to any other breach that the law permits the Company to exempt an officer for, which was caused as a result of his actions in good faith and by virtue of being an officer and/or employee of the Company and/or subsidiaries and/or associated companies of the Company, as they shall be from time to time.

4. Exemption Period

The Company's commitment to exempt according to this exemption letter shall stand for the benefit of the officer and/or for the benefit of his estate without time limit, even after the termination of his role in the management of the Company and/or the termination of his employment in the Company and/or his tenure as an officer in the Company and/or his tenure as an officer in subsidiaries, as the case may be, provided that the actions for which the exemption is given were performed during the execution of his role as stated and regardless of the date of discovery of the event for which the officer is entitled to exemption from liability according to this exemption letter.

5. Miscellaneous

5.1. The Company's obligations under this exemption letter shall be interpreted broadly and in a manner intended to fulfill them, as much as permitted by law, for the purpose for which they were intended. Should it be determined that a provision of the provisions of this exemption letter is unenforceable and/or is invalid for any reason and/or in case of a contradiction between any provision in this exemption letter and provisions of law that cannot be stipulated against, changed or added to, the said provision of law shall prevail, but this shall not impair or detract from the validity of the rest of the provisions in this exemption letter.

5.2. The Company shall be entitled, at its sole discretion and at any time, to cancel the exemption according to this exemption letter, or to change any of its conditions, whether regarding all officers or regarding some of them as it relates to events

that will occur after the date of the change – provided that it gave the officer prior notice of this intention, in writing, at least 90 days before the date on which its decision takes effect. For the avoidance of doubt, it is hereby clarified that any such decision, which results in worsening the conditions of this exemption letter or canceling it, shall not have retroactive application of any kind and the exemption letter before its change or cancellation, as the case may be, shall continue to apply and be valid for all intents and purposes regarding any event prior to the change or cancellation.

5.3. For the avoidance of doubt, it is hereby determined that this exemption letter does not constitute a contract for the benefit of any third party including an insurer and is not assignable. For the avoidance of doubt, in the event of death (God forbid), this exemption letter shall apply to the successor of the officer according to the provisions of any law including his estate.

5.4. No waiver, delay, refrainment from action or granting of extension by the Company or by the officer shall be interpreted under any circumstances as a waiver and shall not impair the rights and obligations of the parties under this exemption letter and/or according to any law.

5.5. The law applicable to this exemption letter is the law in Israel.

5.6. This exemption letter constitutes an exclusive and exhaustive agreement of the conditions and provisions applicable to the engagement between the Company and the officer in relation to the subjects discussed therein. This document prevails over any agreement, representation, contract and understanding made, if made, between the Company and the officer in the said matters in this exemption letter, whether orally or in writing, before this letter was signed, to the extent that they contradict the Company's obligations under this exemption letter.

5.7. To the extent that the officer was given a previous exemption letter and/or an indemnification letter, it is emphasized that these shall continue to apply in full, without change, in relation to all events and causes they cover. Nothing in this exemption letter shall detract from the Company's commitment to indemnification as detailed in the indemnification letter given and/or to be given to you by the Company.

In witness whereof, the Company has signed, by its duly authorized signatories, on __.

Veridis Environment Ltd.

I confirm receipt of this letter and confirm my agreement to all its terms:

Officer's Signature

Date :

5/25/2020 | 7:51:57 AM | v1.2.5

AI assistant

Veridis Environment Ltd. — Proxy Solicitation & Information Statement 2026

7105_rns_2026-05-25_ad2322c0-d7fe-4763-9b6b-8c1f3b6e9240.pdf

Veridis Environment Ltd.

2.3. Resolution No. 2 - Approval of an updated compensation policy for officers in the Company

2.3.1. Background

2.3.2 The primary considerations, assumptions, and arguments that guided the Compensation Committee and the Board of Directors in determining the proposed compensation policy:

2.3.3 The primary changes between the existing compensation policy and the proposed compensation policy

2.3.4 Agreements not in accordance with the new compensation policy

2.3.5 Manner of implementation of the existing compensation policy

2.4. Resolution No. 3 - Extension of the validity of exemption and indemnification letters of the controlling shareholder in the company

2.4.1. Background

2.4.2. The Proposed Engagement

2.4.3. Manner in which the consideration was determined

2.4.4. Required approvals

2.4.6. Reasons of the compensation committee and the Board of Directors for approving the granting of exemption and indemnification letters

2.4.7. Names of the directors who participated in the discussions in the compensation committee and the company's Board of Directors on the proposed resolution

General details regarding the Meeting

3. The majority required for approving the resolutions on the agenda

4. The Record Date

5. Quorum and Adjourned Meeting

6. Voting Method

6.1. Confirmation of ownership on the Record Date

6.2. Ways to participate and vote in the meeting

6.3. Participation in the meeting and voting by the shareholder themselves

6.4. Participation in the meeting and voting by proxy according to a letter of appointment

6.5. Voting by means of a voting ballot

6.6 Voting through the electronic voting system

6.7 Notice regarding the existence of a personal interest and additional information required

7. Instruction given by the Securities Authority

8. Method of delivering documents to the company

9. Right to inspect electronic voting records

10. Adding an item to the agenda

11. Company Representative

12. Inspection of Documents

A. Background and Basic Principles

1. Introduction

2. Definitions

3. Objectives of the Compensation Policy

4. The Role of the Compensation Committee

5. The Compensation Policy of the Officers

6. Compensation Components

6.1. Fixed Component -

6.2. Variable Components -

7. The Ratio between Fixed Components and Variable Components in the Compensation Package

8. The Ratio between the Officer's Employment Terms and the Employment Terms of Company Employees

B. Base Salary and Accompanying Conditions for Officers

9. Fixed Salary Components

Accompanying conditions -

10. Update of Terms of Office and Employment

11. Variable Salary Components

11.1. Annual Bonus

The Measurable Component

The Discretionary Component

11.2. Special Bonus (One-time)

Authority to Reduce Variable Components

11.3. Equity Compensation²

12. Restitution of Compensation Provided Based on Erroneous Financial Information

13. Retirement Grant and Notice Period

14. Directors' Remuneration

15. Exemption, Indemnity and Insurance

Exemption

Indemnity

Insurance

Appendix B - Exemption and Indemnity Letters Mr. Gil Agmon

Veridis Environment Ltd.

Whereas

Whereas

Whereas

Therefore, the company confirms and undertakes towards you as follows:

.1 Introduction, Headings and Definitions

"Action"

"Administrative Enforcement Proceeding"

"The Policy" or "The Insurance Policy"

"Incorporation Documents"

2. Validity of the Indemnification Letter

3. Undertaking for Indemnification and Grounds for Indemnification

Additional Provisions

5. Interim Payments

6. Indemnification Conditions

Veridis Environment Ltd. Proxy Solicitation & Information Statement 2026