Elron Ventures : Notice of Special General Meeting June 27 2023

ELRON VENTURES LTD.

(the "Company")

May 23, 2023

Israel Securities Authority	Tel Aviv Stock Exchange Ltd.
22 Kanfei Nesharim Street	2 Ahuzat Bayit Street
Jerusalem 9546434	Tel Aviv 6525216
By MAGNA	By MAYA

Re: Immediate Report about convening a special general meeting of shareholders of the

Company and an Immediate Report pursuant to the Securities Regulations (Private

Placement of Securities of a Registered Company), 5760-2000

An immediate report is hereby made (hereinafter: the "Report"), pursuant to the Companies Law, 5759- 1999 (the "Companies Law"), the Securities Law, 5728-1968 (the "Securities Law"), the Securities Regulations (Immediate and Periodic Reports), 5730-1970, the Companies Regulations (Notice and Announcement of General Meetings and Class Meetings in a Public Company and Adding a Topic to the Agenda), 5760-2000, the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 (hereinafter: the "Voting Regulations"), the Securities Regulations (Private Placement of Securities of a Registered Company), 5760-2000 (hereinafter: the "Private Placement Regulations"), concerning the convening of a special general meeting of the shareholders of the Company, which will be held on Tuesday, June 27, 2023, at 15:00 (Israel time), in the Company's offices At 144 Yigal Alon St., TOHA Tower, 27th Floor, Tel Aviv-Yaffo (hereinafter: the "Company's Offices"), the agenda of which meeting will consist of the issues described in this Report below.

Part A - Information about Summoning the General Meeting

1. The Item and Summary of the Resolution on the Agenda

The following is a summary of the topics and resolutions on the agenda of the general meeting:

1.1. Approval of Grant of Options to Purchase Shares to Mr. Dan Hoz, Chairman of the Board, in place of existing options

For more information about this resolution, see Part Bof this Report below.

Form of Proposed Resolution: To approve the grant of 148,618 options valued at approximately NIS209,000 this - as part of the option plan, as described in Part B of the report convening the general meeting following the cancellation of the options granted to Mr. Hoz in accordance with the approval of the Company's shareholders meeting of April 24, 2022, in accordance with the value of the aforesaid cancelled options as of today.

1.2. Terms of Office: Approval of a Discretionary Grant to Mr. Dan Hoz, the Chairman of the Board of Directors

For more information about this resolution, see Part Cof this Report below.

Form of Proposed Resolution: To approve the discretionary grant in the amount of NIS 80,413 as detailed in Part C of this Report below.

1.3. Approval of granting Options for Company Shares to the Company's CEOFor more information about this resolution see Part Dof this Report below.

Form of Proposed Resolution: To approve granting options to purchase Company shares to the Company's Chief Executive Officer as described in Part D of the report convening the general meeting.

1. The Effective Date
   The effective date for the purpose of a shareholder's eligibility to participate in and vote at the meeting and an adjourned meeting, pursuant to section 182 of the Companies Law and Article 3 of the Voting Regulations, is Tuesday, May 30, 2023 (hereinafter: the "Effective Date"). If no trading is carried out on the Effective Date, the Effective Date will be the last trading day preceding such date.
2. Legal Quorum and Adjourned Meeting
3. 1. A legal quorum will be constituted upon the presence, either in person or by proxy, of at least two shareholders holding, in total, more than 33⅓% of the issued shares conferring voting rights in the Company, within one half hour of the time scheduled for the opening of the meeting (the "Legal Quorum"). If a Legal Quorum is not present at the general meeting at the end of one half hour from the time scheduled for commencement of the meeting, the general meeting will be adjourned to the same day the following week, at the same time and location ("Adjourned Meeting"), namely on Tuesday, July 4, 2023 at 15:00. If no Legal Quorum is present at the Adjourned Meeting one half hour after the time scheduled for the meeting, then one shareholder holding at least 25% of the issued share capital of the Company, who is present in person or by proxy, will constitute a legal quorum.
   2. A general meeting at which a Legal Quorum is present is entitled to resolve to postpone the meeting for another date and place that will be determined. At the Adjourned Meeting, no matter will be discussed except matters that were on the agenda for the original meeting and with respect to which no resolution was passed.
4. Required Majority
5. 1. The majority required for adoption of the proposed resolutions on the agenda in accordance with sections 1.1 and 1.2, is a simple majority of the shareholders entitled to vote and who are participating in the vote, in person or by proxy (including by proxy or ballot).
   2. The majority required for adoption of the proposed resolution on the agenda (in accordance with section 1.3 above) is a simple majority of the shareholders entitled to vote and who are participating in the vote, in person or by proxy (including by proxy by ballot) provided that one of the following is fulfilled:

4.2.1. The majority vote count at the general meeting will include a majority of all votes of shareholders participating in the vote who are not controlling shareholders of the

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Company or have personal interest in approving the resolutions; the vote count of such shareholders will exclude the abstaining votes; The provisions of section 276 of the Companies Law, will apply, mutatis mutandis, to a shareholder who has a personal interest.

1. 1. 4.2.2. The total dissenting votes from among the shareholders specified in section (1) above does not exceed two percent (2%) of the total voting rights in the Company.

   2. It is noted that the Compensation Committee and the Board of Directors have authority to approve the granting of the options to the CEO as stated in section 1.3 above under section 272(c1)(2) of the Companies Law, even if the general meeting opposes the resolution's approval, provided the
      Compensation Committee followed by the Board of Directors so decide, on detailed grounds, after they re- discuss the relevant decision and considered in their discussion, among other things, the objection of the general meeting.
   3. The Company is not a "public granddaughter company", as this term is defined in section 267A(c) of the Companies Law.
   4. The controlling shareholder of the Company, Discount Investment Corporation Ltd ("DIC") holds approximately 60.08%1 of the Company's issued capital and voting rights, that gives the controlling shareholder the majority required to pass the resolutions set forth in section 1.1 and section 1.2 on the agenda. DIC does not hold the majority required to pass the resolution set forth in section 1.3.
2. Manner of Voting
3. 1. Each shareholder of the Company on the Effective Date is entitled to participate in the meeting and vote, in person or by proxy or using a Ballot, as defined in section 87 of the Companies Law, in accordance with the Company's articles of association, the provisions of the Companies Law and as described below. A shareholder under section 177(1) of the Companies Law, that is, a shareholder in whose favor a share is registered with a member of the Stock Exchange and that share is included among the shares registered in the shareholders' register (hereafter: "Unregistered Shareholder"), may also vote using an electronic ballot that will be sent to the Company through the electronic voting system that operates under Article B of Chapter G2 of the Securities Law (hereinafter: "Electronic Voting", "Electronic Voting System" and "Electronic Ballot", respectively).
   2. Proxy for voting- a document appointing a proxy for voting (the "Letter of Appointment"), as well as an original power of attorney by virtue of which the Letter of Appointment was signed (if any), must be signed by the appointer or by the person authorized in writing, and if the appointer is a corporation, the Letter of Appointment will be prepared and signed in a manner which is binding upon the corporation and deposited at the Company's registered office at least 48 hours before the time scheduled for the meeting. The Company has the right to require that it will be handed over with a confirmation in writing, confirming, to its satisfaction, the authority of the signatories to bind the corporation. The Letter of Appointment will state both the full names of the principal and of his proxy, as appears at the Registrar of Companies or in the I.D. card (as the case may be), their number at the Registrar of Companies or their I.D. numbers (as the case may be), and the place of their incorporation or their passport country (as the case may be).
4. Confirmation of Ownership
5. 1. Pursuant to the Companies Regulations (Proof of Share Ownership for the Purpose of Voting at

1 For more details about the holdings in Discount Investments Ltd. see the immediate report on the status of holdings of interested parties and senior officers published by the Company on April 10, 2023 (reference number: 01-0402782023)

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the General Meeting), 5760-2000 ("Confirmation of Ownership Regulations"), an Unregistered Shareholder, who wishes to vote at the meeting, in person or by proxy, will provide the Company with confirmation of his ownership of the share on the Effective Date, which must be received from the Stock Exchange member with which his right to the share is registered, as required by the Confirmation of Ownership Regulations ("Confirmation of Ownership").

1. A shareholder whose shares are registered with a Stock Exchange member may receive confirmation of the ownership from the Stock Exchange member through which he holds his shares, at a branch of the Stock Exchange member or by mail to his address, if he so requests, provided that a request in this regard will be made in advance for a specific securities account. It is noted that according to the Confirmation of Ownership Regulations, an electronic message approved under section 44K5 of the Securities Law, concerning the data of users of the Electronic Voting System, is deemed a confirmation of ownership for every shareholder included therein.

7. Voting by Ballot and Position Statement

1. According to the Voting Regulations, a shareholder may vote at the Meeting on the proposed resolutions that are on the agenda, as described in section 1 above, by a ballot as specified below. The language of the ballot and position statements in respect of the meeting may be found on the distribution website of the Israel Securities Authority athttps://www.magna.isa.gov.il(the
   "Distribution Website") and on the website of the Tel Aviv Stock Exchange Ltd. at http://maya.tase.co.il(the "TASE Website"). A shareholder may approach the Company directly and receive from it, free of charge, the language of the ballot and the position statements.
2. A Stock Exchange member will send, free of charge, via e-mail, a link to the language of the ballot and the position statements (if any) on the Distribution Website, to any Unregistered Shareholder, unless the shareholder will have notified such Stock Exchange member that he is not interested therein, provided that the notice will have been given with respect to a specific securities account and on a date prior to the Effective Date.
3. The vote will be cast on the second part of the ballot, as posted on the Distribution Website.
4. The (non-electronic) ballot of an Unregistered Shareholder will be provided to the Company together with the Confirmation of Ownership, such that the ballot will reach the Company's registered office no later than four hours before the time of convening the meeting (that is, no later than Tuesday, June 27, 2023, at 11:00 AM). In this respect, the "delivery time" is the time on which the ballot and its attachments reach the Company's Offices.
5. A shareholder who is registered in the shareholders' register will deliver to the Company the ballot together with a photocopy of an identity card or a photocopy of the incorporation certificate, such that the ballot will reach the Company's Registered Office up to six hours before the time of convening of the General Meeting (that is, until Tuesday, June 27, 2023, at 9:00 AM).
6. A shareholder may approach the Registered Office of the Company and after proving his identity, may withdraw his ballot and Confirmation of Ownership up to 24 hours prior to the time of the Meeting.
7. A shareholder participating in a vote with respect to a resolution on the agenda, will provide the details required as specified in section 10 below, insofar as the provisions of the section are relevant to him.
8. A ballot to which a Confirmation of Ownership is not attached (or alternatively, a confirmation of ownership has not been submitted via the Electronic Voting System) or with regard to a record shareholder, his identity document, passport, or certificate of incorporation, as applicable, has not been attached, will be invalid.

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1. Voting through the Electronic Voting System
2. 1. As provided above, an Unregistered Shareholder may vote on the resolutions that are on the agenda also by an Electronic Ballot.
   2. A shareholder in whose favor a share is registered with a member of Tel Aviv Stock Exchange Ltd. is entitled to receive from the Stock Exchange member an identifying number and an access code as well as additional information with respect to the meeting, and after a secure identification process, will be able to vote through the Electronic Voting System. A shareholder voting through the Electronic Ballot is not required to furnish the Company with a Confirmation of Ownership in the manner specified above.
   3. The Electronic Ballot will be available for voting at the end of the Effective Date. Voting by the Electronic Voting System will end 6 hours before the time of the Meeting (that is, on Tuesday, June 27, 2023, at 9:00 AM), at which time the Electronic Voting System will be locked.
   4. The Electronic Vote may be modified or revoked until the Electronic Voting System is locked and may not be modified through the Electronic Voting System after such time. If a shareholder will have voted by more than one method, his later vote will be counted. For this purpose, the vote of a shareholder in person or by proxy will be deemed later to a vote by Electronic Ballot.
3. Position statements and response of the Board
4. 1. The deadline for delivery of position statements to the Company is up to ten (10) days before the date of the meeting.
   2. The deadline for delivery of the Board's response to position statements, if and to the extent position statements of shareholders are submitted and the Board elects to submit its response to the said position statements, is no later than five (5) days before the date of the meeting.
5. Notice of personal interest and disclosure regarding the manner of vote
6. 1. According to section 276 of the Companies Law, a shareholder participating in a vote regarding the proposed resolution 1.3 on the agenda, whether in person or by proxy, will notify the Company before the vote at the meeting, or if the vote is by a ballot, on the ballot, by an indication on Part B of the ballot in the space designated for that purpose, if he is deemed to be a controlling shareholder of the Company and/or has personal interest in the approval of the resolutions on the meeting's agenda, or not, and a description of the relevant personal interest, and will also indicate it in section 10.3 below.
   2. The vote of a shareholder who fails to indicate the existence or absence of personal interest and/or of his being a controlling shareholder of the Company (or will indicate that he has personal interest but fails to specify the nature of the matter), will not be counted.
   3. Furthermore, in accordance with the Voting Regulations and the directive of the Israel Securities Authority as of November 30, 2011, on disclosure regarding the manner of voting of interested parties, senior officers and institutional bodies in meetings (the "Directive"), an interested party, a senior officer and an institutional investor (the "Voters") as defined in the regulations and in the Directive, who are voting at the meeting on resolution 1.3 on the agenda, will provide to the Company, within their vote, the details required according to the regulations and section 2(b) of the Directive, and if they vote by proxy, then the Voter or the proxy will also provide the details

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