IronSource : EXPLANATORY NOTE - Form 6-K

EXPLANATORY NOTE

On October 7, 2022 at 4:00 p.m. Israel time, ironSource Ltd. (the "Company") held its previously announced Special General Meetings of Shareholders (the "Meetings") at the Company's headquarters at 121 Menachem Begin Street, Tel Aviv-Yafo, Israel, on the 12^th floor.

At the Meetings, separate class meetings of holders of Class A ordinary shares, no par value, of the Company ("ironSource Class A ordinary shares") and holders of Class B ordinary shares, no par value, of the Company ("ironSource Class B ordinary shares and, together with the ironSource Class A ordinary shares, the "ironSource ordinary shares"), respectively, as well as a combined meeting of holders of ironSource ordinary shares, took place, at which shareholders approved the following proposal:

"to approve, pursuant to Section 320 of the Israeli Companies Law, 5759-1999 (together with the regulations promulgated thereunder, the "Companies Law"), the merger contemplated by the Agreement and Plan of Merger, dated July 13, 2022 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, Unity Software Inc., a Delaware corporation ( "Unity") and Ursa Aroma Merger Subsidiary Ltd., a company formed under the laws of the State of Israel and a wholly owned subsidiary of Unity ("Merger Sub"), including approval of: (i) the merger transaction pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into ironSource, with ironSource surviving and becoming a direct wholly owned subsidiary of Unity (the "Merger"); (ii) the Merger Agreement; (iii) the consideration to be received by ironSource's shareholders in the Merger, other than holders of "Cancelled Shares"(as defined in the Merger Agreement), consisting of 0.1089 of a share of Unity common stock, par value $0.000005 per share (which we refer to as "Unity common stock") subject to the withholding of any applicable taxes, each ironSource Class A ordinary share and each ironSource Class B ordinary share, held as of immediately prior to the effective time of the Merger; and (iv) all other transactions and arrangements contemplated by the Merger Agreement."

The foregoing proposal was approved at the Meetings by over 99% of the shares voted of each class of shareholders, and achieved the respective requisite majority, including the requisite majority of the disinterested shareholders, in accordance with the Companies Law, and the Company's Articles of Association, as further described in the Proxy Statement which was attached as Exhibit 99.1 to the Company's Report of Foreign Private Issuer on Form 6-K, furnished to the Securities and Exchange Commission on September 8, 2022.

This Form 6-K is hereby incorporated by reference into the Company's Registration Statements on Form S-8 (Registration Nos. 333-264007 and 333-258690).