Tel Aviv Stock Exchange : Convening of a special meeting to be held on Thursday, January 12, 2023

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

Date: December 6, 2022

THE TEL-AVIV STOCK EXCHANGE LTD.

Re: Immediate Report on the Convening of a Special Meeting

In accordance with the Companies Law, 5759-1999 (hereafter: "the Companies Law") and the

Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereafter: "the Reports

Regulations"), The Tel-Aviv Stock Exchange Ltd. (hereafter: "the Company"), announces the convening of a special meeting to be held on Thursday, January 12, 2023 at 13:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1119.

1. On the agenda:
   Approval of the Company's Officers' Compensation Policy for the Years 2023-2025 Wording of the proposed resolution:
   To approve the Company's officers' compensation policy for the years 2023-2025, the principals of which are set out in section 2 below. The document presenting the compensation policy for the years 2023-2025 is attached as Appendix Ato this report (hereafter: "the Updated Compensation Policy"), marking the changes from the compensation policy that was applied in the years 2021-2023 (hereafter: "the 2021 Compensation Policy").
   The resolution on the Updated Compensation Policy was approved by the Company's Board of Directors in its meeting on 29.11.2022, following its approval by the Company's Audit Committee, in its capacity as the Company's Compensation Committee (hereafter in this report: "the Compensation Committee"), in its meeting on 23.10.2022.
2. Additional information on Topic 1 on the agenda:
   2.1. General background
   2.1.1. In accordance with the provisions of Amendment No. 20 to the Companies Law, 5759-
   1999 (hereafter: "Amendment 20" and "the Companies Law", as appropriate), on April 17, 2018 the general meeting of the Company, after obtaining the approval of the Compensation Committee and the Board of Directors, approved a compensation policy for officers in the Company for the years 2018-2020 (inclusive) (above and below: "the 2018 Compensation Policy"), this by aligning the arrangements of the 2018
   Compensation Policy with the requirements of Amendment 20, taking into consideration

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the special attributes of the Company, based on its status at that time. Further, on March 2021 the 2021 Compensation Policy, was approved, including several updates with respect to the 2018 Compensation Policy, which are mainly due to the passage of time and the company becoming a Public Company.

2.1.2.Now, considering the challenges that the Company's management is facing, in the coming years, including considering the approval of a strategic five-year plan for the years 2023 - 2027 (for details regarding the said five-year plan, see the company's immediate report of October 24, 2022 [reference number: 2022-01-104727]. The information presented in the aforementioned report is hereby included by way of reference), it is proposed to update the current compensation policy for the years 2023 to 2025 already now. The main change, as detailed below, deals with the increase of the variable compensation ceiling, with an emphasis on expanding the scope of capital compensation, among other things, taking into account that the company did not grant capital compensation to officers in the period that passed from the date of approval of the current compensation policy until now.

It should be noted that the Updated Compensation Policy was adapted, among other things, to the resolution of the shareholders' special meeting from January 2022 to establish a framework for granting capital compensation to the company's directors. For details in connection with the aforementioned decision, see the meeting summons report dated 6.12.2021 and the report on the results of the shareholders' meeting dated 12.1.2022 (reference numbers: 2021-01-106759 and 2022-01-006237, respectively).

2.1.3.The compensation policy is intended to help achieve the Company's long-term goals and work plans, through:

Creating a reasonable and appropriate set of incentives for the Company's officers, taking into account, among other things, the characteristics of the Company, its business activity, the Company's risk management policy and the labor relations in the Company.

Granting competitive compensation in relation to the market and providing necessary tools for recruiting, motivating and retaining talented and skilled managers in the Company, who will be able to contribute to the Company and increase its profits in a long-term vision.

Providing performance-based compensation, while adjusting the compensation of the officers to their contribution to achieving the company's goals and bringing its profits, in a long-term view and in accordance with their position.

Creating a proper balance between the various compensation components (such as fixed versus variable components as well as short-term versus long-term components).

grant of long-term equity compensation; this is, among other things, with the aim of creating an incentive to increase the value of the company in the long term, as well as to

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create an identity of interests between the officers and the shareholders of the company.

1. It is hereby clarified that the Updated Compensation Policy relates to the overall compensation of the officers in the Company (as defined in the Companies Law) for their work and/or for services that they provide to the Company or on its behalf, including within subsidiaries of the Company. The officers to whom the Updated Compensation
   Policy relates and applies shall be hereafter referred to as: "the Officers".
   To the date of preparation of the Updated Compensation Policy, the Officers in the Company include the Chairman of the Board of Directors, the directors, the CEO of the
   Company and Officers reporting to the CEO, members of the Company's management, where some of those mentioned above also serve as officers in subsidiaries of the Company and/or grant them services.

2.2. Principals of the Updated Compensation Policy

As stated above, a document describing the Updated Compensation Policy is attached as Appendix Ato this report. The Updated Compensation Policy prescribes the principles for determining the terms of office and employment of Officers in the Company, and as such addresses the following topics:

1. Objectives of the Updated Compensation Policy for Officers; the main factors that affect and are involved in determining the Company's Updated Compensation Policy for Officers; the business environment and its impact on Officers' compensation;
2. the ratio of the Officers' compensation to the compensation of other employees of the Company; the concept of the total compensation, including the fixed component (as a rule, fixed base salary and related benefits) and the variable component (performance- based variable compensation), and the ratio of the fixed component to the variable component.
3. Compensation components
4. • Fixed salary component - Serves as compensation for the time dedicated to the performance of the daily duties in the Company. The fixed salary component primarily reflects the education, qualifications, expertise, professional experience and achievements of the Officer as well as the duties and the areas of responsibility of the Officer and comprises a base salary and related benefits.

Additionally, the fixed salary component comprises, among others, social benefits such as provisions for provident fund, pension, loss of work capacity and severance pay, as well as an advanced study fund, vehicle, telephone and internet, annual vacation, sick leave, and more, as set out in the Updated Compensation Policy.

• Variable salary component - The variable component is intended to link the performance of the Company, in general, and the performance of the Officer, in

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particular, to the compensation of the Officer. The variable component will be distributed as a monetary bonus to reward the Officer for his achievements and his contribution to the attainment of the Company's goals and its work plan in the period for which it is paid;

1. • Equity compensation - Principles for the adoption of an officers' equity compensation plan.
2. Terms of termination of office, including the notice period, retirement grant and adaptation grant.
3. Officers' indemnification, exemption and liability insurance.
4. Principal Changes Introduced by the Updated Compensation Policy
   The main changes determined within the framework of the updated compensation policy, in relation to the 2021 compensation policy, are and/or refer to, among others, the following issues: (1) Determination that the Company may grant the officers an annual bonus, for each of the years 2023, 2024, and 2025 in an amount not to exceed seven (7) monthly salaries, resulting from a change in the ceiling of the quantitative bonus that was raised from 3 monthly salaries to 4 (notwithstanding the above, for the chairman of the board and the CEO of the Company the ceiling of the quantitative bonus will not change and it will stand at 3 salaries) ; (2) Determination that the company may raise the ceiling of the total value of the capital compensation for the office holders subordinate to the CEO throughout the compensation policy period from 9 times monthly salary to 18 in total during the entire policy period, and from an average value per year during the policy period of 3 times monthly salary to 6; (3) Updating the annual ceiling for the reimbursement of expenses to a director who is not an external/independent director who does not reside in the State of Israel, for direct expenses involving his participation in the meetings of the company's board of directors or its committees to a total of 75,000 US dollars (exceeded the total of 50,000 US dollars).
   Updates resulting from the changes detailed above were also included.
   It is hereby clarified that the stated in this section above is presented for convenience purposes only. For a full description of the changes introduced by the Updated Compensation Policy in relation to the 2021 Compensation Policy, please refer to the Updated Compensation Policy, marking the changes from the 2021 Compensation Policy, which is attached as Appendix A to this report.

2.3. Presented below is information on the manner of approval of the Updated Compensation Policy, the considerations and the matters addressed by the Compensation Committee and Board of Directors of the Company

1. Process of formulation of the Updated Compensation Policy

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As stated in section 2.1 above, in accordance with the provisions of Amendment 20, the Company carried out a process for the formulation of an updated compensation policy, on the basis of the 2021 Compensation Policy. For this purpose, the Compensation Committee, in its meetings on September 15, 2022 and October 23, 2022, examined the background material presented to it (as described in section 2.3.2 below) by management of the Company, with guidance from its legal counsel and an outside consulting firm specializing in executive compensation, Compvision R.O.I. Creative Solutions Ltd. (hereafter: "the Outside Consultant"), which has extensive experience in consulting Israeli companies (including public companies) on these matters.

In preparation for the formulation of the Updated Compensation Policy, the Outside Consultant performed a comparative analysis of the compensation principles and ceiling amounts compensation, as customarily granted to similar officers in comparable companies, based on the public policy documents of the comparable companies (benchmark study). The group of comparable companies was compiled based on the recommendation of the compensation consultant, alongside instructions and insights of the members of the Compensation Committee.

Pursuant to the stated above, on September 15, 2022, the Compensation Committee held a preliminary discussion of several principal issues pertaining to the Updated Compensation Policy, including the composition of the comparison group. The ensuing preliminary guidelines served as the basis for the draft Updated Compensation Policy that was presented to the Compensation Committee for approval. On October 23, 2022, the Compensation Committee approved the Updated Compensation Policy document and issued a unanimous recommendation to the Board of Directors of the Company in favor of the approval of the Updated Compensation Policy.

Following the aforesaid discussions and another discussion held by the Board of Directors of the Company on November 29, 2022, based on the background material that had been presented to it (as described in section 2.3.2 below) and taking into consideration the recommendation of the Compensation Committee, the Company's Board of Directors unanimously resolved to approve the Updated Compensation Policy (as described in Appendix Ato this report) and to submit it to the Company's general meeting for approval, in accordance with the provisions of Section 267A of the Companies Law.

2.3.2. The background material presented to the Compensation Committee and the Board of Directors

The data presented to the directors in the various discussions concerning the approval of the Updated Compensation Policy included, among others, as follows: