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1 Below is the immediate report submitted today to the Israeli Securities Authority ("ISA") and the Tel-Aviv Stock Exchange through the ISA's electronic submission system in accordance with the Securities Regulations (Periodic and Immediate Reports), Frutarom Industries Ltd. ( the Company ) Registration No.: The securities of the Company are listed for trading on the Tel-Aviv Stock Exchange Name: Frutarom 25 HaShaish St., P.O.B , Haifa Tel: , Fax: , tmirsky@frutarom.com July 4, 2017 Israeli Securities Authority Tel Aviv Stock Exchange Ltd. Subject: Immediate Report on the Convening of an Annual and Special General Meeting of the Shareholders of the Company In accordance with the Companies Law, ("Companies Law"), the Securities Regulations (Periodic and Immediate Reports), ("Reports Regulations"), the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in Public Company), , and the Companies Regulations (Written Votes and Position Papers), , notice is hereby given of an Annual and Special General Meeting of the Shareholders of the Company to be held on Tuesday, August 8, 2017 at 3:00 pm (Israel Time) at the Company s offices at 2 Hamenofim Street, Building A, Herzliya, Israel ("General Meeting" and "Company s Offices", respectively), for the purpose of reaching decisions on items on the agenda, as follows: 1. Items on the Agenda of the General Meeting 1.1. Presentation and discussion of the Company s annual financial reports and directors' report for The re-appointment of the firm of Kesselman & Kesselman as the independent auditors of the Company until the end of the next Annual General Meeting, and the authorizing of Company's Board of Directors to determine its fees The re-appointment of the directors currently serving in the Company, who are not outside directors, as follows: Dr. John J. Farber, Mrs. Maya Farber, Ms. Sandra Farber, Mr. Hans Abderhalden and Mr. Gil Leidner (an independent director) (collectively: "the Directors ) to an additional term of service as director on the Company s Board of Directors until the end of the next Annual General Meeting, under conditions identical to the conditions of their current service. A copy of the directors declarations in accordance with Section 224b of the Companies Law is attached as Appendix A to this report. To clarify, the

2 voting for each of the directors shall be conducted separately. 2. Description of the Items on the Agenda of the General Meeting 2.1. Presentation and discussion of the Company s annual financial reports and directors' report for 2016 Presentation and discussion of the Company s annual financial reports and directors' report on the Company's state of affairs for the year ended December 31, 2016, as published on March 23, 2017 on the distribution website of the Israeli Securities Authority at the address and on the website of the Tel Aviv Stock Exchange Ltd. at the address ( Periodic Report ). To clarify, this item is being brought to the attention of the General Meeting and a decision by the shareholders on this subject is not required Re-appointment of the firm of independent auditors and authorization of the Company's Board of Directors to determine its fees Re-appointment of Kesselman & Kesselman C.P.A.s, the accounting firm located at Trade Tower, 25 Hamered Street, Tel-Aviv, 68125, as the Company s independent auditors until the end of the next Annual General Meeting, and authorization of the Company's Board of Directors to determine its fees Re-appointment of the directors currently serving in the Company,who are not outside directors Re-appointing the directors currently serving in the Company, aside from outside directors, specified as follows: Dr. John J. Farber, Mrs. Maya Farber, Ms. Sandra Farber, Mr. Hans Abderhalden and Mr. Gil Leidner (an independent director) (collectively: the Directors ), to an additional term of service starting from the date of approval by this General Meeting and until the end of the next Annual General Meeting. Insofar as the extended terms of the aforementioned directors are approved, no changes shall be made in the conditions of engagement as they were up until the General Meeting and in accordance with the Company's Compensation Policy. To be clear, the vote concerning each of the directors shall be conducted separately. Declarations by the directors, in accordance with Section 224b of the Companies Law, are attached as Appendix A to this announcement. For information on each of the directions in accordance with Regulation 26 of the Reports Regulations, see Regulation 26 to Chapter D (Additional Information on the Corporation) of the Periodic Report.

3 3. Provisions for Voting at the General Meeting 3.1. Manner of Voting The shareholders may vote on decisions that are on the agenda of the meeting as shown above, either in person or by proxy or by written ballot (as described below) or by electronic ballot (as described below) Voting by Proxy An appointment letter for appointing a proxy shall be prepared as set out in the Company s Articles of Association The appointment letter (and the power of attorney or other authorization, if any, by which the appointment letter was signed) as well as the proof of ownership of the share (as described below) in the case of an unregistered shareholder or accompanied by a photocopy of the Israeli ID card, passport or certificate of incorporation (in the case of a shareholder registered in the registry of shareholders) must be provided to the Company s offices, such that the appointment letter and its accompanying documentation will arrive at the Company s offices no later than 48 hours prior to the time set for the meeting (unless presented to the chairman of the meeting upon the opening of the meeting at which the person specified in the appointment letter intends to vote, and all subject to the Company s Articles of Association) The above will also apply to any shareholder who is a corporation appointing a person to participate and vote in its place at the General Meeting The appointment letter shall be signed by the shareholder or by the person authorized for such in writing, and if the appointer is a corporation, it shall be signed in such a way that obligates the corporation. The Company may demand that it be delivered approval in writing to its satisfaction regarding the authority of the signers to obligate the corporation. The Company s Corporate Secretary or Board of Directors may, at their discretion, accept an appointment letter worded differently as long as the differences are not material Proof of Ownership In accordance with the Companies Regulations (Proving Ownership of a Share in order to Vote at a General Meeting), (hereinafter: Regulations on Proving Share Ownership ), a Company shareholder in whose name a Company share is registered with a member of the stock exchange and the same share is included among the Company shares listed in the Company s

4 registry of shareholders under the name of Registration Co. of United Mizrahi Bank Ltd. (hereinafter: the Member of the Stock Exchange ), and who is interested in voting in the General Meeting, shall provide the Company with proof from the Member of the Stock Exchange with respect to his ownership in the share, at the date of record, in accordance with Form 1 in the schedule attached to the Regulations on Proving Share Ownership. A shareholder whose shares are registered with a member of the stock exchange is entitled to receive the proof of ownership from the Member of the Stock Exchange through whom he holds his shares, at a branch of the Member of the Stock Exchange or delivered to his home by post for just the delivery fee, at his request, as long as the request in this case is submitted in advance to a specific securities account. Also, an unregistered shareholder may instruct that his proof of ownership be conveyed to the Company through the Electronic Voting System. Without derogating from the above, an approved electronic message according to section 44k5 of the Securities Law concerning user data in the Electronic Voting System is equivalent to proof of ownership of a share with regards to every shareholder included in it Legal Quorum and Adjourned Meeting According to the Company s Articles of Association, two or more shareholders, present in person, by proxy or by ballot upon the opening of the General Meeting, and holding shares constituting thirty three and one third percent or more of the total voting rights attached to the shares that are outstanding at that point in time shall constitute a legal quorum for holding the General Meeting. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting shall stand adjourned to the same day the following week, at the same hour and place, or any other time and place as the Board of Directors may designate in a notice to the shareholders. The requisite quorum at an adjourned General Meeting shall be one or more shareholders present in person or by proxy who hold at least one share. The only matters to be discussed at an adjourned General Meeting shall be those subjects which might have been legally discussed at the originally scheduled General Meeting had there been a legal quorum, and the only resolutions that could be accepted shall be those same type of resolutions which might have been accepted at the originally scheduled General Meeting Majority required Item 1.1 on the agenda does not require a decision by the General Meeting.

5 The majority required for decisions on items on the agenda is a majority of votes of the shareholders present and participating at the General Meeting The date of record The date for determining the right of a shareholder in the Company to participate and vote in the General Meeting, as prescribed by section 182 of the Companies Law, is the end of the day of trading on Monday, July 10, 2017 at the Tel-Aviv Stock Exchange (hereinafter: the Date of Record ) Submission of Ballots and Position Papers from the Member of the Stock Exchange Voting by ballot In accordance with the Voting Regulations with respect to each one of the resolutions on the agenda, a shareholder may vote at the General Meeting by means of the ballot attached to this report. Voting by ballot shall be done using the second half of the ballot. The shareholder must deliver the ballot (not an electronic ballot) to the Company offices together with proof of ownership of the share (in the case of an unregistered shareholder) or together with a photocopy of their Israel ID card, their passport, or certificate of incorporation (in the case of a shareholder registered in the registry of shareholders), such that it will arrive at the Company s Offices no later than four (4) hours before the meeting is convened, i.e. by August 8, 2017 at 11:00 am. For this purpose, the time of delivery is the time at which the ballot and all accompanying documentation reach the Company offices. The ballot and the position papers, as per their meaning in section 88 of the Companies Law (as far as will be provided), for said meeting can be found on the distribution website of the Israel Securities Authority at: and on the website of the Tel-Aviv Stock Exchange at maya.tase.co.il and on the distribution website of the London Stock Exchange at (hereinafter: the Distribution Websites ). A shareholder is entitled to directly contact the Company and receive from it the text of the ballot and position papers (as far as will be provided). The Member of the Stock Exchange shall send, at no charge, by electronic mail, a link to the text of the ballot and position papers (as far as will be provided) at the Distribution Website, to every shareholder who is not listed in the registry of shareholders and whose shares are registered with the same member of the stock exchange, except if the

6 shareholder notified that he is not interested in this, and so long as the notification was given concerning a specific securities account and prior to the Date of Record. The shareholder listed on the registry of shareholders and interested in voting by ballot shall specify his method of voting on the form and deliver this to the Company or send it to the Company via registered mail, together with a photocopy of his Israeli identity card or a photocopy of his passport or a photocopy of the certificate of incorporation, whichever applicable Voting through the Electronic Voting System An unregistered shareholder may also vote by means of a ballot conveyed by the electronic voting system, and this in accordance with the Voting Regulation. After the Date of Record, upon receiving an identification number and access code from the Member of the Stock Exchange and after an identification process, the unregistered shareholder may vote through the electronic system pursuant to Article B of Chapter 7-B of the Securities Law. The address of the electronic voting system as interpreted in section 44K of the Securities Law is In accordance with the Voting Regulations and the provisions of the Israel Securities Authority on this matter, voting by means of the electronic voting system shall be permitted beginning from the Date of Record and up until six (6) hours prior to the convening of the meeting, i.e. by August 8, 2017 at 09:00 am, or an earlier time that will be determined by the Israel Securities Authority provided that this is no more than 12 hours prior to the convening of the meeting ( Time that the System is Locked ). It is hereby clarified that voting by means of the electronic voting system will be subject to change or cancellation until the Time that the System is Locked and it will not be possible to change it through the system after this time Voting by More than One Method Should the shareholder have voted by means of more than one stated method, his later vote shall be counted, whereas the vote of the shareholder himself at the meeting or through a proxy shall be considered later than a vote by ballot or through the electronic voting system Position Papers The final date for Company shareholders to provide the Company with a position paper is ten (10) days prior to the date of the General

7 Meeting, i.e. by Saturday, July 29, The final day for the Board of Directors to produce a response to position papers (as far as will be provided) if and as far as the Board of Directors will choose to submit its response to such position papers is no later than five (5) days prior to the date of the General Meeting,.i.e. by Thursday, August 3, A shareholder may contact the Company directly and receive from it the text of the ballot and the position papers (insofar as will be provided) A shareholder participating in the voting shall notify the Company before voting, and if the vote is by a ballot he will indicate in the designated spot on the second part of the ballot whether or not he has a personal interest in the transaction being approved. If the shareholder does not provide such information, his vote will not be counted 4. Last Date for Submitting a Request to Include a Subject on the Agenda One or more shareholders with at least one percent of voting rights at the meeting may request that the Board of Directors include a subject on the meeting s agenda, and only if the subject is suitable to be discussed at the meeting in accordance with the determination of the Company s Board of Directors (hereinafter: Added Subject ). Such request by a shareholder to include a subject on the meeting s agenda shall be submitted to the Company within seven (7) days following the calling of the meeting according to this report. Should such a request be submitted, the Added Subjects may be added to the meeting s agenda and their details shall appear on the Distribution Websites of the Israel Securities Authority and others listed above in section To be clear, publication of the updated agenda (including any Added Subject), inasmuch as it is updated, shall not change the Date of Record. 5. Company Representatives for Handling Immediate Reports The Company representatives for handling this reporting are Tali Mirsky, Adv., Global VP Legal Affairs & Corporate Secretary, and/or Eden Senay Tagania, Adv., Legal Counsel, at 2 Hamenofim Street, Herzliya (the Company s offices), tel: ; fax: Viewing the documents A copy of this report with all its appendices may be viewed at the Company s offices from Sunday through Thursday during customary working hours following prior arrangement with Tali Mirsky, Adv. or Eden Senay Tagania, Adv. at: ; and only prior to the convening of the meeting for approving the resolutions on the agenda, and on the website of the Israel Securities Authority and the other Distribution Websites listed above (with their addresses) in section

8 Sincerely yours, Tali Mirsky, Adv. Global VP Legal Affairs & Corporate Secretary Frutarom Industries Ltd.

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20 FRUTAROM INDUSTRIES LTD. ( the Company ) BALLOT ACCORDING TO THE COMPANIES REGULATIONS (WRITTEN VOTES AND POSITION PAPERS) ( the Regulations ) - PART ONE - 1. Company name: Frutarom Industries Ltd. ( the Company"). 2. Type of general meeting, date and location: Annual and Special General Meeting of the Company s shareholders to be held on Tuesday, August 8, 2017 at 3:00 pm (Israel time) ( the Meeting or the General Meeting ) at the Company s offices at 2 Hamenofim Street, Building A, Herzliya, Israel ( the Company Offices ). 3. Description of the items on the agenda for which votes may be cast by this ballot 3.1. Presentation and discussion of the Company s annual financial reports and directors' report for The re-appointment of the firm of Kesselman & Kesselman as the independent auditors of the Company until the end of the next Annual General Meeting, and the authorizing of the Company s Board of Directors to determine its fees The re-appointment of the directors currently serving in the Company (who are not outside directors) as follows: Dr. John J. Farber, Mrs. Maya Farber, Ms. Sandra Farber, Mr. Hans Abderhalden, and Mr. Gil Leidner (an independent director) (the Directors ) for an additional term of service as directors on the Company s Board of Directors until the end of the next Annual General Meeting, under conditions identical to the conditions of their current service. A copy of the directors declarations in accordance with Section 224b of the Companies Law is attached as Appendix A to this report. To clarify, the voting for each of the directors shall be conducted separately. 4. Legal Quorum and Adjourned Meeting According to the Company s Articles of Association, two or more shareholders, present in person, by proxy or by ballot upon the opening of the General Meeting, and holding shares constituting thirty three and one third percent or more of the total voting rights attached to the shares that are outstanding at that point in time shall constitute a legal quorum for holding the General Meeting. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting shall stand adjourned to the same day the following week, at the same hour and place, or any other time and place as the Board of Directors may designate in a notice to the shareholders. The requisite quorum at an adjourned General Meeting shall be as follows: One or more shareholders present in person or by proxy who hold at least one share. The only matters to be discussed at an adjourned General Meeting shall be those subjects which might have been legally discussed at the originally scheduled General Meeting had there been a legal quorum, and the only resolutions that could be accepted shall be those same type of resolutions which might have been accepted at the originally scheduled General Meeting.

21 5. Location and time for viewing the full text of the proposed resolutions A copy of the Immediate Report, to which this ballot is attached, containing the full text of the decisions, shall be available for viewing at the Company Offices from Sunday through Thursday during customary working hours following prior arrangement with Tali Mirsky, Adv. (Global VP Legal Affairs & Corporate Secretary) or Eden Senay Tagania, Adv. (Legal Counsel) at: up until the time of the meeting or of the adjourned meeting. Also, the Immediate Report (to which this ballot is attached) with all its appendices appears on the distribution website of the Israeli Securities Authority, (the MAGNA site or distribution site), the website of the Tel-Aviv Stock Exchange ( the MAYA site) and the distribution website of the London Stock Exchange, the addresses of which are specified on this ballot below. 6. Information, to the best of the Company s knowledge, on the candidates for serving as directors in the Company For information on each of the specified directors, as stipulated by Regulation 26 to the Securities Regulations (Periodic and Immediate Reports), ( Reports Regulations ), see Regulation 26 in Chapter D of the Company s Periodic Report for 2016 as published by the Company on March 23, This information is also correct as of the date of this report. Each of the specified directors has signed a declaration in accordance with the provisions of Section 224b of the Companies Law, copies of which are attached as Appendix A to the Immediate Report. 7. Requisite majority for resolutions at the General Meeting for each of the items on the agenda Item 3.1 on the agenda does not require a decision by the General Meeting. The majority that will be required at the General Meeting for approving decisions included in items on the agenda is a majority of all votes of shareholders present and participating at the General Meeting. 8. Specifying the method of voting and the validity of the ballot The vote shall be performed on the second part of this ballot where the shareholder shall indicate the method of voting concerning resolutions on the agenda. A ballot will have validity for an unregistered shareholder only if attached to it is a proof of ownership or if proof of ownership had been sent to the Company through the electronic voting system (see details below). The ballot will be valid for a shareholder in accordance with section 177(2) in the Companies Law only if accompanied by a photocopy of the Israeli ID card, a passport, or a certification of incorporation. A ballot that is not submitted as stated in this section above shall be void. 9. Submitting a ballot and voting through the electronic voting system A ballot (which is not electronic) and the documentation required to be attached must be submitted to the Company Offices by four (4) hours prior to the convening of the General Meeting, i.e. by August 8, 2017 at 11:00 am.

22 An unregistered shareholder may also vote by ballot conveyed by the electronic voting system, and this is in accordance to the regulations and provisions of the Israel Securities Authority on this matter. Voting by means of the electronic voting system will be possible beginning from the end of the date of record and until six (6) hours prior to convening of the meeting, i.e. until August 8, 2017 at 9:00 am or until an earlier time as might be determined by the Israel Securities Authority as long as this is no more than 12 hours prior to the convening of the meeting ( Time that the System is Locked ). It is hereby clarified that voting by means of the electronic voting system is subject to change or cancellation until the Time when the System is Locked and it will not be possible to change this through the system after that time. 10. The address for delivering ballots and position papers Ballots and position papers shall be delivered to Tali Mirsky, Adv. (Global VP Legal Affairs & Corporate Secretary) and/or Eden Senay Tagania, Adv. (Legal Counsel) at the Company Offices - 2 Hamenofim St., Building A, Herzliya, Israel. 11. Final date for submitting position papers to the Company and the final date for the Board of Directors to respond to position papers The final date for submission of position papers by Company shareholders to the Company is ten (10) days prior to the General Meeting, i.e. by Saturday July 29, The final date for the Board of Directors to produce a response to position papers (as far as will be provided) inasmuch as the Board of Directors chooses to submit its response to such position papers shall be no later than five (5) days prior to the date of the General Meeting, i.e. by Thursday, August 3, Distribution and Internet website addresses of the stock exchange where ballots and position papers may be found The distribution website for the Israeli Securities Authority ( the distribution website for the Tel-Aviv Stock Exchange Ltd. ( and the distribution website for the London Stock Exchange ( 13. Obtaining proof of ownership In accordance with the Companies Regulations (Proving Ownership of a Share in order to Vote at a General Meeting), ( Regulations on Proving Share Ownership ), a shareholder in whose name a share is registered with a member of the stock exchange and the same share is included among the shares listed in the registry under the name of Registration Co. of United Mizrahi Bank Ltd. ( the Member of the Stock Exchange ), and who is interested in voting at the General Meeting, shall provide the Company with proof from the Member of the Stock Exchange with respect to his ownership in the share at the date of record, in accordance with Form 1 in the schedule attached to the Regulations on Proving Share Ownership. The shareholder must provide the Company s offices with the stated proof of ownership along with the ballot, such that they arrive at the Company Offices no later than four (4) hours prior to the convening of the meeting, i.e. by August 8, 2017 at 11:00 am. A shareholder whose shares are registered with the Member of the Stock Exchange is entitled to receive the proof of ownership from the Member of the Stock Exchange through whom he holds his shares, at a branch of the Member of the Stock

23 Exchange or delivered to his home by post for just the delivery fee, at his request, as long as the request in this case is submitted in advance to a specific securities account. Also, an unregistered shareholder may instruct that his proof of ownership be conveyed to the Company through the electronic voting system. Without derogating from the above, an approved electronic message according to section 44k5 of the Securities Law, concerning user data in the electronic voting system is equivalent to proof of ownership of a share with regards to any shareholder included in it. 14. Obtaining ballots and position papers An unregistered shareholder whose shares are registered with the Member of the Stock Exchange is entitled to receive by at no cost a link to the ballot and position papers on the distribution website from the Member of the Stock Exchange through whom he holds his shares unless he has notified the Member of the Stock Exchange that he does not wish to receive the aforementioned link or gave notification that he wishes to receive ballots by mail in exchange for payment. His notification regarding the ballot will also apply to receiving position papers. 15. Viewing ballots and position papers One or more shareholders holding shares constituting five (5) percent or more of the total voting rights in the Company, and anyone holding such a percentage of total voting rights not held by the Company s controlling shareholder as defined in Section 268 of the Companies Law, is entitled in person or through a proxy on his behalf, following the convening of the meeting, to view at the Company s registered offices during normal business hours the ballots that reached the Company, as specified in Regulation 10 of the Regulations. a. The number of shares constituting 5% of the total voting rights in the Company as of the date of this report (undiluted) is 2,971,588 ordinary shares of the Company of NIS1.00 par value each. b. The number of shares constituting 5% of the total voting rights in the Company as of the date of this report (undiluted) that are not held by the controlling shareholder is 1,901,242 ordinary shares of the Company of NIS1.00 par value each. 16. Changes in the agenda of the General Meeting and the final date for presenting a revised ballot After the ballot has been issued there may be changes to the agenda, including the addition of an item to the agenda, and position papers may be issued. The up-to-date agenda and position papers issued, inasmuch as any are issued, may be viewed among the Company s reports on the distribution websites whose addresses appear in Section 12 above. Should the addition of a subject to the agenda of the General Meeting be required and the Company issue an updated ballot (which includes the aforementioned additional subject(s)), the Company shall issue said updated ballot at the time it publishes the updated agenda of the meeting in accordance with the timetables set in section 5B of the Companies Regulations (Notice of General Meetings and of Category Meetings in a Public Company and Adding a Subject to the Agenda),

24 A shareholder shall specify how he votes on each item on the agenda upon the form which constitutes the second part of this ballot. Company name: Company address (for submitting and delivering ballots): BALLOT PART TWO Frutarom Industries Ltd. Company registration number: Date of Meeting: Type of meeting: Company s offices at 2 Hamenofim Street, Building A, Herzliya, Israel. Tuesday, August 8, 2017 at 3:00 pm. Annual and Special General Meeting of Company shareholders. Date of record: End of trading on Monday, July 10, Shareholder s details: Name of shareholder: Identification number: If the shareholder does not have an Israeli identification number - Passport number: Country of issue: Expiration date: If the shareholder is a company - Company registration number: Country of incorporation: Voting: Agenda item The re-appointment of the firm of Kesselman & Kesselman as independent auditor of the Company until the end of the next Annual General Meeting, and the authorizing of the Company s Board of Directors to determine its fees. The re-appointment of the director currently serving in the Company, Dr. John J. Farber, to an additional term of service Vote 1 For Against Abstain 1 Lack of a mark will be considered an abstention from voting on that item.

25 Agenda item as director on the Company s Board of Directors until the end of the next Annual General Meeting under conditions identical to the conditions of his current service. The re-appointment of the director currently serving in the Company, Mrs. Maya Farber, to an additional term of service as director on the Company s Board of Directors until the end of the next Annual General Meeting under conditions identical to the conditions of her current service. The re-appointment of the director currently serving in the Company, Ms. Sandra Farber, to an additional term of service as director on the Company s Board of Directors until the end of the next Annual General Meeting under conditions identical to the conditions of her current service. The re-appointment of the director currently serving in the Company, Mr. Hans Abderhalden, to an additional term of service as director on the Company s Board of Directors until the end of the next Annual General Meeting under conditions identical to the conditions of his current service. The re-appointment of the director currently serving in the Company, Mr. Gil Leidner (an independent director), to an additional term of service as director on the Company s Board of Directors until the end of the next Annual General Meeting under conditions identical to the conditions of his current service. Vote 1 For Against Abstain For shareholders holding shares through a stock exchange member (according to Section 177(1) of the Companies Law), this ballot is valid only when accompanied by proof of ownership except in cases where the vote takes place through the system. Shareholders registered in the Company s registry of shareholders this ballot is valid only when accompanied by a photocopy of an Israeli ID card/passport/certificate of incorporation. Details on my having a personal interest in the approval of the proposed resolution: Signature Date

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