HV-Bekanntmachung: RNTS Media N.V.: Bekanntmachung der Einberufung zur Hauptversammlung am 11.04.2017 in Amsterdam, The Netherlands mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

RNTS Media N.V. (the Company) invites its shareholders to its Extraordinary General Meeting of Shareholders (EGM) to be held at the offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on 11 April 2017, at 12:00 hours CET. The language of the meeting shall be in English.

The agenda items of the EGM will be as follows:

Agenda

Meeting documents

The agenda above and the explanatory notes thereto, the proposals for the amendments of the articles of association, the profile for the supervisory board and the Stock Option Plan are all available free of charge on the Company's website: www.rntsmedia.com.

Record Date

The management board has determined that for this meeting the persons who will be considered as entitled to attend the general meeting, are those holders of shares who on 14 March 2017, after close of trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the Record Date), hold those rights and are registered as such in the administrations of their banks and brokers.

Registration to vote

Shareholders are entitled to vote up to the total number of shares that they held at the close of trading at the Record Date, provided they have registered their shares timely.

A confirmation by the bank in which administration the shareholder is registered for the shares must be submitted to the Company, stating that such shares were registered in his/her name at the Record Date. With this confirmation, banks are furthermore requested to include the full address details of the relevant holder in order to be able to verify the shareholding on the Record Date in an efficient manner.

The confirmation must be sent by the shareholder's bank to the Company, not later than on 4 April 2017. A copy of the confirmation may be sent by e-mail to agm@rntsmedia.com. Please send the original confirmation to the address of the Company listed below. The Company will send an email confirmation to the shareholder of the registration for the EGM.

Voting by Proxy

Notwithstanding the obligation to register for the meeting, the right to attend and to vote at the meeting may be exercised by a holder of a written proxy. A form of a written proxy is available on the Company's website. The written proxy must be received by the Company no later than on 4 April 2017, 17:30 hours CET. The proxy to represent a shareholder may (but needs not) be granted to Ms J.J.C.A. Leemrijse, civil law notary with Allen & Overy LLP, by sending an email with proxy and voting instructions to agm@rntsmedia.com no later than 4 April 2017 at 17:30 hours CET. Please send the original proxy to the address listed below. A copy of the written proxy must be shown at the registration prior to the start of the meeting.

If you intend to instruct your custodian bank for any of the above, please be aware that their deadlines could be a number of days before those mentioned above. Please check with the individual institutions as to their cut-off dates.

Registration and identification at the meeting

Registration for admission to the meeting will take place from 11:00 hours CET until the commencement of the meeting at 12:00 hours CET. After this time registration is no longer possible. Persons entitled to attend the meeting may be asked for identification prior to being admitted by means of a valid identity document, such as a passport or driver's license.

As of 27 February 2017 the issued share capital of the Company amounts to EUR 11,453,333.30, divided into 114,533,333 ordinary shares of EUR 0.10 each.

For further information please see the Company's website www.rntsmedia.com.

All communications to the Company or the management board in connection with the foregoing must be addressed to the Company as follows:

RNTS Media N.V. attn.: Legal Department Johannisstrasse 20 10117 Berlin email: agm@rntsmedia.com

Berlin, Germany, 27 February 2017

For the Extraordinary General Meeting of Shareholders (EGM) of RNTS Media N.V. to be held at the offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on 11 April 2017, at 12:00 PM CET.

The undersigned:

_________________________________________________________________________ (name)

_________________________________________________________________________ (address)

_________________________________________________________________________ (postal code and city)

_________________________________________________________________________ (country)

(the Shareholder) acting in his / her / its capacity as holder of ________________________(number) bearer shares in RNTS Media N.V., hereby grants a proxy to:

_________________________________________________________________________ (name)

_________________________________________________________________________ (address)

_________________________________________________________________________ (postal code and city)

_________________________________________________________________________ (country)

to represent the Shareholder at the EGM and to speak on behalf of the Shareholder and to vote the shares in respect of the items on the agenda for the EGM, in the manner set out below. In case no box is ticked the proxy is deemed to be given to Ms J.J.C.A. Leemrijse (or, as the case may be, her substitute).

Signed in _________________________________on ____________________ 2017.

Signature: _________________________________

This proxy must be received by RNTS Media N.V. no later than on 4 April 2017 at 17:30 hours CET, by e-mail: agm@rntsmedia.com or by mail at the following address:

RNTS Media N.V. attn.: Legal Department Johannisstrasse 20 10117 Berlin email: agm@rntsmedia.com

Please send the original copy of the proxy by mail to the address listed above.

Please note that the proxyholder, in order to be admitted to the meeting, shall be required to show at the entrance of the meeting (i) a copy of this proxy plus identification and (ii) the registration statement, delivered in accordance with the requirements set forth in the notice of the meeting.

Explanatory notes to the agenda of the extraordinary general meeting of shareholders (EGM) of RNTS Media N.V. (the Company) of 11 April 2017

Agenda item 2

Proposal to amend the articles of association of the Company

(a) Amendment 1

This item will be voted on.

It is proposed to amend the articles of association of the Company for the purpose of changing the official name of the Company to Fyber N.V.

At the 2016 AGM, the general meeting approved that the articles of association of the Company would be amended in connection to a rebranding of the Group, among other things, by adopting the Fyber brand at the level of the listed holding entity. It was approved to change the statutory name of the holding company to Fyber N.V. by an amendment of the articles of association of the Company. In the explanatory notes, it was stated that the deed of amendment of the articles of association of the Company would not be executed until after the settlement of the last tranche of the put option that was granted to the sellers of the Fyber shares as part of the acquisition of Fyber by the Company (reference is made to page 114 of the listing prospectus that is available via the website of the Company (www.rntsmedia.com/prospectus/).

Because of the fact that, at the time of the convocation of this EGM, the last tranche of the put option has not yet been settled whereas the rebranding is envisaged to take place in Q2 of the financial year 2017, the general meeting will be requested to approve that the articles of association will be amended simultaneously with the rebranding and therefore irrespective of the closing of the put option, whereby the exact moment of implementation of the rebranding (and therefore the execution of the deed of amendment) will be decided by the management board.

(b) Amendment 2

This item will be voted on.

It is proposed to further amend the articles of association of the Company for the purpose of changing the form of the shares from bearer shares to registered shares.

From the perspective of the Company, physical bearer shares represent a greater administrative burden compared to registered shares. Also the general concept of bearer shares has come under increased scrutiny of policy makers in connection to the possible misuse of bearer shares (see among other things recommendation 24 of the Financial Action Task Force (www.fatf-gafi.org)). For these reasons the Company intends to join an ever increasing number of listed companies in the process of complete dematerialisation of the Company's share capital by converting the Company's shares from bearer shares into registered shares. The bearer shares are currently embodied in three global bearer share certificates which will be cancelled upon the conversion and per which moment a new registered share certificate will be issued to Clearstream Frankfurt. Clearstream Frankfurt will be registered as the Company's shareholder in its register of shareholders. Since the Company's shares are listed and traded via the German giro system, the conversion will not affect the rights or obligations of the shareholders nor will it affect the share trade.

(c) Amendment 3

This item will be voted on.

It is proposed to further amend the articles of association of the Company for the purpose of allowing new shares to be issued at the expense of the reserves of the Company to participants in the Stock Option Plan.

As is explained below under agenda item 3, it is proposed to amend the Stock Option Plan to facilitate a so-called cashless exercise of stock options by participants in the Stock Option Plan.

To enable the Company to issue shares to the participants in the Stock Option Plan without the participants having to pay up these shares, the articles of association of the Company will provide that these shares may be issued expense of the reserves of the Company.

The proposals under 2(a) through 2(c) also include the authorisation of each member of the management board and each civil-law notary (and deputy civil-law notary), paralegal and notarial assistant at Allen & Overy LLP, Attorneys at Law, Civil-Law Notaries and Tax Consultants, in Amsterdam, the Netherlands to have the notarial deeds of amendment of the articles of association executed.

Agenda item 3

Proposal to approve the Stock Option Plan

This item will be voted on.

In accordance with its remuneration policy, the Company uses a stock option programme for the purpose of awarding, retaining and attracting talented employees, service providers and executives. The management board and the supervisory board are of the opinion that share-based incentives increase commitment and motivation on the part of participants in the plan and therefore benefit the Company and create shareholder value.

The share award programme for members of the management board and employees in the form of the Stock Option Plan was approved by the general meeting at the extraordinary general meeting of shareholders held on 1 April 2015.

The Stock Option Plan (which, for the avoidance of doubt, includes the Israeli subplan) was most recently amended in the 2016 AGM to accommodate the increase in the number of persons who are eligible to participate in the Stock Option Plan, as a consequence of not only organic growth of the Company but also because of the recent acquisitions of Falk, Heyzap and Inneractive. Reference is made to the explanatory notes to agenda item 6 of the 2016 AGM.

As the Company considers the attractiveness of its stock option programme a key element of its employee and executive award proposition - and therefore for its further growth - the programme and the Stock Option Plan are periodically assessed and evaluated. From recent evaluations it became apparent that the way in which the programme is currently structured undermines the programme's attractiveness and therefore its purpose. This is a consequence of the fact that participants are required to pay the issue price for the new shares that are issued under the programme and must therefore have the resources required to pay up the issue price of the new shares (i.e. the strike price). Following a study of alternative exercise mechanisms, the supervisory board, upon recommendation of the remuneration committee, decided that the plan should allow for a so-called cashless exercise mechanism.

Cashless exercise describes a mechanism whereby the value of the award is based on the number of options (N), the strike price of the stock option (SP) and the share price at the time of the exercise (FMV). The value of the award is then paid to the option holder in the form of shares in the capital of the Company whereby the number of shares that are awarded (S) will depend on the price for which shares are traded at the exercise date.

The number of shares to which the participant will be entitled can therefore be calculated by using the following formula:

The nominal value of the shares (S) that are issued to the participants is paid at the expense of the reserves of the Company. The general meeting will be requested to resolve on the required amendment of the articles of association under agenda item 2(b) of the agenda for this EGM.

The plan provides for a sell-to-cover mechanism whereby part of the share award can be sold in the market on behalf of the participant to cover the participant's personal taxes that are payable in connection with the award.

Since the Stock Option Plan contains the terms and conditions of the share based remuneration for members of the management board, it will be submitted for approval by the general meeting in accordance with Section 2:135 paragraph 5 of the Dutch Civil Code. The revised Stock Option Plan is available as part of the 'EGM 2017 Annexes to Notice and Agenda' on the Company website (http://www.rntsmedia.com/agm-egm/).

Agenda item 4

Supervisory Board

This is a discussion item.

Following the nomination of three new members by the supervisory board and the subsequent appointment of these members by the general meeting at the 2016 AGM, the supervisory board consisted of six members. The supervisory board strives to maintain such numerical composition as it not only benefits the overall expertise of the supervisory board but it allows different views and expertise to contribute to the decision making process which stimulates critical and well-balanced supervision by the supervisory board and therefore benefits the Company and its stakeholders.

In accordance with article 2.1 of its by-laws, the supervisory board resolved on 13 February 2017 that it shall be composed of six members.

The supervisory board considered that, although its six member configuration has been effective since the 2016 AGM and has been approved by the boards and the general meeting, this was not yet reflected in the by-laws of the supervisory board and the supervisory board profile which consequently needed to be updated accordingly.

This item will be voted on.

On 1 April 2015 the general meeting of the Company approved that, with effect from 1 January 2015, each of the members of the supervisory board is entitled to an annual remuneration of USD 100,000 or less at the discretion of the supervisory board.

On 12 August 2015 the shares in the capital of the Company were admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations of the Frankfurt Stock Exchange (Prime Standard). As a consequence of the listing on a premium market, the tasks and responsibilities of the supervisory board substantially increased.

This required changes to be made to the supervisory board both in respect of its size and composition. These changes were effected in the course of the financial year 2016 by the appointment of three independent members of the supervisory board and the establishment of the supervisory board committees. For the chairman of the supervisory board, the more pronounced role of the supervisory board in the areas of, among other things, governance and risk management resulted in an increase in tasks and responsibilities.

It is proposed that, effective from 1 January 2017, the annual remuneration of the chairman of the supervisory board will be EUR 200,000.

The annual remuneration for all other members of the supervisory board will be EUR 100,000. The remuneration can be adjusted downwards at the discretion of the supervisory board.

It is noted that, directors will be remunerated in EUR instead of USD. To the extent this resulted in an increase in remuneration as a consequence of the applied exchange ratio this agenda item includes the approval of such increase as a consequence of the change in currency. The Company deems such a change sensible since the Company reports in euro in its annual accounts and since rewards of directors of many of the companies that are currently regarded as the Company's main peer group are euro denominated which makes it easier to come to a transparent comparison of, among other things, the reward structure within this group of companies.

The actual payment of the supervisory board remuneration for the financial year 2015 took place at the same time as the remuneration for the first half of 2016 in the form of lump sum payments of USD 150,000 to each of the three members of the supervisory board who were in office for the duration of this entire period. From 1 July 2016 onwards payment of the remuneration will also be effected in quarterly instalments (payable at the start of every quarter) during the financial year to which the remuneration relates.

The award of the 2015 remuneration for members of the supervisory board was not reflected in the 2015 accounts. The management board and supervisory board are of the opinion that such information does not result in the accounts to materially fail in providing the necessary insight (ernstige mate tekort schieten in het geven van inzicht) as referred to in Section 2:362 paragraph 6 of the Dutch Civil Code.

Approval of this proposal also includes the approval of the remuneration offered to Mr Yaron Valler who has been designated as interim member of the supervisory board by the supervisory board following the resignation of Mr Kavanaugh (reference is made to the press release published by the Company on 13 February 2017). Since Mr Valler will be performing the tasks and duties of a member of the supervisory board Mr Valler will be awarded on equal terms as the members of the supervisory board, effective as of the date of his appointment.

This item will be voted on.

As explained under agenda item 4(b) the change in the Company's profile to a company with shares listed on the regulated market as of 2015 resulted in a significant increase in the duties and responsibilities of the supervisory directors compared to previous year. This especially applied to the chairman who is first point of contact and actively involved in numerous company matters, including the 2016 tap issue of senior, unsecured convertible bonds.

Consequently, the involvement and responsibilities of the chairman exceed the scope of work of other members of the supervisory board, and has done so since upgrading the listing to the Frankfurt Stock Exchange in August 2015. It is therefore that, as an acknowledgement of these services, the supervisory board, upon the proposal of the remuneration committee, proposes to apply the revised remuneration of the chairman as referred to in agenda item 4(b) to Mr Van Daele retroactively as per 1 January 2016.

Approval of this proposal results in the one-off additional award for the chairman of EUR 100,000 to reflect such retroactive increase in remuneration.

It is noted that Mr Van Daele did not participate in the decision making process within the supervisory board in connection to this agenda item.

Agenda item 5

Proposal to appoint the external auditor for the audit of the Annual Accounts 2016 and the Annual Accounts 2017

This item will be voted on.

No agreement was reached between the Company and Ernst & Young Accountants LLP about the engagement for the audit of the Annual Accounts 2016.

As soon as it became apparent that no agreement could be reached with Ernst & Young Accountants LLP, the audit committee, with close involvement of the CFO, approached other accountant firms for the audit of the Annual Accounts 2016.

The appointment of the external auditor would also apply to the audit of the Annual Accounts 2017. The resolution to appoint an external auditor therefore constitutes a revocation of the resolutions by the general meeting to appoint an external auditor for the fiscal year 2016 that were adopted at 2015 AGM and the 2016 AGM respectively.

Upon recommendation by the audit committee, the supervisory board proposes to instruct Grant Thornton Accountants en Adviseurs B.V. to audit the Annual Accounts 2016 and the Annual Accounts 2017. When making its recommendation to the supervisory board, the audit committee in its accompanying proposal to the supervisory board has chosen Grant Thornton from the very select group of audit firms that have the required expertise of performing audits on Dutch listed companies with international operations.

An update on the status of the preparation and audit of the Annual Accounts 2016 will be provided under this agenda item. As announced in its engagement letter of 9 February 2017, Grant Thornton indicated that it will start its audit as a new auditor to the Company only following the formal appointment as the Company's auditor by the general meeting. Due to this late appointment it will not have completed its audit by the end of April 2017. Consequently, the Company will not be able to meet certain filing deadlines imposed by applicable regulations under Dutch and German laws. The Company expects the auditor to be able to complete its audit of the Annual Accounts 2016 around July 2017, in which case the Annual Accounts 2016 can be submitted for approval to the general meeting at the 2017 AGM following such date.

Office translation In preparing this document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation, and if they do, the Dutch text will govern by law.

In this document, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

The following proposal contains two columns. The text of the current Articles of Association is stated in the left column and the text of the proposed new text is stated in the right column. In addition, general explanatory notes discussing the key issues of the proposed changes are available separately as part of the explanatory notes to the agenda.

Agenda item 2 (a) - Amendment 1 - Bold Agenda item 2 (b) - Amendment 2 - Italic Agenda item 2 (c) - Amendment 3 - Underlined

This Option Plan is designed in order to grant options on ordinary shares in the capital of RNTS Media N.V. to certain management board members and employees of RNTS Media N.V. and its Subsidiaries following a consistent course of action as regards the conditions and periodicity of the grants.

This Option Plan was originally approved on 1 April 2015 (Initial Adoption Date). This Option Plan was amended and restated by the Supervisory Board and approved by the General Meeting on [●] 2017 (Amendment Date).

The following terms apply:

This Option Plan is designed in order to grant options on ordinary shares in the capital of RNTS Media N.V. to certain management board members and employees of RNTS Media N.V. and its Subsidiaries following a consistent course of action as regards the conditions and periodicity of the grants.

This Option Plan was originally approved on 1 April 2015 (Initial Adoption Date). This Option Plan was amended and restated by the Supervisory Board and approved by the General Meeting on [11 April] 2017 (Amendment Date).

The following terms apply:

This Israeli Appendix (the 'Appendix') to the Stock Option Plan of RNTS Media N.V. (the 'Company') as approved and adopted by the supervisory board of the Company and approved by the general meeting of the Company on [11 April 2017] (the 'Plan') shall apply only to persons who are, or are deemed to be, residents of the State of Israel for Israeli tax purposes.

1. GENERAL

1.1. The management board of the Company (the 'Management Board'), in its discretion, may grant Options to Nominees not being members of the Management Board and the supervisory board of the Company (the 'Supervisory Board') in its discretion, may grant Options to Nominees being members of the Management Board, both in accordance with Article 5.3 of the Plan and such corporate body shall determine whether such Options are intended to be 102 Options or 3(9) Options. Each grant of Options shall be evidenced by an Option Agreement, which shall expressly state that this Appendix applies, as the case may be, and identify the Option type, and be in such form and contain such provisions, as the Management shall from time to time deem appropriate.

1.2. The Plan shall apply to any Options granted pursuant to this Appendix, provided, that the provisions of this Appendix shall supersede in the case of any inconsistency or conflict, either explicit or implied, arising between the provisions of this Appendix and the Plan.

1.3. Unless otherwise defined in this Appendix, capitalized terms contained herein shall have the same meanings given to them in the Plan.

2. DEFINITIONS.

2.1. '3(9) Option' means any Option representing a right to purchase Shares granted by the Company to any Nominee who is not an Employee pursuant to Section 3(9) of the Ordinance.

2.2. '102 Option' means any Option intended to qualify (as set forth in the Option Agreement) and which qualifies under Section 102, provided it is settled only in Shares.

2.3. '102 Capital Gain Track Option' means any Option granted by the Company to an Employee pursuant to Section 102(b)(2) or (3) (as applicable) of the Ordinance under the capital gain track.

2.4. '102 Non-Trustee Option' means any Option granted by the Company to an Employee pursuant to Section 102(c) of the Ordinance without a Trustee.

2.5. '102 Ordinary Income Track Option' means any Option granted by the Company to an Employee pursuant to Section 102(b)(1) of the Ordinance under the ordinary income track.

2.6. '102 Trustee Options' means, collectively, 102 Capital Gain Track Options and 102 Ordinary Income Track Options.

2.7. 'Affiliate' means, for purpose of 102 Trustee Option, an 'employing company' within the meaning and subject to the conditions of Section 102(a) of the Ordinance.

2.8. 'Applicable Law' shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgement, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the common stock of the Company are then traded or listed.

2.9. 'Controlling Stockholder' means as to such term is defined in Section 32(9) of the Ordinance.

2.10. 'Election' as defined in Section ‎3.2 below.

2.11. 'Employee' means an 'employee' within the meaning of Section 102(a) of the Ordinance (which as of the date of the adoption of this Appendix means (i) an individual employed by an Israeli company being an Affiliate, and (ii) an individual who is serving and is engaged personally (and not through an entity) as an 'office holder' by an Affiliate, excluding any Controlling Stockholder).

2.12. 'ITA' means the Israel Tax Authority.

2.13. 'Management' means:

(i) where the Nominee or Optionee concerned is a member of the Management Board, the Supervisory Board; and

(ii) where the Nominee or Optionee concerned is not a member of the Management Board, the Management Board.

2.14. 'Nominee' means a Nominee as defined in the Plan who is, or is deemed to be, resident of the State of Israel for Israeli tax purposes.

2.15. 'Ordinance' means the Israeli Income Tax Ordinance (New Version), 1961, including the Rules and any other regulations, rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time.

2.16. 'Optionee' means an Optionee as defined in the Plan who is, or is deemed to be, resident of the State of Israel for Israeli tax purposes.

2.17. 'Required Holding Period' as defined in Section ‎3.5.1 below.

2.18. 'Rules' means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003.

2.19. 'Section 102' means Section 102 of the Ordinance.

2.20. 'Trust Agreement' means the agreement to be signed between the Company, an Affiliate and the Trustee for the purposes of Section 102.

2.21. 'Trustee' means the trustee appointed by Management to hold the Options and approved by the ITA.

2.22. 'Withholding Obligations' as defined in Section ‎5.5 below.

3. 102 OPTIONS

3.1. Tracks. Options granted pursuant to this Section ‎3 are intended to be granted as either 102 Capital Gain Track Options or 102 Ordinary Income Track Options. 102 Trustee Options shall be granted subject to the special terms and conditions contained in this Section ‎3 and the general terms and conditions of the Plan, except for any provisions of the Plan applying to Options under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section ‎3 and the other terms of the Plan, this Section ‎3 shall prevail.

3.2. Election of Track. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Option at any given time to all Nominees who are to be granted 102 Trustee Options pursuant to this Appendix, and shall file an election with the ITA regarding the type of 102 Trustee Option it elects to grant before the Date of Grant of any 102 Trustee Option (the 'Election'). Such Election shall also apply to any other securities received by any Nominee as a result of holding the 102 Trustee Options. The Company may change the type of 102 Trustee Option that it elects to grant only after the expiration of at least 12 months from the end of the year in which the first grant was made in accordance with the previous Election, or as otherwise provided by Applicable Law. Any Election shall not prevent the Company from granting 102 Non-Trustee Options.

3.3. Eligibility for Options. Subject to Applicable Law, 102 Options may only be granted to Employees. Such 102 Options may either be granted to a Trustee or granted under Section 102 without a Trustee.

3.4. 102 Option Grant Date.

3.4.1. Each 102 Option will be deemed granted on the date determined by Management, subject to the provisions of the Plan, provided that (i) the Nominee has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect to any 102 Trustee Option, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA.

3.4.2. Unless otherwise permitted by the Ordinance, any grants of 102 Trustee Options that are made on or after the date of the adoption of the Plan and this Appendix or an amendment to the Plan or this Appendix, as the case may be, that may become effective only at the expiration of thirty (30) calendar days after the filing of the Plan and this Appendix or any amendment thereof (as the case may be) with the ITA in accordance with the Ordinance shall be conditional only upon the expiration of such 30-day period, and such condition shall be read and is incorporated by reference into any corporate resolutions approving such grants and into any Option Agreement evidencing such grants (whether or not explicitly referring to such condition), and the Date of Grant shall be at the expiration of such 30-day period, whether or not the Date of Grant indicated therein corresponds with this Section. In the case of any contradiction, this provision and the Date of Grant determined pursuant hereto shall supersede and be deemed to amend any Date of Grant indicated in any corporate resolution or Option Agreement.

3.5. 102 Trustee Options.

3.5.1. Each 102 Trustee Option and each Share issued pursuant to exercise of any Vested 102 Trustee Option and any rights granted thereunder, shall be allocated or issued to and registered in the name of the Trustee and shall be held in trust or controlled by the Trustee for the benefit of the Optionee for the requisite period prescribed by the Ordinance or such longer period as set by Management (the 'Required Holding Period'). In the event that the requirements under Section 102 to qualify an Option as a 102 Trustee Option are not met, then the Option may be treated as a 102 Non-Trustee Option or 3(9) Option (as determined by the Company), all in accordance with the provisions of the Ordinance. After the expiration of the Required Holding Period, the Trustee may release such 102 Trustee Options and any such Shares, provided that (i) the Trustee has received an acknowledgment from the ITA that the Optionee has paid any applicable taxes due pursuant to the Ordinance, or (ii) the Trustee and/or the Company and/or the Affiliate withhold(s) all applicable taxes and compulsory payments due pursuant to the Ordinance arising from the 102 Trustee Options and/or any Shares issued upon exercise of such Vested 102 Trustee Options. The Trustee shall not release any 102 Trustee Options or Shares issued upon exercise of Vested 102 Trustee Options prior to the payment in full of the Optionee's tax and compulsory payments arising from such 102 Trustee Options and/or Shares or the withholding referred to in (ii) above.

3.5.2. Each 102 Trustee Option shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or approvals issued by the ITA, which shall be deemed an integral part of the 102 Trustee Options and shall prevail over any term contained in the Plan, this Appendix or the Option Agreement that is not consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings or approvals by the ITA not expressly specified in the Plan, this Appendix or Option Agreement that are necessary to receive or maintain any tax benefit pursuant to Section 102 shall be binding on the Optionee. The Optionee granted a 102 Trustee Option shall comply with the Ordinance and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. The Optionee shall execute any and all documents that the Company and/or the Affiliate and/or the Trustee determine from time to time to be necessary in order to comply with the Ordinance and the Rules.

3.5.3. During the Required Holding Period, the Optionee shall not release from trust or sell, assign, transfer or give as collateral, the Shares awarded upon the exercise of a Vested 102 Trustee Option and/or any securities issued or distributed with respect thereto, until the expiration of the Required Holding Period. Notwithstanding the above, if any such sale, release or other action occurs during the Required Holding Period it may result in adverse tax consequences to the Optionee under Section 102 and the Rules, which shall apply to and shall be borne solely by such Optionee. Subject to the foregoing, the Trustee may, pursuant to a written request from the Optionee, but subject to the terms of the Plan and this Appendix, release and transfer such Shares to a designated third party or the Company, provided that both of the following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA of all taxes and compulsory payments required to be paid upon the release and transfer of the Shares, and confirmation of such payment has been received by the Trustee and the Company, and (ii) the Trustee has received written confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms of the Company's corporate documents, any agreement governing the Shares, the Plan, this Appendix, the Option Agreement and any Applicable Law.

3.5.4. If a Vested 102 Trustee Option is exercised, the Shares issued upon such exercise shall be transferred to the securities account in the name of the Trustee for the benefit of the Optionee.

3.5.5. Upon or after receipt of a 102 Trustee Option, if required, the Optionee may be required to sign an undertaking to release the Trustee from any liability with respect to any action or decision duly taken and executed in good faith by the Trustee in relation to the Plan, this Appendix, or any 102 Trustee Options granted to such Optionee hereunder.

3.6. 102 Non-Trustee Options. The foregoing provisions of this Section ‎3 relating to 102 Trustee Options shall not apply with respect to 102 Non-Trustee Options, which shall, however, be subject to the relevant provisions of Section 102 and the applicable Rules. Management may determine that 102 Non-Trustee Options, the Shares issuable upon the exercise of a Vested 102 Non-Trustee Option and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee, who shall hold such 102 Non-Trustee Option and all accrued rights thereon (if any) in trust for the benefit of the Optionee and/or the Company, as the case may be, until the full payment of tax arising from the 102 Non-Trustee Options, the Shares issuable upon the exercise of a Vested 102 Non-Trustee Option and/or any securities issued or distributed with respect thereto. The Company may choose, alternatively, to require the Optionee to provide the Company with a guarantee or other security, to the satisfaction of each of the Trustee and the Company, until the full payment of the applicable taxes.

3.7. Written Optionee Undertaking. With respect to any 102 Trustee Option, as required by Section 102 and the Rules, by virtue of the receipt of such Option, the Optionee is deemed to have undertaken and confirmed in writing the following (and such undertaking is deemed incorporated into any documents signed by the Optionee in connection with the employment or service of the Optionee and/or the grant of such Option). The following written undertaking shall be deemed to apply and relate to all 102 Trustee Options granted to the Optionee, whether under the Plan and this Appendix or other plans maintained by the Company, and whether prior to or after the date hereof:

3.7.1. The Optionee shall comply with all terms and conditions set forth in Section 102 with regard to the 'Capital Gain Track' or the 'Ordinary Income Track', as applicable, and the applicable rules and regulations promulgated thereunder, as amended from time to time;

3.7.2. The Optionee is familiar with, and understands the provisions of, Section 102 in general, and the tax arrangement under the 'Capital Gain Track' or the 'Ordinary Income Track' in particular, and its tax consequences; the Optionee agrees that the 102 Trustee Options and Shares that may be issued upon exercise of the Vested 102 Trustee Options (or otherwise in relation to the Options), will be held by a trustee appointed pursuant to Section 102 for at least the duration of the 'Holding Period' (as such term is defined in Section 102) under the 'Capital Gain Track' or the 'Ordinary Income Track', as applicable. The Optionee understands that any release of such 102 Trustee Options or Shares from trust, or any sale of the Shares prior to the termination of the Holding Period, as defined above, will result in taxation at the marginal tax rate, in addition to deductions of appropriate social security, health tax contributions or other compulsory payments; and

3.7.3. The Optionee agrees to the trust deed signed between the Company, his employing company and the trustee appointed pursuant to Section 102.

4. 3(9) OPTIONS

4.1. Options granted pursuant to this Section ‎4 are intended to constitute 3(9) Options and shall be granted subject to the general terms and conditions of the Plan, except for any provisions of the Plan applying to Options under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section ‎4 and the other terms of the Plan, this Section ‎4 shall prevail.

4.2. To the extent required by the Ordinance or the ITA or otherwise deemed by Management to be advisable, the 3(9) Options and/or any Shares or other securities issued or distributed with respect thereto granted pursuant to the Plan and this Appendix shall be issued to a trustee nominated by Management in accordance with the provisions of the Ordinance. In such event, the trustee shall hold such Options or other securities issued or distributed with respect thereto in trust, until exercised by the Optionee, and the full payment of tax arising therefrom, pursuant to the Company's instructions from time to time as set forth in a trust agreement, which will have been entered into between the Company and the trustee. If determined by Management, and subject to such trust agreement, the Trustee shall be responsible for withholding any taxes to which a Optionee may become liable upon issuance of Shares, whether due to the exercise of Vested Options or not.

4.3. Shares pursuant to a Vested 3(9) Option shall not be issued, unless the Optionee delivers to the Company payment in cash or by bank check or such other form acceptable to Management of all withholding taxes due, if any, on account of the Optionee acquiring Shares under the Option or the Optionee provides other assurance satisfactory to Management of the payment of those withholding taxes.

5. AGREEMENT REGARDING TAXES; DISCLAIMER

5.1. If Management shall so require, as a condition of exercise of a Vested Option or the release of Shares by the Trustee, an Optionee shall agree that, no later than the date of such occurrence, the Optionee will pay to the Company (or the Trustee, as applicable) or make arrangements satisfactory to Management and the Trustee (if applicable) regarding payment of any applicable taxes and compulsory payments of any kind required by Applicable Law to be withheld or paid.

5.2. TAX LIABILITY. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY OPTIONS OR THE VESTING, EXERCISE OR SETTLEMENT THEREOF, THE SALE OR DISPOSITION OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OF ANY VESTED OPTION, THE ASSUMPTION, SUBSTITUTION, CANCELLATION OR PAYMENT IN LIEU OF OPTIONS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING WITHOUT LIMITATION ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH TAX PAYABLE BY THE OPTIONEE OR THE COMPANY IN CONNECTION THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE OPTIONEE, AND THE OPTIONEE SHALL INDEMNIFY THE COMPANY, THE AFFILIATE AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR ANY PENALTY, INTEREST OR INDEXATION THEREON. EACH OPTIONEE AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY.

5.3. NO TAX ADVICE. THE NOMINEE OR OPTIONEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING OR DISPOSING OF OPTIONS HEREUNDER. THE COMPANY AND THE AFFILIATE DO NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE NOMINEE OR OPTIONEE ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE NOMINEE OR OPTIONEE.

5.4. TAX TREATMENT. THE COMPANY AND THE AFFILIATE DO NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY OPTION SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND THE COMPANY AND THE AFFILIATE SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY OPTION IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE OPTION WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY DESIGNATION OF OPTIONS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR OPTION AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY AND THE AFFILIATE DO NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY ANY OPTION WITH THE REQUIREMENTS OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY OPTION IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY OR THE AFFILIATE THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE OPTION WILL QUALIFY AT THE TIME OF EXERCISE OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE COMPANY AND THE AFFILIATE SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT AN OPTION DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY AND/OR THE AFFILIATE COULD HAVE TAKEN ANY ACTION TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE OPTIONEE. THE COMPANY AND THE AFFILIATE DO NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITY, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT. IF THE OPTIONS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE OPTIONEE.

5.5. The Company or the Affiliate may take such action as it may deem necessary or appropriate, in its discretion, for the purpose of or in connection with withholding of any taxes and compulsory payments which the Trustee, the Company or the Affiliate is required by any Applicable Law to withhold in connection with any Options (collectively, 'Withholding Obligations'). Such actions may include (i) requiring Optionees to remit to the Company in cash an amount sufficient to satisfy such Withholding Obligations and any other taxes and compulsory payments, payable by the Company and/or the Affiliate in connection with the Option or the exercise thereof; (ii) subject to Applicable Law, allowing the Optionees to provide Shares, in an amount that at such time, reflects a value that Management determines to be sufficient to satisfy such Withholding Obligations; (iii) withholding Shares otherwise issuable upon the exercise of a Vested Option at a value which is determined by Management to be sufficient to satisfy such Withholding Obligations; or (iv) any combination of the foregoing. The Company shall not be obligated to allow the exercise of any Vested Option by or on behalf of a Optionee until all tax consequences arising from the exercise of such Option are resolved in a manner acceptable to the Company.

5.6. Each Optionee shall notify the Company and the relevant Affiliate in writing promptly and in any event within ten (10) days after the date on which such Optionee first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any manner to the Options granted or received hereunder or Shares issued thereunder and shall continuously inform the Company and the relevant Affiliate of any developments, proceedings, discussions and negotiations relating to such matter, and shall allow the Company and the relevant Affiliate and their representatives to participate in any proceedings and discussions concerning such matters. Upon request, an Optionee shall provide to the Company and/or the relevant Affiliate any information or document relating to any matter described in the preceding sentence, which the Company or the Affiliate, respectively,, in its discretion, requires.

5.7. With respect to 102 Non-Trustee Options, if the Optionee ceases to be employed by the Company or any Affiliate, the Optionee shall extend to the Company and/or the Affiliate with whom the Optionee is employed a security or guarantee for the payment of taxes due at the time of sale of Shares, all in accordance with the provisions of Section 102 and the Rules.

6. RIGHTS AND OBLIGATIONS AS A STOCKHOLDER

6.1. An Optionee shall have no rights as a stockholder of the Company with respect to any Shares covered by an Option until the Optionee exercises the Vested Option, becomes the record holder of the subject Shares. In the case of 102 Options or 3(9) Options (if such Options are being held by a Trustee), the Trustee shall have no rights as a stockholder of the Company with respect to the Shares covered by such Option until the Trustee becomes the record holder for such Share for the Optionee's benefit, and the Optionee shall not be deemed to be a stockholder and shall have no rights as a stockholder of the Company with respect to the Shares covered by the Option until the date of the release of such Shares from the Trustee to the Optionee and the transfer of record ownership of such Shares to the Optionee (provided however that the Optionee shall be entitled to receive from the Trustee any cash dividend or distribution made on account of the Shares held by the Trustee for such Optionee's benefit, subject to any tax withholding and compulsory payment). No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date on which the Optionee or Trustee (as applicable) becomes the record holder of the Shares covered by an Option, except as provided in the Plan.

6.2. With respect to Shares issued upon the exercise of Vested Options hereunder, any and all voting rights attached to such Share shall be subject to the provisions of the Plan, and the Optionee shall be entitled to receive dividends distributed with respect to such Shares, subject to the provisions of the Company's articles of association, as amended from time to time, and subject to any Applicable Law.

6.3. The Company may, but shall not be obligated to, register or qualify the sale of Shares under any applicable securities law or any other Applicable Law.

6.4. Shares issued pursuant to a Vested Option shall be subject to the Company's articles of association, any limitation, restriction or obligation applicable to stockholders included in any governing documents of the Company, and all policies, manuals and internal regulations adopted by the Company, including but not limited to the Company Insider Trading Rules, from time to time, in each case, as may be amended from time to time, including any provisions included therein concerning restrictions or limitations on disposition of Shares (such as, but not limited to, right of first refusal and lock up/market stand-off) or grant of any rights with respect thereto, forced sale and bring along provisions, any provisions concerning restrictions on the use of inside information and other provisions deemed by the Company to be appropriate in order to ensure compliance with Applicable Laws. Each Optionee shall execute such separate agreement(s) as may be requested by the Company relating to matters set forth in this Section 6.4. The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Vested Option.

7. GOVERNING LAW

7.1. This Appendix shall be governed by, construed and enforced in accordance with the laws of the Netherlands, without reference to conflicts of law principles, except that applicable Israeli laws, rules and regulations (as amended) shall apply to any mandatory tax matters arising hereunder.