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The Mobileye Board recommends that Mobileye shareholders accept the Offer and tender their Shares in the Offer. Furthermore. the Mob'!eye Board recommends that you vote "for" each of the items
eye Board recommends that you vote "for" each of the items that contemplates a vote of Moldleye shareholders at the extraordinary general meeting of Mobileye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general meeting of shareholders, scheduled to be held on June 13, 2017
annual general meeting of shareholders, scheduled to be held on June 13, 2017 at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CG Amsterdam. The Netherlands. At the EGM, Moldier shareholders will be requested to vote on approval of (a) the transfer to and assumpt
and tender their Shares in the Offer. Furthermore. the Mobileye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general me
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
annual general meeting of shareholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CC Amsterdam. The Netherlands. At the EGM, Mobileye shareholders will he requested to vote on approval of (a) the Asset Sale (as defined
h time of payment, the "Offer Closing"). It is expected that following the Offer Closing, the listing of the Shares on the NYSE will be terminated. Mobileye will no longer be a publicly traded company. and the Shares will be deregistered under the Exchange Act, resulting in the cessation of Mobileye's re
eye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobileye shareholders (the "EGM"). which will he combined with Mobileye's 2017 annual general meeting of shareholders, scheduled to be held on June 13, 2017
annual general meeting of shareholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556. 1017 CG Amsterdam, The Netherlands. At the ECM, Mobileye shareholders will be requested to vote on approval of (a) the transfer to and assump
The Mobileye Board recommends that Mobileye shareholders accept the Offer and tender their Shares in the Offer. Furthermore. the Mob'!eye Board recommends that you vote "for" each of the items
eye Board recommends that you vote "for" each of the items that contemplates a vote of Moldleye shareholders at the extraordinary general meeting of Mobileye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general meeting of shareholders, scheduled to be held on June 13, 2017
annual general meeting of shareholders, scheduled to be held on June 13, 2017 at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CG Amsterdam. The Netherlands. At the EGM, Moldier shareholders will be requested to vote on approval of (a) the transfer to and assumpt
and tender their Shares in the Offer. Furthermore. the Mobileye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general me
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
annual general meeting of shareholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CC Amsterdam. The Netherlands. At the EGM, Mobileye shareholders will he requested to vote on approval of (a) the Asset Sale (as defined
h time of payment, the "Offer Closing"). It is expected that following the Offer Closing, the listing of the Shares on the NYSE will be terminated. Mobileye will no longer be a publicly traded company. and the Shares will be deregistered under the Exchange Act, resulting in the cessation of Mobileye's re
eye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobileye shareholders (the "EGM"). which will he combined with Mobileye's 2017 annual general meeting of shareholders, scheduled to be held on June 13, 2017
annual general meeting of shareholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556. 1017 CG Amsterdam, The Netherlands. At the ECM, Mobileye shareholders will be requested to vote on approval of (a) the transfer to and assump
The Mobileye Board recommends that Mobileye shareholders accept the Offer and tender their Shares in the Offer. Furthermore. the Mob'!eye Board recommends that you vote "for" each of the items
eye Board recommends that you vote "for" each of the items that contemplates a vote of Moldleye shareholders at the extraordinary general meeting of Mobileye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general meeting of shareholders, scheduled to be held on June 13, 2017
annual general meeting of shareholders, scheduled to be held on June 13, 2017 at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CG Amsterdam. The Netherlands. At the EGM, Moldier shareholders will be requested to vote on approval of (a) the transfer to and assumpt
ibed in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobileye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to poten
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
annual general meeting of shareholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CC Amsterdam. The Netherlands. At the EGM, Mobileye shareholders will he requested to vote on approval of (a) the Asset Sale (as defined
Entities connected to both Mobileye and Herengracht 542
the Minority Exit Offering Period
ORGANIZATIONMobikye
ORGANIZATIONAmnon Shashua
PERSONthe Acceptance Time
ORGANIZATION
Amsterdam
LOCATIONAviram
PERSONMoblleye
PERSONthe "Mobileye Board
ORGANIZATIONThe Mobileye Board
ORGANIZATIONMoldier
PERSONMoldleye
LOCATIONthe "Moblleye Board
ORGANIZATION