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ibed in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to poten
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
esolutions"), (b) certain amendments to Mobileye's articles of association to become effective after the Offer Closing, Including the conversion of Mobikye from a public limited liability company (naamloze vennootsehap or N.V.) to a private limited liability company (besloten vennootschap met beperkte a
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
ibed in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to poten
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
esolutions"), (b) certain amendments to Mobileye's articles of association to become effective after the Offer Closing, including the conversion of Mobikye from a public limited liability company (naamloze vennootsehap or N.V.) to a private limited liability company (batmen vennootschap met beperkte aan
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
conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated thereby are in the best interests of Mobikye, its business and its shareholders, employees and other relevant stakeholders, and (h) approved and adopted the Purchase Agreement and approved cer
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 Mobikye and Herengracht 542
Mobileye
ORGANIZATIONthe Minority Exit Offering Period
ORGANIZATIONAmnon Shashua
PERSON
Amsterdam
LOCATIONthe Acceptance Time
ORGANIZATIONAviram
PERSONthe "Mobileye Board
ORGANIZATIONMoblleye
PERSONthe "Moblleye Board
ORGANIZATION