ith Mobileye. The following chronology summarizes the key meetings and events between representatives of Intel and Purchaser and representatives of Mobileye that led to the signing of the Purchase Agreement. The following chronology does not purport to catalogue every conversation among representatives o

10. Background of the Offer; Past Contacts or Negotiations with Mobileye. The following chronology summarizes the key meetings and events between representatives of Intel and Purchaser and representatives of Mobileye tha

obileye's businesses, operations. and fmancial performance based on publicly available information and engaged in discussions and meetings regarding Mobileye. Skadden, Arps, Slate. Meagher & Flom LLP ("Skadden"), counsel to Intel, also participated in certain of those discussions and meetings. On Novembe

ly verified the accuracy and completeness of such information. Securities Sought All outstanding ordinary shares, nominal value E0.01 per share, of Mobileye (the "Shares"). Price Offered Per Share $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof and

der file number 34158597 ("Mobileve"), contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange

e has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange Commission (the "SEC"l or other public sources at the time of the Offer and Purchaser has not

obileye's businesses, operations. and fmancial performance based on publicly available information and engaged in discussions and meetings regarding Mobileye. Skadden, Arps, Slate. Meagher & Flom LLP ("Skadden"), counsel to Intel, also participated in certain of those discussions and meetings. On Novembe

ith Mobileye. The following chronology summarizes the key meetings and events between representatives of Intel and Purchaser and representatives of Mobileye that led to the signing of the Purchase Agreement. The following chronology does not purport to catalogue every conversation among representatives o

10. Background of the Offer; Past Contacts or Negotiations with Mobileye. The following chronology summarizes the key meetings and events between representatives of Intel and Purchaser and representatives of Mobileye tha

and changes in the accounting policies applied in Mobileye and its subsidiaries, all in accordance with Dutch law and the articles of association of Mobileye. 14. Dividends and Distributions. The Purchase Agreement provides that, subject to certain exceptions, from the date thereof to the Offer Closing

. Other measures. Subject to the terms and conditions of the Purchase Agreement and this Offer to Purchase. Purchaser reserves the right to request Mobileye to submit proposals for a vote at the EGM in order to change the corporate structure and the capital structure of Mobileye and/or achieve an optimal

holding "restricted securities" of Mobileye to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act may be impaired or eliminated. If registration of the Shares

ly verified the accuracy and completeness of such information. Securities Sought All outstanding ordinary shares, nominal value E0.01 per share, of Mobileye (the "Shares"). Price Offered Per Share $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof and

e has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange Commission (the "SEC"l or other public sources at the time of the Offer and Purchaser has not

der file number 34158597 ("Mobileve"), contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange

ly verified the accuracy and completeness of such information. Securities Sought All outstanding ordinary shares, nominal value E0.01 per share, of Mobileye (the "Shares"). Price Offered Per Share $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof and

e has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange Commission (the "SEC"l or other public sources at the time of the Offer and Purchaser has not

der file number 34158597 ("Mobileve"), contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange

obileye's businesses, operations. and fmancial performance based on publicly available information and engaged in discussions and meetings regarding Mobileye. Skadden, Arps, Slate. Meagher & Flom LLP ("Skadden"), counsel to Intel, also participated in certain of those discussions and meetings. On Novembe

10. Background of the Offer; Past Contacts or Negotiations with Mobileye. The following chronology summarizes the key meetings and events between representatives of Intel and Purchaser and representatives of Mobileye tha

ith Mobileye. The following chronology summarizes the key meetings and events between representatives of Intel and Purchaser and representatives of Mobileye that led to the signing of the Purchase Agreement. The following chronology does not purport to catalogue every conversation among representatives o

limited to) by (i) acquiring all assets of Mobileye in the Asset Sale and, following the consummation of the Asset Sale, dissolving and liquidating Mobileye in accordance with applicable Dutch procedures. such that non-tendering Mobileye shareholders will receive the Offer Consideration (without interes

relationship, or transaction with Mobileye or any of its executive officers. directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to t

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

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

ions (as defined below) to acquire 25,000 Shares representing, in the aggregate, less than 0.1% of the outstanding Shares as of March 28, 2017. Such Mobileye Options are subject to vesting over a four-year period and were granted by Mobileye to Mr. Yoffie in connection with the provision of advisory serv

to vesting over a four-year period and were granted by Mobileye to Mr. Yoffie in connection with the provision of advisory services by Mr. Yoffie to Mobileye. As of March 28. 2017, 12.500 of such Mobileye Options had vested. Any then-outstanding unvested Mobileye Options held by Mr. Yoffie will accelerat

tire equity interest in Mobileye so that we will own and control all of Mobileye's current business. If the Offer is consummated, we intend to cause Mobileye to terminate the listing of the Shares on the New York Stock Exchange ("NYSE"). As a result. Mobileye and its Shares would cease to be publicly tra

is there an agreement governing the Offer? Yes. Intel. Cyclops Holdings. Inc. ("Cyclops"). and Mobileye entered into a Purchase Agreement. dated a' of March 12. 2017 (the "Purchase Agreement"). On April 4. 2017. Cyclops converted from a Delaware corpo

According to Mobileye's Annual Report on Form 20•F for the fiscal year ended December 31. 2016. Mobileye has never declared or paid any cash dividends on its share capita

gns. the Information Agent or the Depositary, as applicable. General. Mobileye's legal name is Mobileye N.V. and its commercial name is "Mobileye." Mobileye is incorporated in The Netherlands as a Dutch public company with limited liability (naandoze vennootschap). On August 6. 2014, Mobileye made an in

sset Sale: (b) Purchaser (or an affiliate of Purchaser) would (i) own all of Mobileye's business operations and (ii) be the principal shareholder in Mobileye: and (c) the non-tendering Mobileye shareholders would continue to own Shares representing, in the aggregate, a minority of the Shares then outstan

owned by Intel or its affiliates. represents at least 67% of Mobileye's issued capital (geplaarst kapiraal) (or 80%, if the Mobileye shareholders have not approved the Pre-Wired Asset Sale Resolutions and the Conversio

nterpretations thereof, all of which are subject to change. possibly with retroactive effect, and could affect the tax consequences described below. Mobileye and Purchaser obtained a ruling from the ITA with respect to withholding requirements under the Ordinance (the "Israel Withholding Tax Ruling"). Th

determining whether Mobileye is or has been a PFIC is applied annually and is based upon the composition of Mobileye's and certain of its affiliates' income and assets for such

n cash, without interest, equal to the product obtained by multiplying (x) the Offer Consideration by (y) the total number of Shares subject to such Mobileye RSU. Any such payment with respect to a Terminating RSU shall be subject to all applicable federal, state and local tax withholding requirements, a

non-tendering Mobileye shareholders in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code (the "DM"). In the Compulsory Acquisition proceeding. while

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

shareholders in connection with the EGM. and you should consult and read carefully any shareholders circular or other materials provided to you by Mobileye in connection with the EGM. This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully before

shareholder in Mobileye: and (c) the non-tendering Mobileye shareholders would continue to own Shares representing. in the aggregate. a minority of the Shares then outstand

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

l or substantially all of the assets of Mobileye to. and the transfer to and assumption of all or substantially all of the assets and liabilities of Mobileye by. Purchaser (or an affiliate of Purchaser) (the "Asset Sale") and, as soon as practicable following the consummation of the Asset Sale. completin

The period for the calculation of the Dutch Statutory Interest would begin either (i) on the date on which the Offer Consideration became payable to Mobileye shareholders who tendered their Shares to Purchaser in the Offer (the "Offer Payment Date"), provided that Purchaser has acquired at least 95% of Mo

What is the Pre-Wired Asset Sale Ruling, and how Is It related to the Minimum Condition? Under the Purchase Agreement. Mobileye (which is a tax resident of Israel) has agreed. as soon as reasonably practicable after the execution of the Purchase Agreement. and in consultation

Israel's Law for the Encouragement of Capital Investment. 1959. or require any recapture of any previously claimed incentive, and the entitlement of Mobileye or any of its subsidiaries to any such incentive shall be preserved despite the Asset Sale (clauses (a) and (b) together. the "Pre-Wired Asset Sale