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General Meeting of Shareholders

Kardan considers it to be in the best interest of the Company that the majority of shareholders take part in the decision-making process in the General Meeting of Shareholders.

Each shareholder has the right to attend General Meetings of Shareholders, either in person or represented by proxy, to address the General Meeting of Shareholders and to exercise voting rights, subject to Kardan's Articles of Association. If and to the extent practically possible, investors in Israel may participate in General Meetings of Shareholders by means of a conference call or a video conference. Each share carries one vote. Kardan has only one class of shares (ordinary shares). The statutory record date for the exercise of the voting rights and the rights relating to General Meetings of Shareholders is on the twenty-eighth day before the day of the General Meeting of Shareholders. Unless otherwise required by Dutch law or the Articles of Association, resolutions of the General Meeting of Shareholders require the approval of an absolute majority of the votes validly cast. Unless provided otherwise by Dutch law or Kardan's Articles of Association, there are no quorum requirements.

The General Meeting of Shareholders is held at least once a year in order to, among other things, discuss the reports of the Board, adopt the statutory financial statements, appoint the external auditor and adopt any proposal concerning dividends. Pursuant to both Dutch law and the Articles of Association, the General Meeting of Shareholders, under a separate agenda item, discusses and passes resolutions discharging the members of the Board from their responsibilities for the performance of their respective duties in the preceding financial year. This discharge pertains only to matters that are known to Kardan and the shareholders at the moment of adoption of the resolution. Other, Extraordinary, General Meetings of Shareholders may be held as often as the Board deems necessary. Notice of a General Meeting of Shareholders shall be given no later than on the forty-second day prior to the day of the meeting.

Further details about the proposals which the Board can submit to the meeting, as well as the procedure according to which Shareholders themselves can submit matters for consideration by the meeting are specified in Kardan’s Articles of Association.