SCINAI IMMUNOTHERAPEUTICS LTD. Jerusalem BioPark, 2 nd Floor Hadassah Ein Kerem Campus Jerusalem, Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS To Be Held on November 21, 2024 The Annual General Meeting

SCINAI IMMUNOTHERAPEUTICS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on November 21, 2024

The Annual General Meeting of Shareholders of Scinai Immunotherapeutics Ltd. (the Company ) will be held at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv, Israel on November 21, 2024, at 4:00 p.m. Israel time, or at any adjournments thereof (the Meeting ) for the following purposes:

1. To approve the re-election of each of Mr. Amir Reichman, Dr. Morris Laster and Mr. Jay Green to the board of directors, each to serve until the third annual meeting after the Meeting.

2. To approve the re-election of each of Dr. Yael Margolin and Mr. Adi Raviv to the board of directors, each to serve until the first annual meeting after the Meeting.

3. To approve an amendment to the Company's Articles of Association to increase the number of authorized ordinary shares.

4. To approve an amended Compensation Policy for Executive Officers and Directors to make it consistent with NASDAQ listing requirements that provide for the recovery of executive compensation that might be erroneously awarded and to make certain non-material corrections.

5. To approve and ratify the appointment of Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company's auditors, as the Company's auditors for the year 2024 and for an additional period until the next annual meeting.

In addition, holders of ADSs (as defined below) at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year ended December 31, 2023.

The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

Only holders of record of American Depositary Shares ( ADSs ) evidenced by American Depositary Receipts issued by The Bank of New York Mellon, each representing 4,000 ordinary shares, no par value per share (the Ordinary Shares ), at the close of business on October 15, 2024 (the Record Date ), shall be entitled to receive notice of and to vote at the Meeting.

The Board of Directors recommends that you vote FOR each of the proposals, as specified in the attached proxy materials.

Whether or not you plan to attend the Meeting, it is important that your ADSs be represented. Accordingly, you are kindly requested to complete, date, sign and mail your proxy at your earliest convenience. Execution of a proxy will not in any way affect an ADS holder's right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

ADS holders should return their proxies to The Bank of New York Mellon by the date set forth on their form of proxy.

This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office on Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through Thursday between 10:00-15:00, and also will be made available to the public on the Company's website http://www.scinai.com, and the SEC's website at http://www.sec.gov.

SCINAI IMMUNOTHERAPEUTICS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 21, 2024

This Proxy Statement is furnished to the holders of American Depositary Shares ( ADSs ) evidenced by American Depositary Receipts issued by The Bank of New York Mellon ( BNY Mellon ), each representing 4,000 ordinary shares, no par value per share (the Ordinary Shares ), of Scinai Immunotherapeutics Ltd. (the Company or Scinai ) in connection with the solicitation by the board of directors of the Company (the Board of Directors or the Board ) of proxies for use at the Annual General Meeting of Shareholders (the Meeting ), to be held on November 21, 2024, at 4:00 p.m. Israel time at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv, Israel, or at any adjournments thereof.

It is proposed at the Meeting to adopt the following proposals or to consider the following items:

1. To approve the re-election of each of Mr. Amir Reichman, Dr. Morris Laster and Mr. Jay Green to the board of directors, each to serve until the third annual meeting after the Meeting.

2. To approve the re-election of each of Dr. Yael Margolin and Mr. Adi Raviv to the board of directors, each to serve until the first annual meeting after the Meeting.

3. To approve an amendment to the Company's Articles of Association (the Articles ) to increase the number of authorized Ordinary Shares.

4. To approve an amended Compensation Policy for Executive Officers and Directors to make it consistent with NASDAQ listing requirements that provide for the recovery of executive compensation that might be erroneously awarded and to make certain non-material corrections.

5. To approve and ratify the appointment of Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company's auditors, as the Company's auditors for the year 2024 and for an additional period until the next annual meeting.

In addition, ADS holders at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal years ended December 31, 2023.

The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

Shareholders Entitled to Vote

Only holders of record of ADSs at the close of business on October 15, 2024 (the Record Date ) shall be entitled to receive notice of and to vote at the Meeting. At the close of business on October 10, 2024, the Company had outstanding 852,996 ADSs, representing 3,411,983,584 Ordinary Shares, entitled to vote on each of the matters to be presented at the Meeting.

A form of proxy card for use at the Meeting is attached to this Proxy Statement and has been sent to the ADS holders together with a prepaid return envelope for the proxy. By appointing proxies , ADS holders may vote at the Meeting, whether or not they attend. Subject to applicable law and the rules of The Nasdaq Stock Market ( Nasdaq ), in the absence of instructions, the ADSs represented by properly executed and received proxies will be voted FOR all of the proposed resolutions to be presented at the Meeting for which the Board of Directors recommends a FOR vote. ADS holders may revoke their proxies at any time before the deadline for receipt of proxies by filing with BNY Mellon a written notice of revocation or duly executed proxy bearing a later date.

ADS holders should return their proxies to BNY Mellon by the date set forth on their form of proxy.

Expenses and Solicitation

The Board of Directors is soliciting proxies for use at the Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy card to ADS holders on or about October 17, 2024. In addition to solicitation of proxies to ADS holders by mail, certain officers, directors, employees and agents of the Company may solicit proxies by telephone, mail or other personal contact. The Company shall bear the cost of the solicitation of the proxies, including postage, printing and handling and shall reimburse the reasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of ADSs.

This Proxy Statement and the accompanying proxy card shall also serve as a voting deed (ktav hatzba'a), as such term is defined under the Israel Companies Law, 5759-1999 (the Companies Law ).

The quorum required for the Meeting consists of at least one or more shareholders who are present at the Meeting, in person or by proxy, and who hold in the aggregate ten percent (10%) or more of the voting rights of the Company, and such presence at the Meeting will constitute a legal quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a legal quorum.

Should no legal quorum be present one-half hour after the scheduled time, the Meeting will be adjourned to November 27, 2024, at 4:00 p.m. (Israel Time) at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv 6701101, Israel. Should such legal quorum not be present half an hour after the time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will constitute a legal quorum.

The approval of each of Proposals 1, 2 and 5 requires the affirmative vote of at least a majority of the voting power represented at the Meeting, in person or by proxy, and voting on the matter presented, without taking into account abstaining votes.

The approval of Proposal 3 requires the affirmative vote of at least seventy-five percent (75%) of the voting power represented at the Meeting, in person or by proxy, and voting on the matter presented, without taking into account abstaining votes.

The approval of Proposal 4 requires the affirmative vote of at least a majority of the voting power represented at the Meeting, in person or by proxy, and voting on the matter presented, without taking into account abstaining votes, provided that one of the following two alternatives must apply: (i) such majority vote at the Meeting shall include at least a majority of the total votes of shareholders who are not controlling shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account; or (ii) the total number of votes of the non-controlling shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

For this purpose, personal interest is defined under the Companies Law as: (1) a shareholder's personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which includes for these purposes the foregoing shareholder's spouse, siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excluding a personal interest arising solely from the fact of holding shares in the Company.

The foregoing threshold for approval of Proposal 4 is referred to herein as a Special Majority.

If you believe that you, or a related party of yours, is a controlling shareholder or has such a personal interest and you wish to participate in the vote for or against Proposal 4, you should not vote by means of the enclosed proxy card and you should instead contact Uri Ben-Or, our Chief Financial Officer, at uri.benor@scinai.com, who will instruct you how to submit your vote or voting instructions. In that case, your vote will be counted

towards or against the ordinary majority required for the approval of Proposal 4 but will not be counted towards or against the Special Majority required for approval of Proposal 4. If you hold your ADS in street name (i.e., ADSs that are held through a bank, broker or other nominee) and believe that you are a controlling shareholder or possess a personal interest in the approval of Proposal 4, you should contact the representative managing your account, who could then contact our Chief Financial Officer on your behalf.

ADS holders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement ( Position Statement ) to the Company's offices, c/o Mr. Uri Ben-Or, at Scinai Immunotherapeutics Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, by no later than November 11, 2024. Any Position Statement received that is in accordance with the guidelines set by the Companies Law will be furnished to the U.S. Securities and Exchange Commission (the Commission ) on Form 6-K and will be made available to the public on the Commission's website at http://www.sec.gov.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS.

Except as specifically provided herein, the lack of a required majority for the adoption of any resolution presented shall not affect the adoption of any other resolutions for which the required majority was obtained.

RE-ELECTION OF MR. AMIR REICHMAN, DR. MORRIS LASTER AND MR. JAY GREEN AS DIRECTORS

According to the Articles, the Company's directors are divided into three classes with staggered three-year terms. The three-year term of service of each class of directors expires at successive annual general meetings, at which time the directors of such class may be re-nominated to serve until the third annual meeting held after the date of his appointment. The Company is proposing that each of Mr. Amir Reichman, Dr. Morris Laster and Mr. Jay Green be reelected, each to serve until the third annual meeting held after the date of his appointment.

Each of Mr. Reichman, Dr. Laster and Mr. Green has attested to the Board of Directors and to the Company that he meets all the requirements in connection with the election of directors under the Companies Law. The Company is not aware of any reason why each of such director-nominees, if re-elected, should not be able to serve as a director.

The following is based upon the information furnished by each of the director-nominees listed above:

Amir Reichman, 50, became full-time CEO of the Company on March 2, 2021, after sharing CEO duties during a transition period beginning on January 21, 2021, and became a member of the Board on February 7, 2021. Mr. Reichman served as Head of Global Vaccines Engineering Core Technologies and Asset Management at GSK Vaccines ( GSK ) in Belgium from December 2017 until March 2021. Prior to this, Mr. Reichman served as Senior Director of Vaccines Supply Chain for GSK from September 2015 to November 2017. Prior to GSK, Mr. Reichman held various leadership roles of increasing responsibility in the Global Vaccines Value Chain Management organization of Novartis Vaccines and Diagnostics Ltd. ( Novartis ) in Holly Springs, NC from 2011 to 2015, at which time Novartis Vaccines was acquired by GSK. In 2003, Mr. Reichman's academic research contributed to the founding of NeuroDerm Ltd. ( NeuroDerm ), an Israeli company that developed a drug device combination product aimed at transdermal drug delivery for the treatment of Parkinson's NeuroDerm was acquired by Mitsubishi Tanabe Pharma Corporation in 2017 for $1.1 billion. Mr. Reichman served as NeuroDerm's first employee and Senior Scientist until his departure for an MBA at the Wharton school in 2009. Mr. Reichman earned an M.Sc. in Biotechnology Engineering from the Ben-Gurion University of the Negev in Be'er Sheva, Israel and an MBA in Finance and Health Care Management from the Wharton School of the University of Pennsylvania in Philadelphia, PA.

Morris Laster, 60, has served as a member of our board of directors since November 2017. Dr. Laster is a healthcare executive and entrepreneur with 30 years of experience in the biopharmaceutical industry. His expertise lies in the identification, development, management and financing of advanced biomedical drugs and technologies. Dr. Laster is currently the CEO of Clil Medical Ltd., a biomedical consultancy company, a position he has held since 2010. Since 2013, he is a Medical Venture Partner at OurCrowd, where he has led over 40 investments. Dr. Laster has founded seven companies that have gone public in the U.S., UK or Israel. Previously, he was the founding CEO of BioLineRx Ltd. (TASE: BLRX) from 2003 to 2009. In addition, he was the chairman and CEO of Keryx Biopharmaceuticals (NASDAQ: KERX) from 1997 to 2002. Dr. Laster began his career as a VP of medical venture capital at Paramount Capital in NYC. Dr. Laster received his MD from Downstate Medical Center, Brooklyn, NY in 1990 and a BS in Biology from SUNY Albany.

Jay Green, 52, CPA, CA, MAcc, joined the Board in 2021. He is currently the Chief Financial Officer of a privately held, Canadian-based healthcare services company, a role that he has held since January 2022. Prior to this, he completed a 19-year career with GSK across several progressive leadership positions in GSK's three businesses of consumer healthcare, pharmaceuticals, and vaccines, as well as corporate development. He also led GSK's global enterprise resource planning (ERP) program, one of the largest IT-enabled business transformation programs in the company's history. Mr. Green recently served from 2014 to 2020 as Senior Vice President, Finance and CFO of GSK's global vaccines business. Since 2020, Mr. Green has served in an advisory role to Gavi for COVAX, an international initiative to support equitable distribution of COVID-19 vaccines. He is a Chartered Professional Accountant who holds a Master of Accounting from the University of Waterloo, Ontario, Canada.

It is proposed that at the Meeting the following resolutions be adopted:

RESOLVED, that Mr. Amir Reichman be re-elected to hold office as a director of the Company until the third annual meeting held after the date of his appointment.

RESOLVED, that Dr. Morris Laster be re-elected to hold office as a director of the Company until the third annual meeting held after the date of his appointment.

RESOLVED, that Mr. Jay Green be re-elected to hold office as a director of the Company until the third annual meeting held after the date of his appointment.

The affirmative vote of at least a majority of the voting power represented at the Meeting, in person or by proxy and voting thereon, without taking into account abstaining votes, is required to adopt each of these resolutions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THESE PROPOSALS.

RE-ELECTION OF DR. YAEL MARGOLIN AND MR. ADI RAVIV AS DIRECTORS

The Company is proposing that each of Dr. Yael Margolin and Mr. Adi Raviv be reelected, each to serve until the first annual meeting held after the date of her or his appointment. Each of Dr. Margolin and Mr. Raviv previously served as our external directors pursuant to the Companies Law and was reelected for a three-year term at our annual general meeting held on December 13, 2022. Pursuant to regulations enacted under the Companies Law, the board of directors of a public company (such as the Company) whose shares are listed on certain non-Israeli stock exchanges, including Nasdaq, that do not have a controlling shareholder (as such term is defined in the Companies Law), may, subject to certain conditions, elect to opt out of the requirements of the Companies Law regarding the election of external directors and to the composition of the audit committee and compensation committee, provided that the company complies with the requirements as to director independence and audit committee and compensation committee composition applicable to companies that are incorporated in the jurisdiction in which its stock exchange is located. In March 2023, our board of directors determined that the Company no longer had any controlling shareholders and elected to opt-out of the Companies Law requirements to appoint external directors and Companies Law rules concerning the composition of the audit committee and compensation committee.

In accordance with such regulations, the term of service of each of Dr. Margolin and Mr. Raviv (our former external directors) will expire at the Meeting, which constitutes our second annual general meeting following the decision of our Board to opt out of the requirement to appoint external directors. Accordingly, the Company is proposing that each of Dr. Margolin and Mr. Raviv be reelected at the Meeting.

In addition, as described above under our Articles the Company's directors are divided into three classes with staggered three-year terms, with the number of directors in each class being as nearly equal as possible. Class I currently consists of two directors (Avner Rotman and Samuel Moed), Class II currently consists of one director (Mark Germain) and Class III currently consists of three directors (Amir Reichman, Dr. Morris Laster and Jay Green), who are also up for re-election at the Meeting. In order to ensure that the number of directors in each class be as nearly equal as possible, we intend to include Dr. Margolin and Mr. Raviv in Class II. Assuming the reelection at the Meeting of all of the director-nominees in Proposals 1 and 2, following the Meeting the number of directors in Class I will be two, the number of directors in Class II will be three and the number of directors in Class III will be three. If reelected at the Meeting, the terms of Dr. Margolin and Mr. Raviv, as members of Class II, will expire at the first annual meeting after the Meeting when the term of the members of Class II will expire.

Each of Dr. Margolin and Mr. Raviv has attested to the Board of Directors and to the Company that she or he meets all the requirements in connection with the election of directors under the Companies Law. The Company is not aware of any reason why each of such director-nominees, if re-elected, should not be able to serve as a director.

The following is based upon the information furnished by each of Dr. Margolin and Mr. Raviv:

Yael Margolin, 71, has served as a member of our board of directors since March 2020. She has more than 35 years of experience as senior manager, CEO and board member in venture capital and in the pharmaceutical and biotech industries, leading strategic and business planning, financing, team building, product development and corporate partnerships. From 2005 to 2019, Dr. Margolin served as President, Chief Executive Officer and director of Gamida Cell Ltd., a clinical stage biopharmaceutical company, leading the company from preclinical development through phase 3 international registration studies. Prior to that, Dr. Margolin was Vice President of Denali Ventures LLC, a venture capital firm focused on healthcare, and a program manager at Teva Pharmaceuticals. Dr. Margolin holds a bachelor of science in biology and a master of science Cum Laude from the department of microbiology, both from Tel Aviv University in Israel, a Ph.D. From the department of membrane research at the Weitzman Institute of Science in Rehovot, Israel and was a post-doctoral associate at the Yale University School of Medicine.

Adi Raviv, 68, has served as a member of our board of directors since March 2020. He is a senior financial executive with a career spanning over 35 years. Mr. Raviv founded HTI Associates LLC in 1996 and since then has served as its managing member. In the past five years, and in the capacity of a consultant on behalf of HTI, Mr. Raviv has served as a Chief Executive Officer, Chief Financial Officer and Senior Advisor, respectively, to several healthcare and related companies, and continues to serve in a CFO role in one such company. In addition, since April 2016 he has been a Principal at Capacity Funding LLC, a company providing working capital solutions to small businesses. Prior to that, Mr. Raviv served in a chief financial officer position in two other companies that provide

similar types of funding alternatives from 2009 to 2016. Mr. Raviv has extensive capital markets, cash management, corporate finance, investment banking, investor relations, restructuring, tax and treasury, and transactional experience along with knowledge of the private equity and venture capital arenas. Mr. Raviv co-founded THCG, Inc., a publicly traded technology merchant banking and consulting company (where he was also CFO), and has been involved with companies in challenging startup, growth, and turnaround environments. He was also an investment banker at Lehman Brothers, Oscar Gruss and Hambros over a span of a dozen years. Mr. Raviv served on the boards of directors of many private and several public companies, as well as various non-profit entities. He received a bachelor's degree in International Relations with honors from the Hebrew University of Jerusalem and an MBA, with honors, from Columbia University in New York City.

It is proposed that at the Meeting the following resolutions be adopted:

RESOLVED, that Dr. Yael Margolin be re-elected to hold office as a director of the Company until the first annual meeting held after the date of her appointment.

RESOLVED, that Mr. Adi Raviv be re-elected to hold office as a director of the Company until the first annual meeting held after the date of his appointment.

The affirmative vote of at least a majority of the voting power represented at the Meeting, in person or by proxy and voting thereon, without taking into account abstaining votes, is required to adopt each of these resolutions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THESE PROPOSALS.

AMENDING THE COMPANY'S ARTICLES OF ASSOCIATION TO

INCREASE THE NUMBER OF AUTHORIZED ORDINARY SHARES

At the Meeting, we are proposing to amend our Articles to authorize an increase in the number of authorized Ordinary Shares from 20,000,000,000 Ordinary Shares to 40,000,000,000 Ordinary Shares. Our Articles also authorize the issuance of 1,000 preferred shares, no par value per share (the Preferred Shares ), and we are not proposing to increase the number of Preferred Shares.

The purpose of the proposed increase in the number of authorized Ordinary Shares is to ensure that the Company will have sufficient registered share capital available to pursue opportunities in the future without undue delay and expense. These opportunities could include, without limitation, subject to receipt of all requisite approvals under Israeli law, the issuance of additional shares to raise capital for the Company's business, to execute potential acquisitions, to grant shares in connection with potential strategic relationships, or to make future grants under the Company's 2018 Israeli Share Option Plan (the Plan ). If approved, following the increase all Ordinary Shares issuable from our authorized share capital would have the same voting rights and rights to any dividends or other distributions by the Company as the ordinary shares currently issuable from our share capital.

As of October 10, 2024, there were 3,411,983,584 Ordinary Shares outstanding representing outstanding 852,996 ADSs, 1,456,000,000 Ordinary Shares reserved for issuance upon conversion of the 364,000 Preferred Shares, 2,920,060,096 Ordinary Shares reserved for issuance under outstanding warrants and 373,497,428 Ordinary Shares reserved for issuance under the Plan underlying outstanding unvested RSUs or unexercised options. Accordingly, as of such date we had 11,838,458,892 Ordinary Shares available for future issuances.

Our Board is not proposing the increase with the intent of using the newly authorized reserve as an anti-takeover device and has no knowledge of any specific effort to accumulate the Company's securities or obtain control of the Company. Nevertheless, increasing our authorized share capital could have the effect of allowing our Board to issue new shares in order to prevent or discourage a hostile takeover.

If approved, the first sentence of Article 11 of our Articles would be revised in its entirety to read as follows:

The Company's registered share capital consists of (i) 40,000,000,000 Ordinary Shares, no par value (the Ordinary Shares ), and (ii) 1,000 Preferred Shares, no par value (the Preferred Shares and together with the Ordinary Shares, the Shares ).

It is proposed that at the Meeting the following resolution be adopted:

RESOLVED, to approve an amendment to the Company's Articles of Association to increase the number of authorized Ordinary Shares from 20,000,000,000 Ordinary Shares to 40,000,000,000 Ordinary Shares.

Pursuant to our Articles, the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power represented at the Meeting, in person or by proxy, and voting on the matter presented, without taking into account abstaining votes, is required to approve this resolution.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.

AMENDED COMPENSATION POLICY

Under the Companies Law, the terms of employment and service of officers and directors of public companies, such as the Company, must be determined in accordance with a directors and officers compensation policy. The compensation policy must be approved by the Board, upon recommendation of the Compensation Committee, and the shareholders of the Company (except in limited circumstances set forth in the Companies Law). All companies subject to the Companies Law are required to re-approve their Compensation Policy based on the guidelines specified in the Companies Law every three years. On December 27, 2021, our shareholders approved our current Compensation Policy, and on August 24, 2023, our shareholders approved amendments to our Compensation Policy. Our current Compensation Policy expires on December 27, 2024.

Following a review of the Compensation Policy, our Compensation Committee and Board have approved an amended Compensation Policy, subject to the approval of our shareholders. The amended Compensation Policy is substantially the same as our current Compensation Policy, provided that Section 11 of the Policy (Compensation Recovery ( Clawback )) has been revised to make it consistent with the listing standards of Nasdaq that provide for the recovery of executive compensation that might be erroneously awarded. The amended Policy also includes some non-material corrections thereto.

This summary is qualified in its entirety by reference to the proposed amended Compensation Policy and may not include all amendments that may be deemed to be material. We recommend that you review the proposed amended Compensation Policy in its entirety, a marked copy of which (additions are underscored, deletions are struck through) is attached to this Proxy Statement as Appendix A. If approved, the amended Compensation Policy will be effective for three years from the date of the Meeting.

If the proposed Compensation Policy is not approved by the shareholders by the required majority, our Board may nonetheless approve the Compensation Policy, provided that our Compensation Committee and thereafter our Board have concluded, following further discussion of the matter and for specified reasons, that such approval is in the Company's best interests.

It is proposed that at the Meeting, the following resolution be adopted:

RESOLVED, that the amended Compensation Policy, in the form set forth on Appendix A to the Proxy Statement, be, and hereby is, approved.

A Special Majority is required for shareholders to approve this resolution.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.