August 11, 2022 Dear SciSparc Ltd. Shareholders: We cordially invite you to attend the Annual General Meeting of Shareholders of SciSparc Ltd. (the “ Meeting ”), to be held on Thursday, September&#x0

Dear SciSparc Ltd. Shareholders:

We cordially invite you to attend the Annual General Meeting of Shareholders of SciSparc Ltd. (the Meeting ), to be held on Thursday, September 15, 2022 at 3:00 p.m. (Israel time), at the Company's offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel.

At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our board of directors recommends that you vote FOR each of the Proposals listed in the Notice.

Only shareholders of record at the close of business on Monday, August 15, 2022 are entitled to notice of and to vote at the Meeting.

Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the enclosed Notice of Annual General Meeting of Shareholders and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card.

We look forward to greeting as many of you as can attend the Meeting.

Notice of Annual General Meeting of Shareholders

To be Held on September 15, 2022

Dear SciSparc Ltd. Shareholders:

We cordially invite you to attend the Annual General Meeting of Shareholders (the Meeting ) of SciSparc Ltd. (the Company ), to be held on Thursday, September 15, 2022 at 3:00 p.m. (Israel time), at the Company's offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel.

The following matters are on the agenda for the Meeting:

(1) to re-elect each of Mr. Lior Vider and Mr. Alon Dayan and to elect Mr. Moshe Revach as a Class II director, to serve until the Company's third annual general meeting of shareholders following this Meeting, and until their respective successor is duly elected and qualified;

(2) to approve the amended and restated articles of association of the Company;

(3) to approve a special bonus to Mr. Amitay Weiss, in his previous capacity as the Company's Chief Executive Officer;

(4) to approve a special bonus to Mr. Itschak Shrem, in his previous capacity as the Company's Chairman of the Board of Directors; and

(5) to re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm until the next annual general meeting of shareholders, and to authorize the Company's board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.

In addition to considering the foregoing Proposals, the Company's shareholders will have the opportunity to hear from representatives of the Company's management, who will be available at the Meeting to review and discuss with shareholders the consolidated financial statements of the Company for the year ended December 31, 2021.

You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on Monday, August 15, 2022, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.

You can vote your ordinary shares by attending the Meeting or by completing and signing the proxy card to be distributed with the proxy statement. If you hold ordinary shares through a bank, broker or other nominee (i.e., in street name ) which is one of our shareholders of record at the close of business on Monday, August 15, 2022, or which appears in the participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions to your bank, broker or nominee by phone or via the Internet. Please be certain to have your control number from your voting instruction form ready for use in providing your voting instructions. If you hold your ordinary shares in street name, you must obtain a legal proxy from the record holder to enable you to participate in and to vote your ordinary shares at the Meeting (or to appoint a proxy to do so).

Our board of directors recommends that you vote FOR each of the above Proposals, which are described in the proxy statement.

The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 15% of the voting power of the Company's ordinary shares constitutes a quorum for purposes of the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Friday September 16, 2022 at 3:00 p.m. (Israel time). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares) will constitute a quorum.

The last date for submitting a request to include a Proposal in accordance with Section 66(b) of the Israeli Companies Law, 5759-1999, is Thursday, August 18, 2022. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card is being distributed to shareholders and also furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K. Shareholders are also able to review the proxy statement at the Investors portion of our website, https://investor.scisparc.com/ or at our offices at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel , upon prior notice and during regular working hours (telephone number: +972-3-6103100 ) until the date of the Meeting.

Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the Notice of Annual General Meeting of Shareholders and the proxy statement, please sign, date and mail the proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. If voting by mail, the proxy card must be received by no later than 11:59 p.m. EDT on Wednesday, September 14, 2022 to be validly included in the tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions will be provided both in the proxy statement and in the proxy card.

Annual General Meeting of Shareholders

To Be Held on September 15, 2022

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the Board ) of SciSparc Ltd. (the Company or SciSparc ) to be voted at an Annual General Meeting of Shareholders (the Meeting ), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held on Thursday, September 15, 2022, at 3:00 p.m. (Israel time), at the Company's offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel.

This proxy statement, the attached Notice of Annual General Meeting of Shareholders and the enclosed proxy card or voting instruction form are being made available to holders of SciSparc's ordinary shares, beginning Monday, August 15, 2022.

You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on Monday, August 15, 2022, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your ordinary shares by attending the Meeting or by following the instructions under How You Can Vote below. Our Board urges you to vote your ordinary shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.

The following matters are on the agenda for the Meeting:

(1) to re-elect each of Mr. Lior Vider and Mr. Alon Dayan and to elect Mr. Moshe Revach as a Class II director, to serve until the Company's third annual general meeting of shareholders following this Meeting, and until their respective successor is duly elected and qualified;

(2) to approve the amended and restated articles of association of the Company;

(3) to approve a special bonus to Mr. Amitay Weiss, in his previous capacity as the Company's Chief Executive Officer;

(4) to approve a special bonus to Mr. Itschak Shrem, in his previous capacity as the Company's Chairman of the Board of Directors; and

(5) to re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm until the next annual general meeting of shareholders, and to authorize the Company's board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.

In addition to considering the foregoing Proposals, the Company's shareholders will have the opportunity to hear from representatives of the Company's management, who will be available at the Meeting to review and discuss with shareholders the consolidated financial statements of the Company for the year ended December 31, 2021.

We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment and the recommendation of the Board.

Board Recommendation

Our Board unanimously recommends that you vote FOR each of the above Proposals.

Quorum and Adjournment

On August 8, 2022, we had a total of 3,526,740 ordinary shares issued and outstanding. Each ordinary share outstanding as of the close of business on Monday, August 15, 2022, is entitled to one vote on each of the Proposals to be presented at the Meeting. Under our current Articles of Association (the Current Articles ), the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold ordinary shares representing at least 15% of our voting power. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Friday, September 16, 2022 at 3:00 p.m. (Israel time). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares) will constitute a quorum.

Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a bank, broker or other holder of record holding ordinary shares for a beneficial owner attends the Meeting but does not vote on a particular Proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold ordinary shares in street name for clients (as described below) typically have authority to vote on routine Proposals even when they have not received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is Proposal No. 5 relating to the reappointment of the Company's independent registered public accounting firm until the next annual general meeting of shareholders; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the Companies Law ), rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its ordinary shares, if the shareholder wants its ordinary shares to count for the Proposals.

Vote Required for Approval of Each of the Proposals

The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the Proposals.

The approval of Proposal No. 4 is also subject to the fulfillment of one of the following additional voting requirements: (i) the majority of the ordinary shares that are voted at the Meeting in favor of the Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling shareholders or do not have a personal interest in the approval of the Proposal; or (ii) the total number of ordinary shares of the shareholders mentioned in clause (i) above that are voted against the Proposal does not exceed two percent (2%) of the total voting rights in the Company.

For this purpose, a controlling shareholder is any shareholder that has the ability to direct the Company's activities (other than by means of being a director or office holder of the Company. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the means of control of a company. Means of control is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. A personal interest of a shareholder in an action or transaction of a company includes a personal interest of any of the shareholder's relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder's spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder's relative (as defined above) holds 5% or more of such company's issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company. For the purpose of Proposal No. 4, the term controlling shareholder shall also include a person who holds 25% or more of the voting rights in the general meeting of the company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the company each of which has a personal interest in the approval of the transaction being brought for approval of the company will be considered to be joint holders.

If you do not state whether or not you are a controlling shareholder or have personal interest with respect to Proposal No. 4 by marking YES or NO on the proxy card or voting instruction form (or in your electronic submission), your ordinary shares will not be voted for Proposal No. 4.

As of this date, we are not aware of any controlling shareholders as defined above, and therefore believe that other than our directors, officers and their relatives, none of our shareholders should have a personal interest in Proposal No. 4. Such shareholders should mark NO in the appropriate place on the proxy card or voting instruction form (or in their electronic submission).

Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote FOR or AGAINST a matter.

You can vote either in person at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the manners below:

- By Internet If you are a shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. If you hold shares in street name, and if the brokerage firm, bank or other similar nominee that holds your shares offers Internet voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit your proxy over the Internet;

- By telephone If you are a shareholder of record, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and following the prompts. If you hold shares in street name, and if the brokerage firm, bank or other similar organization that holds your shares offers telephone voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit a proxy by telephone; or

- By mail If you are a shareholder of record, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. If you hold shares in street name, you have the right to direct your brokerage firm, bank or other similar organization on how to vote your shares, and the brokerage firm, bank or other similar organization is required to vote your shares in accordance with your instructions. To provide instructions to your brokerage firm, bank or other similar organization by mail, please complete, date, sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar organization.

If you are a shareholder of record whose ordinary shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you can vote your ordinary shares by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting. We will not be able to count a proxy card from a registered holder unless we receive it at our offices at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel, or Broadridge Financial Solutions, Inc. receives it in the enclosed envelope no later than 11:59 p.m. EDT on Wednesday, September 14, 2022.

If you provide specific instructions (by marking a box) with regard to the Proposals, your ordinary shares will be voted as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions your ordinary shares will be voted in favor of each Proposal in accordance with the recommendation of the Board. The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 16 of the Company's Current Articles.

If you are a beneficial owner of the ordinary shares held in a brokerage account or by a trustee or nominee, these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the Meeting.

Because a beneficial owner is not a shareholder of record, you may not vote those ordinary shares directly at the Meeting unless you obtain a legal proxy from the broker, trustee or nominee that holds your ordinary shares, giving you the right to vote the ordinary shares at the Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your ordinary shares.

You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on Monday, August 15, 2022, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.

Revocation of Proxies

Shareholders of record may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. A shareholder who holds shares in street name should follow the directions of, or contact, the bank, broker or nominee if he, she or it desires to revoke or modify previously submitted voting instructions.

Solicitation of Proxies

Proxies are being distributed to shareholders beginning Monday, August 15, 2022. Certain officers, directors, employees and agents of SciSparc, may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of ordinary shares.

The final voting results will be tallied by the Company based on the information provided by Broadridge Financial Solutions, Inc. or otherwise, and the overall results of the Meeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission, or the SEC.

Availability of Proxy Materials

Copies of the proxy card, the notice of the Meeting and this proxy statement are available at the Investors portion of our website, https://investor.scisparc.com/. The contents of that website are not a part of this proxy statement.

COMPENSATION OF EXECUTIVE OFFICERS

For information concerning the annual compensation earned during 2021 by our five most highly compensated executive officers see Item 6.B. of our Annual Report on Form 20-F for the year ended December 31, 2021, as filed with the SEC on April 28, 2022 (the Annual Report ), a copy of which is available on our website at https://investor.scisparc.com/.

DIRECTOR INDEPENDENCE

On December 22, 2021, our ordinary shares commenced trading on the Nasdaq Capital Market (the Nasdaq ), under the symbol SPRC . Prior to that, our ordinary shares were quoted on the OTCQB. Accordingly, our Board has determined that each of Mr. Vider, Ms. Sidi, Mr. Ben Shay and Mr. Dayan satisfy the independent director requirements under the Nasdaq corporate governance requirements. As such, the Board is comprised of a majority of independent directors as such term is defined in the Nasdaq Rules.

Our Board has further determined that each member of our audit committee is independent as such term is defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), and that each member of our audit committee and compensation committee satisfies the additional requirements applicable under the Nasdaq Rules to members of audit committees and compensation committees, respectively.

Following our up-list to the Nasdaq, our Board resolved on January 3, 2022, to adopt the corporate governance exemption set forth in Regulation 5D of the Israeli Companies Regulations (Reliefs for Public Companies whose Shares are Listed on a Stock Exchange Outside of Israel), 2000 (the Regulation ). Accordingly, upon adoption of the exemption in accordance with the Regulation, the Company is exempt from the requirement to appoint external directors or comply with the audit committee and compensation committee composition requirements under the Companies Law. The terms of office for each of the Company's former external directors, Mr. Amnon Ben Shay and Mr. Alon Dayan, will expire, pursuant to the Regulation, at this Meeting and accordingly the Board has resolved to reappoint each of Mr. Amnon Ben Shay and Mr. Alon Dayan to serve as a Class I and Class II director, respectively.

APPROVAL OF THE RE-ELECTION OF EACH OF MR. LIOR VIDER AND MR. ALON DAYAN AND THE ELECTION OF MR. MOSHE REVACH AS A DIRECTOR OF THE COMPANY

Our Board currently has six directors, who are divided into three classes with staggered three-year terms as follows:

- the Class I directors consist of Ms. Liat Sidi and Mr. Amnon Ben Shay and their terms will expire at our annual general meeting of shareholders to be held in 2024;

- the Class II directors consist of Mr. Lior Vider and Mr. Alon Dayan and their terms expire at the Meeting; and

- the Class III directors consist of Mr. Amitay Weiss and Mr. Itschak Shrem and their terms will expire at our annual general meeting of shareholders to be held in 2023.

At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class, will be for a term of office that expires on the date of the third annual general meeting following such election or re-election.

At the Meeting, shareholders will be asked to re-elect each of Mr. Lior Vider and Mr. Alon Dayan and to elect Mr. Moshe Revach as a director of the Company. Mr. Revach previously served as a member of the Board from January 2020, until his resignation in March 2022. Our Board has nominated Mr. Revach to be elected as a Class II director at the Meeting and has determined that he satisfies the independent director requirements under the Nasdaq corporate governance requirements.

If re-elected or elected, respectively, at the Meeting, each of Mr. Lior Vider, Mr. Alon Dayan and Mr. Moshe Revach will serve until the third annual general meeting of our shareholders following this Meeting, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our Current Articles.

In accordance with the Companies Law, each of Mr. Lior Vider, Mr. Alon Dayan and Mr. Moshe Revach has certified to us that they meet all the requirements of the Companies Law for election as a director of a public company, and possess the necessary qualifications and has sufficient time to fulfill their duties as a director of SciSparc, taking into account the special needs of SciSparc.

Biographical information concerning Mr. Lior Vider, Mr. Alon Dayan and Mr. Moshe Revach is set forth below:

Mr. Lior Vider has served as a member of our Board since August 2020. Mr. Vider has served as a senior investment portfolio manager at Forte Investment House Ltd. since 2021. Mr. Vider previously served as chief investment manager for Impact Investment Management Ltd., from the Union Bank group, from 2007 to 2010 and as chairman of the board of directors and a member of the group's investment committee of Rahkia Capital Markets Ltd. from 2006 to 2007. Mr. Vider also served as a director at Endymed Medical Ltd. and Apollo Power Ltd. Mr. Vider founded and managed sponser.co.il, a financial portal specializing in services for investors from 2005 to 2017. Mr. Vider holds a B.A. in industry and management engineering from Shenkar College in Israel.

Mr. Alon Dayan has served as a member of our Board since January 2021 and served as our external director under the Companies Law between January 2021 and January 2022. Mr. Dayan is the founder of L1-Systems Ltd. and has been serving as its chief executive officer since 2015. Since 2018, Mr. Dayan has served as the chief executive officer of Virtual Crypto Technologies Inc. (OTC: VBIX), which he founded as well. Prior to that, he served as a business development manager at Elbit Systems Ltd. from 2006 to 2013. Mr. Dayan holds a B.A. in electronical engineering from Ariel University, Israel.

Mr. Moshe Revach previously served as our Director since August 2020, until his resignation on March 13, 2022. Mr. Revach serves as deputy mayor of the city of Ramat Gan, Israel, has headed both the sports and government relations departments in the Ramat Gan municipality since 2013, and has served in various other Ramat Gan municipality positions since 2008. Mr. Revach serves as a director of L.L.N IT solutions, a wholly-owned subsidiary of the Jewish

Agency for Israel, and of Biomedico Hadarim Ltd. Mr. Revach previously served as a director of the RPG Economic Society and Jewish Experience Company on behalf of the Jewish Agency. Mr. Revach holds an LL.B from the Ono Academic College, Israel, and a B.A. in management and economics from the University of Derby.

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

RESOLVED, that Mr. Lior Vider be re-elected as a Class II director, to serve until the third annual general meeting of shareholders following this Meeting and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's articles of association or the Companies Law; and

RESOLVED, that Mr. Alon Dayan be re-elected as a Class II director, to serve until the third annual general meeting of shareholders following this Meeting and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's articles of association or the Companies Law.

RESOLVED, that Mr. Moshe Revach be elected as a Class II director, to serve until the third annual general meeting of shareholders following this Meeting and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's articles of association or the Companies Law.

See Vote Required for Approval of Each of the Proposals above.

Board Recommendation

The Board recommends a vote FOR the re-election of each of Mr. Lior Vider and Mr. Alon Dayan and the election of Mr. Moshe Revach as a Class II director for a term to expire at the third annual general meeting of shareholders following this Meeting.

APPROVAL OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE COMPANY

At the Meeting, shareholders will be asked to approve the amended and restated articles of the Company (the Proposed Articles ) in the form attached hereto as Annex A.

The Proposed Articles, if approved by our shareholders, will become effective immediately following the Meeting. If the Proposed Articles will not be approved by our shareholders, our Current Articles will remain, in full force and effect.

The Proposed Articles include, among others, the following changes:

Increase of Share Capital

We propose to increase the authorized share capital of the Company such that it shall consist of 75,000,000 ordinary shares with no par value.

Staggered Board of Directors