convening of meeting false

מטומי מדיה גרופ בע"מ	2 670
MATOMY MEDIA GROUP LTD
Corporation no: 513795427	12506

	Israel Securities Authority			Tel Aviv Stock Exchange		C460 ( Public )		Reported via MAGNA:	22/07/2019
	www.isa.gov.il			www.tase.co.il				Reference:	2019-02-063051	Time of broadcast: 09:08 09:01:08

Immediate Report of Meeting

Whether to enable voting via the Voting System No

Explanation: Enabling voting via the Voting System is mandatory for companies which are subjected to the Israeli Companies Law and is optional for foreign companies.

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is _________ which was called for the date _________

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 22/07/2019

it was decided on convening of meeting extraordinary meeting _________ ,

that will be held on the day Thursday on the date : 29/08/2019 time: 10:00

at address: 16 Abba Hillel Rd. (10th floor), Ramat Gan, Israel (at Meitar Liquornik Geva Leshem Tal, Law Offices

For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meeting

Explanation: If this field is empty the default is six hours.

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meeting

Security number 1136894

Security name מטומי

Security type Share

Explanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending report

The determining date for entitlement to participate and vote in the meeting: 19/08/2019

3. On the Agenda - Items/Decisions to be raised at the meeting

1

1

The item/decision and its particulars:

To approve the Company's Amended Remuneration Policy in the form attached to the notice of the Extraordinary General Meeting, as Exhibit A.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes

Do you have a personal interest in Resolutions on the agenda? If the answer is yes, please elaborate Are you a controlling shareholder in the Company? Are you a senior officer in the Company? Are you a foreign institutional client, joint investment fund manager or trust fund?

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority as set forth in note no. 1 in the notice attached.

2

2

The item/decision and its particulars:

To approve the terms of employment of Mr. Sami Totah, who currently serves as chairman of the board of directors and as interim CEO. To grant Mr. Totah a fixed monthly fee in the amount of NIS 40,000 (plus VAT) (equal to a sum of approx. $11,100) for his services as chairman of the board of directors, effective as of January 1, 2019.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes

Do you have a personal interest in Resolutions on the agenda? If the answer is yes, please elaborate Are you a controlling shareholder in the Company? Are you a senior officer in the Company? Are you a foreign institutional client, joint investment fund manager or trust fund?

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority as set forth in note no. 1 in the notice attached.

3

3

The item/decision and its particulars:

To approve the Company's engagements in D&O insurance policy To approve the terms of the Current Policy, in the terms set forth in Resolution no. 3 in the notice attached, and its extension or the purchase of a new policy, according to the Terms of the Amended Remuneration Policy, for directors and office holders who served or serve in the Company, or as they will serve in the Company, from time to time.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes

personal interest

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

4

4

The item/decision and its particulars:

To approve a special bonus to Mr. Ido Barash who served as the vice president of strategic development and general counsel of Company To grant Mr. Barash a Cash Payment of $60,000 and to allocate him 139,000 RSU's of the Company (that will immediately vest) (the value of such benefit, as of June 11, 2019, is equal to a sum of approx. $8,000).

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes

Do you have a personal interest in Resolutions on the agenda? If the answer is yes, please elaborate Are you a controlling shareholder in the Company? Are you a senior officer in the Company? Are you a foreign institutional client, joint investment fund manager or trust fund?

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority as set forth in note no. 1 in the notice attached.

5

5

The item/decision and its particulars:

To approve a special bonuses to Mrs. Keren Farage who served as the Company CFO To grant Mrs. Farage a Cash Payment of $60,000 and to allocate her 139,000 RSU's of the Company (that will immediately vest) (the value of such benefit, as of June 11, 2019, is equal to a sum of approx. $8,000). In addition, it is proposed to approve a grant of additional special bonus (the "Additional Bonus") to Mrs. Farage in the amount of $61,500 upon the consummation of a sale transaction to a non – related party, of all, or substantially all the activity and assets and/or share capital of Team Internet AG, provided that such transaction will be consummated prior to the Final date; or a sum of $31,250, if such transaction will be consummated by May 15, 2020.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes

Do you have a personal interest in Resolutions on the agenda? If the answer is yes, please elaborate Are you a controlling shareholder in the Company? Are you a senior officer in the Company? Are you a foreign institutional client, joint investment fund manager or trust fund?

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority as set forth in note no. 1 in the notice attached.

6

6

The item/decision and its particulars:

To approve a special bonus to Mr. Gil Klein who served as the managing director of Mobfox and a c-level executive at Matomy Media Group To grant Mr. Klein a Cash Payment of $75,000 and to approve the acceleration of the unvested 91,450 RSU units granted to Mr. Kleins as part of his terms of employment, to become vested and allegeable for exercise (the value of such benefit, as of June 11, 2019, is equal to a sum of approx. $5,250).

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes

Do you have a personal interest in Resolutions on the agenda? If the answer is yes, please elaborate Are you a controlling shareholder in the Company? Are you a senior officer in the Company? Are you a foreign institutional client, joint investment fund manager or trust fund?

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority as set forth in note no. 1 in the notice attached.

Attachment of report of convening meeting: Notice_isa.pdf

4. Attached

No wording of the voting letter

No position notification

_________

No declaration of candidate to serve as director in corporation.

No declaration of independent director

No declaration of outside director

_________

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda above

At the Company's registered offices at 16 Abba Hilel Rd., Ramat Gan (at Meitar Liquornik Geva Leshem Tal, Law Offices), Israel. During normal business hours

6. Link to the Voting System site: Voting System

Meeting Identifier: _________

Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
Stock Exchange/Market: LSE	Date of revision of form structure: 25/06/2019
Address: Aba Hillel 16 , Ramat Gan 5250608   , Israel Tel: 052-5156464 , 052-5156464 Fax: 077-3606100
E-mail address: ilan.t@matomy.com   Company site: www.matomy.com
Previous names of reporting entity:
Name of the Signatory: Tamir Ilan Hillel Position of Signatory in the reporting corporation: Chief Operating Officer & CFO Name of Employer Company:
Address: haamakim street 3 , Hod Hasharon 4538415 Telephone: 052-5156464 Facsimile: 03-6103111 E-mail: ilan.t@matomy.com 1
Israel