An individual investor, also known as a retail client, is a client organisation or individual who cannot be deemed both a Qualified Investor and a Qualified Client, pursuant to the requirements of the Israeli Securities Law 1968 (the ‘Securities Law’) and the Law for the Regulation of Advice, Investment   Marketing and Investment Portfolio Management 1995 (the ‘Advice Law’), respectively. A Qualified Investor is defined under the Securities Law as:

(1) A fund for joint investments in trust (i.e., mutual fund) as defined in the Joint Investment Trust Law, 1994, or a management company of such a fund;
(2) A provident fund or a management company (of such funds) thereof, both as defined in the Regulation of Financial Services (Provident Funds) Law, 2005;
(3) An insurer defined in the Regulation of Financial Services (Provident Funds) Law, 1981;
(4) A Banking Corporation or Auxiliary Corporation, as such terms are defined in the Banking (Licencing) Law 1981, other than a joint services company, acting for their own account or for the account of clients that are investors of the type listed in Section 15A(b) of the Securities Law;
(5) A licensed portfolio manager under the Advice Law, acting on its own account or for the account of clients that are investors of the type listed in Section 15A(b) of the Securities Law;
(6) An investment advisor or provider of investment marketing services under the Advice Law, acting for its own account;
(7) A member of the Tel Aviv Stock Exchange, acting on its own account or for the account of clients that are investors of the type listed in Section 15A(b) of the Securities Law;
(8) An underwriter fulfilling the conditions of Section 56(c) of the Securities Law;
(9) A venture capital fund (defined as an entity primarily involved in investments in entities which are engaged, at the time of investment,: (a) in research and development or production of new technological products or processes, and (b) where the risk of investment is typically above-average   risk for such investment);
(10) An entity wholly owned by persons Exempt Investors (as defined in the Securities Law);
(11) An entity, other than an entity formed for the purpose of purchasing securities in a specific offering, in which the shareholders equity is in   excess of NIS 50 million;
(12) An individual regarding whom one of the following conditions are met:
(a) The total value of cash, deposits, financial assets and securities – as defined in section 52 of the Securities Law – owned by the individual exceeds NIS8,095,444;
(b) The individual has income during each of the last two years exceeds NIS1,214,317, or the income of the family unit of which the individual is a member exceeds NIS1,812,475; or
(c) The total value of the liquid assets owned by the individual exceeds NIS5,059,652 and income during each of the last two years exceeds NIS607,158 or the income of the family unit of which the individual is a member exceeds 910,737.

     A Qualified Client is defined under in the Advice Law as:
(1) A joint investment trust fund or a fund manager;
(2) A management company or provident fund (as defined in the Supervision of Financial Services (Provident Funds) Law, 1995;
(3) An insurance company;
(4) A banking corporation or an auxiliary corporation as defined in the Banking Law, other than a joint services company;
(5) A person holding a license under the Advice Law;
(6) A stock exchange member;
(7) An underwriter meeting the qualification conditions under section 56(c) of the Securities Law;
(8) A corporation, other than a corporation which was incorporated for the purpose of receiving services, with equity exceeding NIS50 million;
(9) An individual regarding whom two of the following conditions are met and who has given his consent in advance to being considered a Qualified Client for the purpose of Advice law;
(a) The total value of cash, deposits, financial assets and securities – as defined in section 52 of the Securities Law – owned by the individual exceeds NIS12 million;
(b) The individual has expertise and skills in capital markets or has been employed for at least one year in a professional capacity which requires capital markets expertise;
(c) The individual has executed at least 30 transactions, on average, in each of the four quarters preceding to his consent; or
(10) A corporation which is wholly owned by investors who are Qualified Clients; and

A corporation incorporated outside of Israel, whose activity characteristics are similar to those of a corporation listed in this Exhibit.

    Please note that the above summary is provided for information purposes only. If you are uncertain as to whether you can both be classified as a Qualified Investor and Qualified Client, then you should seek independent advice.

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