EFTA01369865.pdf

Wired Asset Sale Ruling (as defined below) has been obtained or Intel determines in its reasonable judgment that the Pre-Wired Asset Sale Ruling will not be received, and Purchaser is not required to extend the Offer beyond the End Date (as defined below). The Purchase Agreement provides, among other things, that, subject to the terms and conditions set forth therein. Purchaser will (and Intel will cause Purchaser to), (a) at or as promptly as practicable following the Expiration Time (but in any event within two business days thereafter). accept for payment (the time of acceptance for payment, the "Acceptance Time") and (b) at or as promptly as practicable following the Acceptance Time (but in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934. as amended (the "Exchange Act")) thereafter). pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn as of the Acceptance Time (such time of payment, the "Offer Closing"). It is expected that following the Offer Closing, the listing of the Shares on the NYSE will be terminated. Mobileye will no longer be a publicly traded company. and the Shares will be deregistered under the Exchange Act, resulting in the cessation of Mobileye's reporting obligations with respect to the Shares with the SEC. After careful consideration, the board of directors (bestunr) of Mobileye (the "Moblleye Board") has unanimously (other than the executive directors of Mobileye, Professor Amnon Shashua and Mr. Zis A viram. who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated thereby arc in the best interests of Mobileye, its business and its shareholders, employees and other relevant stakeholders, and (b) approved and adopted the Purchase Agreement and approved certain of the transactions contemplated thereby. The Mobileye Board recommends that Mobileye shareholders accept the Offer and tender their Shares in the Offer. Furthermore, the Moblleye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobileye shareholders (the "EGM"). which will he combined with Mobileye's 2017 annual general meeting of shareholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556. 1017 CG Amsterdam, The Netherlands. At the ECM, Mobileye shareholders will be requested to vote on approval of (a) the transfer to and assumption of all or substantially all of the assets and liabilities of Moblleye by Purchaser (or an affiliate of Purchaser) (the "Asset Sale") and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (collectively, the "Pre-Wired Asset Sale Resolutions"), (b) certain amendments to Mobileye's articles of association to become effective after the Offer Closing, including the conversion of Mobikye from a public limited liability company (naamloze vennootsehap or N.V.) to a private limited liability company (batmen vennootschap met beperkte aansprakeijjkheid or S.V.) under Dutch law (the "Conversion Resolutions"), (c) the appointment of directors designated by Purchaser to the Mobileye Board to replace certain current directors of Mobikye who will resign from the Mobileye Board effective as of the Offer Closing, and (dl other matters contemplated by the Purchase Agreement. Following the Acceptance Time in accordance with the Purchase Agreement. Purchaser will provide for a subsequent offering period of at least 10 business days in accordance with Rule 14d-11 under the Exchange Act (the "Subsequent Offering Period"). In the event that prior to the expiration of the Subsequent Offering Period. Purchaser or one of its affiliates has elected to (a) exercise its right to purchase such number of newly issued ordinary shares of Mobikye so as to increase Purchaser's ownership by 15% of the total ownership of ordinary shares of Mobileye after giving effect to such purchase (the "Call Option") or (b) effectuate the Asset Sale. Purchaser will extend the Subsequent Offering Period for at least five business days (the "Minority Exit Offering Period"). Under no circumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, the Subsequent Offering Period (as it may he extended by the Minority Exit Offering Period), or any delay in making payment for Shares. As promptly as practicable following the closing of the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), Intel or Purchaser may effectuate or cause to be effectuated, at hirers or Purchaser's election, a corporate reorganization of Mobileye and its subsidiaries (the "Past-Offer CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062368 CONFIDENTIAL SDNY GM_00208552 EFTA01369865