EFTA01369924.pdf

If the Offer is consummated. Purchaser expects that certain of the current directors of the Mobileye Board will resign. other than at least two independent, non-executive directors as mutually agreed upon by Purchaser and Mobileye (unless two of the current independent, non-executive directors do not agree to serve on the Mobileye Board after the Offer Closing, in which case Purchaser shall designate replacement directors who shall at all times be independent from Intel and Purchaser), who Purchaser expects will remain on the Mobileye Board until the earlier of (a) such time after the Offer Closing as Purchaser owns 1004E of the outstanding Shares and (b) the date the completion of the Second Step Distribution and Liquidation. Purchaser expects that, subject to the receipt of approval of the Governance Resolutions by Mobileye shareholders at the EGM. at least five designees of Purchaser will be appointed to the Mobileye Board effective upon the Offer Closing. After the Offer Closing. Purchaser intends to cause Mobileye to terminate the listing of the Shares on the NYSE (the "Delisting"). As a result, we anticipate that there will not be an active trading market for the Shares. In addition, after the Offer Closing. Purchaser intends to cause Mobileye to terminate the registration of the Shares under the Exchange Act as promptly as practicable and take steps to cause the suspension of the reporting obligations with respect to Mobileye's Shares with the SEC. In addition, you should be aware that, after amendment of Mobileye's articles of association, following the Offer Closing, pursuant to the Conversion Resolutions proposed to be approved at the EGM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch notary, which will require compliance with various administrative formalities under Dutch law and will require shareholders to incur costs for Dutch notarial fees when they transfer Mobileye shares. If such amendment to Mobileye's articles of association becomes effective prior to or during the Subsequent Offering Period or the Minority Exit Offering Period, then all transfers of record ownership of the Shares to the Purchaser during the Subsequent Offering Period and (if applicable) the Minority Exit Offering Period must be effected by way of a notarial deed executed before a Dutch notary: this will cause transfers of record ownership of Shares to the Purchaser during such extensions of the Offer to be substantially more expensive, cumbersome and time-consuming than transfers of record ownership of Shares to the Purchaser prior to the Expiration Time. Furthermore. you should be aware that after the second amendment of Mobileye's articles of association pursuant to the Conversion Resolutions following the Delisting ("Amendment No. 2"). any share acquired by a Mobileye shareholder after the date of Amendment No. 2 would not be transferable prior to March I, 2019. unless the Mobileye Board has approved such transfer. If you sell your Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period)), you will cease to have any equity interest in Mobileye or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Post-Offer Reorganization is consummated. you also will no longer have an equity interest in Mobileye. Similarly. after selling your Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period)), you will not bear the risk of any decrease in the value of Mobileye. Post-Offer Reorganization. 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 Intel's or Purchaser's election, the Post-Offer Reorganization. The Post-Offer Reorganization will utilize processes available to Purchaser under Dutch law to ensure that (a) Purchaser becomes the owner of all of Mobileye's business operations from and after the consummation of the Post-Offer Reorganization and (b) any Mobileye shareholders who do not tender their Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period)) are offered or receive the same consideration for their Shares as those shareholders who tendered their Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period)), without interest and less applicable withholding taxes. Notwithstanding the foregoing, in the event that the Compulsory Acquisition is implemented. then the Dutch Court will determine the price to be paid for the Shares. Although Intel and Purchaser will use their reasonable best efforts to cause the per Share 52 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062438 CONFIDENTIAL SDNY GM_00208622 EFTA01369924