EFTA01378561.pdf

PRIOR TO THE EXPIRATION OF THE SUBSEQUENT OFFERING PERIOD, PURCHASER OR ONE OF ITS AFFILIATES HAS ELECTED TO EXERCISE ITS RIGHT TO PURCHASE SUCH NUMBER OF NEWLY ISSUED ORDINARY SHARES OF MOBILEYE SO AS TO INCREASE PURCHASERS OWNERSHIP BY 15 PERCENT OF THE TOTAL OWNERSHIP OF ORDINARY SHARES OF MOBILEYE AFTER GIVING EFFECT TO SUCH PURCHASE OR EFFECTUATE THE ASSET SALE, PURCHASER WILL EXTEND THE SUBSEQUENT OFFERING PERIOD FOR AT LEAST FIVE BUSINESS DAYS. + AS PROMPTLY AS PRACTICABLE FOLLOWING THE CLOSING OF THE SUBSEQUENT OFFERINGPERIOD, INTEL OR PURCHASER MAY EFFECTUATE OR CAUSE TO BE EFFECTUATED, AT INTEL'S OR PURCHASER'S ELECTION, A CORPORATE REORGANIZATION OF MOBILEYE ANDITS SUBSIDIARIES. THE POST OFFER REORGANIZATION WILL UTILIZE PROCESSES AVAILABLE TO PURCHASER UNDER DUTCH LAW TO ENSURE THAT (A) PURCHASER BECOMESTHE 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 ARE OFFERED OR RECEIVE THE SAME CONSIDERATION FOR THEIR SHARES AS THOSE HOLDERSWHO TENDERED THEIR SHARES PURSUANT TO THE OFFER, WITHOUT INTEREST AND LESS APPLICABLE WITHHOLDING TAXES ('COMPULSORY ACQUISITION'). IF THE ABOVE IS IMPLEMENTED, THEN SHARES HELD BY NON TENDERING MOBILEYE SHAREHOLDERS WILL BE ACQUIRED IN ACCORDANCE WITH SECTION 2 92A OR SECTION 2 201A OF THE DUTCH CIVIL CODE. IN THAT CIRCUMSTANCE, THE ENTERPRISE CHAMBER OF THE AMSTERDAM COURT OF APPEALS WILL DETERMINE THE PRICE TO BE PAID FOR THE NON TENDERED SHARES. FOR FULL DETAILS ON THE COMPULSORY ACQUISITION, PLEASE REVIEW THE OFFER TO PURCHASE. A MAILING HAS BEEN MADE TO HOLDERS. + CONDITIONS: THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE MINIMUM CONDITION, THE ANTITRUST CLEARANCE CONDITION, THE RESTRAINTS CONDITION, THEGOVERNANCE RESOLUTIONS CONDITION, AND THE MATERIAL ADVERSE EFFECT CONDITION+ PAYMENT DATE: EXPECTED WITHIN 5 BUSINESS DAYS FOLLOWING THE EXPIRATION. + IF YOU ARE ELIGIBLE AND WISH TO TENDER AND MAKE A TAX DECLARATION ELECTION VIA IFA, ENTER INSTRUCTIONS BY SELECTION POSITIONS UNDER THE ELECTION OFFER, THEN THE APPROPRIATE OPTION ('OPTION 1' THROUGH 'OPTION 3'. TO MAKE AN ELECTION VIA REOR USE OFFER CODE 'ELE' THROUGH 'ELE3'. ADDITIONALLY, HOLDERS MUST COMPLETE AND RETURN A COPY OF THE ISRAELI TAX DECLARATION FORM VIA SERVICE CENTER TO CORPORATE ACTIONS, VOLUNTARY OFFER EXPIRING, INSTRUCTIONS BY PERSHING'S DEADLINE OF 6/16/17. INSTRUCTIONS RECEIVED WITHOUT A PROPERLY COMPLETED AND RETURNED TAX DECLARATION FORM WILL BE CONSIDERED NULL AND VOID. ++MB++ From: Vahe Stepanian Sent: Friday, May 12, 2017 2:24 PM To: Chris Harvey Cc: Stewart Oldfield Subject: FW: MBLY Tender [C] [I] Classification: For Internal use only Hi Chris — can you help with the below? Long story short — I reached out to a client who is a holder of MBLY. The company has a voluntary tender out there and the client asked what happens if they don't tender their shares? Will they potentially be hit by the withholding tax regardless? Best, Vahe From: Zbynek Kozelsky Sent: Friday, May 12, 2017 2:09 PM To: Vahe Stepanian >; Donald Summer c Cc: Stewart Oldfield Subject: RE: MBLY CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075751 CONFIDENTIAL SDNY_GM_00221935 EFTA01378561