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:	15/11/2019
	www.isa.gov.il			www.tase.co.il				Reference:	2019-02-111517	Time of broadcast: 20:01 20:00:04

Immediate Report of Meeting

Whether to enable voting via the Voting System No

Explanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.

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: 15/11/2019

it was decided on convening of meeting extraordinary meeting _________ ,

that will be held on the day Monday on the date : 23/12/2019 time: 10:00

at address:

at 16 Abba Hillel Rd. (10th floor), Ramat Gan, Israel (at Meitar Liquornik Geva Leshem Tal 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 1131697

Security name מטומי מדיה גרופ

Security type Bond

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: 09/12/2019

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

The item/decision and its particulars:

To approve the Transaction between the Company, Rainmaker Investments GmbH and Centralnic Group PLC ("Purchaser"), for the sale of Team Internet AG to the Purchaser, (including the Rainmaker Resolution) according to the main terms as per the attached.

Enable Editing the item/decision and its particulars

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

_________

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 No

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 Yes

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):

Do you have a personal interest in resolution on the agenda ? If the answer is yes, please elaborate: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ The vote of a shareholder who will answer "Yes" and failed to specify the nature of his personal interest, will be disregarded. There is no need to specify a personal interest in the approval of the nomination, which is not the result of a relationship with a controlling shareholder. 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: 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 1 of the notice attached

Attachment of report of convening meeting: EGM_and_Proxy_November_2019_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 16 Abba Hillel Rd. (10th floor), Ramat Gan, Israel (at Meitar Liquornik Geva Leshem Tal offices 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: 29/10/2019
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