Plus500 : 2023 Results of AGM

Company number: 514142140

2 May 2023

In accordance with Listing Rule 9.6.2, the following are the resolutions that do not constitute ordinary business that were passed at the annual general meeting of Plus500 Ltd. (the "Company") on 2 May 2023.

Authority to allot

9 To authorise the Directors pursuant to Article 10(c) of the Company's Articles of

Association ("Articles") to allot and issue up to 4,586,553 ordinary shares (representing approximately 5 per cent. of the Company's issued share capital (excluding shares held in treasury) as at 21 March 2023) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment.

The authority conferred by this Resolution shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, at the close of business on 5 August 2024, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution, the Directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

Disapplication of pre-emption rights

10 To authorise the Directors pursuant to Article 10(c) of the Company's Articles of Association to allot and issue up to 4,586,553 ordinary shares (representing approximately 5 per cent. of the Company's issued share capital (excluding shares held in treasury) as at 21 March 2023) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment and issue, such authority to be limited to the allotment of equity securities or sale of treasury shares, to be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption

Group's Statement of Principles published in 2015.

The authority conferred by this Resolution shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, at the close of business on 5 August 2024, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution the Directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

Authority to purchase own shares

11 To authorise the Company to make purchases of up to 9,173,106 ordinary shares (representing approximately 10 per cent. of the Company's issued share capital (excluding shares held in treasury) as at 21 March 2023) for cash, provided that:

1. The minimum price which may be paid for an ordinary share is ILS 0.01, such minimum price being exclusive of any expenses;
2. The maximum price which may be paid for an ordinary share is not more than the higher of: (i) an amount equal to 105 per cent. of the average of the market value for an ordinary share as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the London Stock Exchange at the time the purchase is carried out, such maximum price being exclusive of any expenses;
3. This authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, at the close of business on 5 August 2024, unless such authority is renewed prior to this time; and
4. Under the authority conferred by this Resolution, the Company may before the authority expires make an offer or enter into an agreement to purchase ordinary shares under this authority which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of ordinary shares in pursuance of such an offer or agreement as if the power conferred in this Resolution had not expired.

Directors' remuneration including the remuneration policy and report

1. To approve an increase in the fees payable to Anne Grim for her services as an Independent Non-Executive Director and External Director, from USD 124,000 gross per annum to USD 130,000 gross per annum, effective 1 January 2023.
2. To approve an increase in the fees payable to Tami Gottlieb for her services as an Independent Non-Executive Director and External Director, from USD 124,000 (plus VAT) gross per annum to USD 130,000 (plus VAT) gross per annum, effective 1 January 2023.
3. To approve an increase in the fees payable to Steve Baldwin for his services as an Independent Non-Executive Director from USD 124,000 gross per annum to USD 130,000 gross per annum, effective 1 January 2023.
4. To approve an increase in the fees payable to Sigalia Heifetz for her services as an Independent Non-Executive Director, from USD 124,000 (plus VAT) gross per annum to USD 130,000 (plus VAT) gross per annum, effective 1 January 2023.
5. To approve an increase in the fees payable to Prof. Varda Liberman for her services as an Independent Non-Executive Director from USD 124,000 (plus VAT) gross per annum to USD 130,000 (plus VAT) gross per annum, effective 1 January 2023.
6. To approve an increase in the remuneration of Prof. Jacob Frenkel as an Independent Non-Executive Director and Chair of the Board from USD 567,000 (plus VAT) gross

per annum to USD 595,000 (plus VAT) gross per annum, effective 1 January 2023. It is proposed that this sum shall be paid to Prof. Frenkel as follows: (a) USD 470,000 (plus VAT) in cash and (b) USD 125,000 (plus VAT) by the allotment of ordinary shares of the Company.

1. To approve an additional allotment of shares to Prof. Frenkel of USD 145,000 (plus VAT).
2. As required by the Israeli Companies Law, 5759-1999 ("Companies Law"), to adopt a new Company's Remuneration Policy for Directors and Executives, in the form attached Annex A to the Annual General Meeting Notice for the years 2024 - 2026 ("Policy Period")
3. To approve the following remuneration terms for Mr David Zruia, the Chief Executive Officer and an Executive Director of the Company:
4. 1. An increase in the fees payable to Mr Zruia, as Chief Executive Officer and Executive Director from USD 639,000 to USD 750,000 gross per annum, effective 1 January 2024 ("Base Fees"). The Base fees will be adjusted annually to the Inflationary Rate of each relevant FY.
   2. The payment to Mr Zruia of an annual bonus for each FY during the Policy Period, with an aggregate value of up to 250 per cent. of the Base Fees (USD 1,875,000), as detailed in the explanatory notes of the Annual General Meeting Notice.
   3. The grant to Mr Zruia of an LTIP award with an aggregate value of up to 250 per cent. of the Base Fees (USD 1,875,000) for each FY during the Policy Period, and to approve that the effective grant date of which shall be 1 January 2024, as detailed in the explanatory notes of the Annual General Meeting Notice.
5. To approve the following remuneration terms for Mr Elad Even-Chen, the Chief Financial Officer and an Executive Director of the Company:
6. 1. An increase in the service contract fee payable to Mr Even-Chen for his services as Chief Financial Officer and Executive Director from USD 639,000 (plus VAT) to USD 750,000 (plus VAT) per annum, effective 1 January 2024
      ("Base Fees"). The Base Fees will be adjusted annually to the Inflationary
      Rate of each relevant FY.
   2. The payment to Mr Even-Chen of an annual bonus for each FY during the Policy Period, with an aggregate value of up to 250 per cent. of the Base Fees (USD 1,875,000) (plus VAT), as detailed in the explanatory notes of the Annual General Meeting Notice.
   3. The grant to Mr Even-Chen of an LTIP award with an aggregate value of up to 250 per cent. of the Base Fees (USD 1,875,000) (plus VAT) for each FY during the Policy Period, and to approve that the effective grant date of which shall be 1 January 2024, as detailed in the explanatory notes of the Annual General Meeting Notice.