Matomy Media Group - Notice of EGM

Matomy Media Group Ltd.

(the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Company has today issued a Notice of Extraordinary General Meeting ("EGM Notice"). The meeting is called further to a request of Brosh Funds Management Ltd. and Exodus Management Israel Ltd., two affiliated shareholders of the Company that hold together, according to their certification, approximately 6.93% of the issued and outstanding shares (collectively "Brosh"). On September 10, 2016, Brosh submitted a request pursuant to Section 63 of the Israeli Companies Law - 1999 (the "Companies Law") to convene an extraordinary general meeting in which the shareholders will vote upon a proposed resolution to increase the size of the Board of Directors (the "Board") and an additional proposed resolution to appoint Mr. Amir Efrati as an additional director in the Company. In addition, on September 1 and September 15, 2016, Mr. Nir Tarlovsky, a shareholder of the Company that holds, according to his certification, approximately 4% of the issued and outstanding shares, submitted a request that at the next shareholders meeting, the shareholders will be requested to vote upon a proposed resolution for his appointment as an additional director in the Company. Currently the Board consists of eight directors.

Hence, in accordance with the requirements of the Companies Law, the Company is convening the meeting in which the resolutions requested to be considered by Brosh and Mr. Tarlovsky will be considered and voted upon as set out in the EGM Notice.

The EGM will be held at 08:00 (London time) / 10:00 (Tel Aviv time) on 3 November 2016 at the Company's registered office at 6 Hanechoshet St., Tel Aviv, Israel 6971070.

The EGM is convened to seek Shareholder votes on the following:

Resolution 1: To increase the number of Directors (as defined in the Articles) from eight to ten;

Resolution 2: Subject to and conditional upon the adoption of Resolution 1, to appoint Mr. Amir Efrati as a member of the Board.

Resolution 3: Subject to and conditional upon the adoption of Resolution 1, to appoint Mr. Nir Tarlovsky as a member of the Board.

A copy of the EGM Notice will be made available on the Company's website at www.matomy.com, the website of the Israeli Securities Authority at www.magna.isa.gov.il and the website of the Tel-Aviv Stock Exchange at www.maya.tase.co.il.