Notice of EGM

February 29, 2016

TRENDIT LTD

("Trendit" or "the Company")

Notice of EGM

Trendit Ltd (TRIT), the provider of cutting-edge technology for real-time monitoring of population movement, trend analytics, and crowd behaviour, announces that Notice of an Extraordinary General Meeting of the Company ("EGM") (the text of which Notice is set out below) and accompanying proxy form was today sent to the Company's shareholders.

The purpose of the EGM is to consider, and if thought appropriate, to approve the appointment of new external directors of the Company and certain matters relating to such appointments that require shareholders' approval under the relevant provisions of the Israeli Companies Law, 1999-5759.

The EGM has been called for April 3, 2016, at 11.00 am. Israel time (9.00 am BST), to be held at the offices of Pearl Cohen Zedek Latzer Baratz, Advocates, Patent Attorneys & Notaries, at 1 Azrieli Center, Round Tower, 18th floor, Tel Aviv, Israel.

The Notice of EGM and proxy form will be available on the Company's website at: http://www.trendit.net

Notice of Extraordinary General Meeting

THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document, or as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser in the relevant jurisdiction. If you sell, have sold or otherwise transferred all of your Shares you should send this document, together with the accompanying Voting Instruction Form and Form of Direction, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. However, the distribution of this document and/or the Voting Instruction Form and Form of Direction into certain jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. If you have sold only part of your holding of Shares you should retain these documents.

TRENDIT LTD.

Notice of an Extraordinary General Meeting

February 29, 201

Trendit Ltd.

514128057- Registered in Israel

February 29, 2016

Dear Shareholder,

General meeting

I am pleased to enclose the notice to an Extraordinary General Meeting ("EGM" or the "Meeting") of Trendit Ltd. ("Trendit" or the "Company") to be held at the offices of Pearl Cohen Zedek Latzer Baratz, Advocates, Patent Attorneys & Notaries, at 1 Azrieli Center, Round Tower, 18th floor, Tel Aviv, Israel, on April 3, 2016, at 11.00 am. Israel time (9.00 am BST).

The purpose of the Meeting is to consider, and if thought appropriate, to approve the following matters that require shareholders' approval under the relevant provisions of the Israeli Companies Law, 1999-5759 (the "Israeli Companies Law"):

1. Appoint Ms. Yael Mittelman as an external director on the Board of the Company;

2. Appoint Mr. Amir Adibi as an external director on the Board of the Company;

3. Approve the grant of exemption and indemnification letters to the above-referenced nominees in Sections 1 - 2 and their inclusion in the Company's current directors' and officers' insurance policy.

It is hereby noted, that the above-referenced nominees in Sections 1 and 2 shall be compensated in accordance with the Israeli Companies Regulations (Rules regarding Compensation and Expenses for the External Director), 2000-5760 (the "Regulations"). The approval of the external directors' compensation in accordance with the Regulations does not require the approval of the EGM. 

Recommendation

The directors of the Company consider that the proposals to be considered at the EGM are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole.

The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do so in respect of their own beneficial holdings to the extent that they have any.

Yours sincerely,

Mr. Aharon Zohar

Chairman of the Board

Notice is hereby given that an Extraordinary General Meeting of Trendit Ltd. will be held at the offices of Pearl Cohen Zedek Latzer Baratz, Advocates, Patent Attorneys & Notaries, at 1 Azrieli Center, Round Tower, 18th floor, Tel Aviv, Israel, on April 3, 2016, at 11.00 am. Israel time (9.00 am BST), to consider, and if thought fit, to pass the following Resolutions, which will be proposed as ordinary resolutions:

Ordinary Resolutions

1. Appoint Ms. Yael Mittelman as an external director on the Board of the Company;

2. Appoint Mr. Amir Adibi as an external director on the Board of the Company;

3. Approve the grant of exemption and indemnification letters to the above-referenced nominees in Sections 1 - 2 and their inclusion in the Company's current directors' and officers' insurance policy.

It is hereby noted, that the above-referenced nominees in Sections 1 and 2 shall be compensated in accordance with the Israeli Companies Regulations (Rules regarding Compensation and Expenses for the External Director), 2000-5760 (the "Regulations"). The approval of the external directors' compensation in accordance with the Regulations does not require the approval of the EGM. 

Dated: February 29, 2016 By order of the Board Benny Saban, Chief Executive Officer

Company number: 514128057

Registered office: 34 Jerusalem Road, Ra'anana, Israel.

Notes to the Notice of Extraordinary General Meeting

1. Under the Israeli Companies Law of 1999, an external director is an independent public director which Israeli publicly listed companies are obligated to appoint to its Board. Each public company must have at least two such external directors on its Board and their appointment is by the shareholders for a defined term of three years. For Ms. Yael Mittelman and Mr. Amir Adibi's credentials and resume, see Part 1 of the Appendix to this Notice. Pursuant to section 239 of the Israeli Companies Law, nominees for external directors must be appointed by a special vote of the shareholders' meeting which complies with one of the following conditions: (a) the majority vote in favour of the nominee shall comprise a majority of all the shareholders which were present (in person or by proxy) at the vote who are not a controlling party or having a personal interest in the appointment (and the votes of those abstaining will not be counted); or (b) the aggregate number of those voting against the nominee shall not exceed two percent of the aggregate voting rights in the company. 

2. The required majority for the grant of exemption and indemnification letters to the above-referenced nominees in Sections 1 - 2 and their inclusion in the Company's current directors' and officers' insurance policy, pursuant to section 267A(b) of the Israeli Companies Law requires a special vote of the shareholders' meeting which complies with one of the following conditions: (a) the majority vote in favour of the nominee shall comprise a majority of all the shareholders which were present (in person or by proxy) at the vote who are not a controlling party of having a personal interest in approving the Company's compensation policy (and the votes of those abstaining will not be counted); or b) the aggregate number of those voting against the approval of the resolution shall not exceed two percent of the aggregate voting rights in the Company. 

3. Only those members on the Company's register of members at:

3.1 Close of business on March 31, 2016; or

3.2 If this Meeting is adjourned at 6.00pm Israel time, on the day two days prior to the adjourned meeting.

shall be entitled to attend and vote at the Meeting.

4. Information regarding the Meeting is available at www.trendit.net.

5. If you are a member of the Company at the time set out in Note 3 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy are set out in the Notes to the proxy form below. In order to be valid, proxy forms must be lodged at the registered office of the Company in Israel marked for the attention of the CFO not less than 48 hours prior to the Meeting.  A Form of Proxy appears on the following page.  In the case of a member which is a corporation, the proxy (or any related document) should be given under its common seal or under the hand of an officer or attorney duly authorised in writing. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such party or authority) must be included with the proxy form.

6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

7. To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

In order to revoke a proxy instruction, you will need to inform the Company by sending a hard copy notice clearly stating your intention to revoke your proxy appointment to the CFO of the Company at the Company's registered office. The revocation notice must be received by the CFO not less than 48 hours prior to the Meeting.

8. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote at his or her discretion. Your proxy will vote as he or she thinks fit in relation to any other matter which is put before the Meeting.

9. In the case of holders of depositary interests representing shares in the Company, a Form of Direction must be completed in order to direct the Custodian "Computershare Company Nominees Limited" to vote on the holder's behalf at the Meeting (in person or by proxy) or, if the Meeting is adjourned, at the adjourned meeting. In order to be effective, a completed and signed Form of Direction (and any power of attorney or other authority under which it is signed) must be delivered to the office of the Company's Depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom no later than 72 hours before the time fixed for the Meeting or any adjourned meeting. A Form of Direction appears on the penultimate page of this notice.

10. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

11. The Company will answer any question you ask relating to the business being dealt with at the Meeting unless:

11.1 answering the question would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information;

11.2 the answer has already been given on a website in the form of an answer to a question; or

11.3 it is undesirable in the interest of the Company or the good order of the Meeting that the question be answered.

12. As at 11.00 am on February 29, 2016, the Company's issued share capital comprised 347,875,006 ordinary shares at 0.1 NIS each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 11.00 am on February 29, 2016 is 347,875,006.

13. If you do not have a proxy form or Form of Direction and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC.

14. You may not use any electronic address provided either:

14.1 in this notice of EGM; or

14.2 any related documents (including the chairman's letter and proxy form)

to communicate with the Company for any purposes other than those expressly stated.

15. The following documents will be available for inspection at the registered office of the Company from the date of this Notice until the time of the Meeting and at the Meeting venue itself for at least 15 minutes prior to the Meeting until the end of the Meeting:

· Copy of the Resume and declaration pursuant to Section 224b of the Israeli Companies Law of Ms. Yael Mittelman, the appointee for the position of an external director to the Board of the Company.

· Copy of the Resume and declaration pursuant to Section 224b of the Israeli Companies Law of Mr. Amir Adibi, the appointee for the position of an external director to the Board of the Company.

· Copy of the grant of exemption and indemnification letters to the above-referenced nominees, and the Company's current directors' and officers' insurance policy.

APPENDIX

Yael Mittelman

Mobile: +972-54-8188871 Email: [email protected]

Summary of Qualifications

Education

Professional Experience

Board of Directors:

Sqwik: https://www.sqwik.com

Gemsense, (Cahir): http://gemsense.cool

Gbooking: http://gbooking.biz

Veems: http://getveems.com

Pronto, (Chair): http://www.prontoly.com

Flowmed, (Chair:) http://flowmed.co

CEO, hiCenter

2008 - Present

hiCenter, www.hicenter.co.il, is Haifa entrepreneurial campus that invests and hosts entrepreneurs in all stages of development. The hiCenter seeding program is geared towards effective early stage investment in technology based enterprises and taking them from idea stage to global market penetration through international BD & strategic partnerships.Achieved strong seed market awareness and deal-flow, promising investment portfolio with over 20 portfolio companies, frutful relations with private angles for foloow on investments. Success in mentoring ventures CEO's and management guiding them from "teams" to companies with clear business model and market penetration.

CEO, TrivnetBoard member, Trivnet

2004 - 2008

Trivnet, www.trivnet.com, was a software provider, specializing in the development and marketing of interactive, integrated, mobile commerce, mobile payment solutions and mobile financial services.

Recruited to engineer turnaround, I led Trivnet from an unknown, struggling startup to the position of a recognized world leader in integrated commerce and financial applications over mobile distribution networks.

Following a win of major mobile commerce and remittance contract in APAC and along with a newly formed best-of-class management team, the company gained recognition as one of world leaders in the mobile finance and commerce services. Tier-1 customers and partners moved the company from initial-revenue state in 2004, to over $5M in 2007. Trivnet was acquired in mid-2010 for about $40M by Gemalto.

Hilan-Tech,1990 - 2004

Hilan-Tech, (TLVSE: HLTC), www.hilan.co.il  is the leading payroll Service Bureau and SAAS services in Israel. During my career at Hilan, I earned 2 promotions by consistently and repeatedly proving managerial qualities and leadership, including vision, creative and strategic thinking, penetrating new markets, enriching offerings and improving profitability.

CBOO, Hilan-Tech

2000 - 2004

I managed 600 accounts, 100M in revenues, 100 system analysts and IT professionals and held a pivotal role in Hilan-Tech's highly-successful 2003 Public Offering (TLVSE). Chairing the "Core Product" Committee, I served as a main catalyst in directing the company to introduce new products and services, advancing Hilan-Tech from a payroll service bureau to a fully-integrated Human Resources SaaS provider. 

Division manager, Hilan-Tech

1997 - 1999

Reporting to the COO, I managed all 3 service bureaus, focusing on the strategic acquisition of the IBM service bureau and managing a large scale migration project with complex technology and business challenges.

Branch and North Region Manager, Hilan-Tech

1990 - 1997

Established the new Service Bureau in Haifa and achieved complete domination in a saturated market. Won over 120 new leading accounts and positioned Hilan-tech as the sole SaaS payroll and HR provider in the region.

Curriculum Vitae - Amir Adibi

+972-54-3050612

+972-3-9629627

[email protected] 

Expertise

BA in Economics and Finance

Portfolio management licensed from January 2002

Graduate of "Hamil" college - directors Course - 2011

Extensive knowledge of financial and capital market and international connections

Extensive experience in recruiting investors and funds

Summary

founder and CEO at Unet invest - portfolio management company (2008-2011)

Owner and CEO at Gold Asset Management ltd

Founder and partner at " Gold Sky 2014 ltd" - insurance agency

Founder and partner at "Gold Capital Real Estate Fund ltd" In collaboration with Anglo-Saxon Isreal

Promotes business activities In the food sector, medicine , real estate, energy and investors connection

Languages

Hebrew (mother tongue) , English (High level), Persian (High level)

Enquiries