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The Semi-Annual Financial Conference The Association of Publicly Traded Companies and DC Finance Going The Semi-Annual Financial Conference The Association of Publicly Traded Companies and DC Finance Going Public – Where and When Ronit Harel Ben-Ze’ev, Senior Vice President Tel-Aviv Stock Exchange November 2006 1

TASE – No. of New Companies (Equity raised in NIS millions) 2004 2005 1 TASE – No. of New Companies (Equity raised in NIS millions) 2004 2005 1 -9/2006 R&D and Hi-Tech companies -- 7 13 (349) (355) Biomed (Out of the above) -- 5 8 (179) (259) 20 17 13 (1, 661) (2, 021) (1, 594) 20 24 26 (1, 661) (2, 370) (1, 949) Other Companies Total 2

The Home Market – 2 Alternatives: 1. IPO on the TASE 2. Dual Listing The Home Market – 2 Alternatives: 1. IPO on the TASE 2. Dual Listing on the TASE – Following an IPO on U. S. Markets or LSE (official list). 3

1. IPO on the TASE • A leverage towards an offering abroad. • Timing 1. IPO on the TASE • A leverage towards an offering abroad. • Timing – raise when you can (exiting in stages) • Low costs and a quick process. 4

IPO Costs(1) ($k) Fixed costs (2) Underwriting, distribution Total 5 1, 365 155 3, IPO Costs(1) ($k) Fixed costs (2) Underwriting, distribution Total 5 1, 365 155 3, 500 2, 500 4, 975 Variable costs: 1, 475 3, 865 2, 655 $ 50 mil offering (2) , Lawyers, CPA, printing, fees, PR, etc. (1)

Annual Costs ($k) (2) General costs (2) 1, 800 822 260 D&O insurance 250 Annual Costs ($k) (2) General costs (2) 1, 800 822 260 D&O insurance 250 50 -60 20 Class actions (estimate) 250 -- -- ~2, 300 ~900 280 Total (1) Source: canaccord. Asams, June, 2006 (2) Lawyers, CPA, IR, PR, fees, shareholders meetings , payments and options for directors 6

1. IPO on the TASE • A jumping board to offering abroad. • Timing 1. IPO on the TASE • A jumping board to offering abroad. • Timing – raise when you can (exiting in stages) • Low costs and a quick process. • Special rules for R&D companies. 7

Special rules for R&D companies* • Post-IPO equity: At least NIS 8 million • Special rules for R&D companies* • Post-IPO equity: At least NIS 8 million • Minimal distribution of public float: 35 shareholders • Public float: The public float (percent) must be at least 10. 0 When the value of the public float is… 7. 5 From 50 From 16 • R&D company: one that has invested at least NIS 3 million in R&D in the last three years, including funds raised from the Chief Scientist. 8

Listing Procedures (excluding R&D companies) Procedure 1 Shareholders' equity after listing Public-float value Period Listing Procedures (excluding R&D companies) Procedure 1 Shareholders' equity after listing Public-float value Period of activity Added value in the 12 months preceding listing Value of issue Value of the company's shares 9 Procedure 2 Procedure 3 25 35 -- 20 30 80 12 months -- 4 -- -- 80 -- -- 200

1. IPO on the TASE • A jumping board to offering abroad. • Timing 1. IPO on the TASE • A jumping board to offering abroad. • Timing – raise when you can (exiting in stages) • Low costs and a quick process. • Special rules for R&D companies. • Tel-Tech Index, Bio-Med (in process) and other TASE indices • Dual listing law – following listing on U. S markets. 10

2. Dual Listing § 36 Israeli companies have dual-listed on the TASE since the 2. Dual Listing § 36 Israeli companies have dual-listed on the TASE since the dual-listing law was enacted – 2 companies, Partner and Perrigo, are included in the TA-25 Index – 9 companies are included in the Tel-Tech 15 Index – 14 companies are included in the TA-100 index § 12 additional companies are traded both in Tel Aviv and the U. S. 11

The Benefits of Dual Listing • More Israeli investors - institutional and individual. • The Benefits of Dual Listing • More Israeli investors - institutional and individual. • Index funds (TA 25, TA 100 and Tel-Tech funds). • TA-25 companies may benefit from trading in index-options. • Raising money on TASE (Partner). • The home market benefit – Blue-chip prominence on the TASE – Greater familiarity and exposure • 13 -hour continuous trading from 10: 00 a. m. to 11: 00 p. m. , local time • Options can be exercised by employees easily and at low cost 12

Some Figures Market Capitalization (Millions of Shekels) September 30, 2006 Portion of TASE Trading Some Figures Market Capitalization (Millions of Shekels) September 30, 2006 Portion of TASE Trading Volume 1 -9/2006 Average Daily Trading Volume on TASE – 1 -9/2006 (Thousands of Shekels) Perrigo 3/2005 6, 951 29% 7, 458 Partner Communication 7/2001 6, 567 88% 13, 777 Given Imaging 3/2004 2, 272 24% 1, 922 Blue Square Israel 11/2000 1, 982 93% 1, 214 Alvarion 7/2001 1, 663 16% 2, 132 Audio. Codes 10/2001 1, 643 20% 1, 954 Radware 5/2004 1, 158 14% 1, 174 Aladdin 7/2004 1, 072 20% 1, 129 Shamir Optical 5/2005 663 41% 250 XTL (London) 7/2005 228 63% 844 13

Thanks Ronit Harel Ben-Ze’ev, Senior VP Listing and Economic Department E-mail: harel@tase. co. il Thanks Ronit Harel Ben-Ze’ev, Senior VP Listing and Economic Department E-mail: [email protected] co. il Phone: 03 – 5677424 New Website: www. tase. co. il 14