AGM 2021

May 27, 2021

Good morning. I'm Peter MacMahon, the Chairman of the company's Board of Directors. Welcome to CEVA's 2021 Annual Meeting of Stockholders. In light of COVID-nineteen, we're again holding the meeting as a virtual meeting. I will preside over today's meeting. We're very pleased with your continued interest in the company that you are with us, albeit virtually. The following additional directors are also present virtually: Bernadette Andretti, Eli Aylon, Zvi Lamon, Sven Lou, Marie Merced, Sven Christian Nielsen, Lou Silver and Gideon Breitheiser. The following officers of the company are present virtually: Gideon Retheiser, the company's Chief Executive Officer and Director and Yaniv Arieli, Chief Financial Officer of the company. Also present virtually Alfredo Silva, our partner at Morrison and Forrester LLP, the company's outside legal counsel Anam Marioski of Cost, Hoegh, Gabi and Karajer, a member of Ernst and Young Global, the corporation's independent auditors. Citi. A representative from C. T. Hagberg will act as the Inspector of Elections for the meeting and has provided me with a report summarizing the tabulation of the votes as of the end of business on May 26, 2021, which report will be supplemented by any additional proxies and ballots received today prior to closing of the polls. I'm sure you can appreciate there are legal formalities that we need to fulfill at this meeting. I ask you to bear with me as I go through a prepaid a pre Preparing Script, so that we meet those legal requirements and include everything we're required to do. Certain operating procedures of this meeting to provide for the orderly transaction the business can also be seen on your screen. Let me summarize some of the procedural points. First, We're recording this meeting and you will be able to replay a recording of this for 1 month from the 1 month from the British Stockholder Meeting website that was set forth in the proxy statement. Please wait a day or so to allow the recording to be uploaded. 2nd. You can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all the questions, where we'll do our best. 3rd, you're able to vote during the meeting at any time from the beginning of the meeting 2 presentations of the proposals until we close the polls. However, if you've already voted in advance by using an online ballot of our fiscal proxy card, and both of this meeting will supersede your earlier vote. If you already voted, you do not need to vote again. 4. In the event of any technical difficulties before the formal adjournment of the meeting, we may temporarily adjourn and reconvene the meeting in accordance with our bylaws. Next item is the notice and stockholders list. The noise of interest availability and proxy material for this meeting was mailed to you on or about April 16, 2021, and will be filed with an affidavit of mailing with the minutes of the meeting. The proxy statement for this meeting was made available on the website hosted by Broadridge on April 16, 2021. Only stockholders of record as of March 31, 2021. Our persons holding a proxy of such stockholders may vote on matters presented at this meeting. Based on the record date. 22,811,090 shares of CEVA common stock are entitled to vote at this Berkshire meeting. I will now report on the number of votes of stockholders represented at this particular meeting. Based on C. C. Hagrid's report as of May 26, 2021, 18,686,379 shares of the company's common stock the present in person virtually or by proxy. This represents a quorum for this virtual meeting. To expedite the flow of business at this virtual meeting, each of the matters to be acted upon will be introduced and discussed in the order set forth in the proxy statement. As I noted earlier, it is not necessary for a stockholder to vote if you already sent in a proxy unless you wish to change your vote. Are there any stockholders who wish to do so? And any other proposals? If not, we will close the polls at this time. After each item in the ballot, I will announce the vote tabulated just prior to the start of the virtual meeting. Unless I am informed by the Inspector of Elections that a vote given at this virtual meeting changes the outcome of the vote. Final vote totals will be reported in the company's current report on Form 8 ks within 4 business days. Any stockholder desiring to address the meeting today and any of the agenda items will be given an opportunity to do so. However, we ask that any stockholder who wishes to address the meeting focus his or her comments on the agenda item at hand. I'll now move to the election of directors. The first matter to be acted upon is the election of 9 directors who will serve 1 year term upon election until the next Annual General Meeting of stockholders to be held in 2021 or until his or her successor is duly elected and qualified. The 9 directors are Bernadette Andretti, Elie Ellaune, Zvi Le Mans, Jacqueline Lou, Marie Merced, Sven Christian Nielsen, Lou Silver, Gideon Verthizer and myself. Additional information about the nominations of directors is outlined in the proxy statement. The nominations are now in order. Sven Pfister Nielsen, Louis Silber and Gideon Wasser as directors of the company to serve 1 year term upon election until the next Stylenol meeting of stockholders to be hold in 2022. I second that motion. Are there any questions or discussions? If not, I will announce whether the motion has been carried. Bernadette Andretti was elected a total of at least 15,689,373 shares voting for approval of the motion for at least 99.32 of the common stock present represented and entitled to vote at the meeting. This Ryalon was elected a total of at least 15,395,592 shares, voting for approval of the motion are at least 97.4 6% of the common stock present, represented and entitled to vote at the meeting. Mr. Lamond was elected by a total of at least 15,289,300 shares voted for approval of the motion are at least 96.79% of the common stock present represented and entitled to vote at the meeting. Ms. Lou is elected by a total of at least 8,102,966 shares voting for approval of the motion are at least 51.29 percent of the common stock present, represented and entitled to vote at the meeting. This percentage was elected by a total of at least 15,773,242 shares voting for approval of the Motion or at least 99.85 percent of the common stock present represented in the titles to vote the meeting. Mr. Nielsen was elected by a total of at least 15,131,996 shares voting for approval of the motion or at least 95.79 percent of the common stock present, represented and entitled to vote for the meeting. Mr. Silver was elected by a total of at least 15,495,965 shares voted for approval promotion at least 98.09 percent of common stock present represented and entitled to vote the meeting. Richard Bateizer was elected by a total of at least 15,418,911 shares voted for approval of the motion or at least 97.61 percent of common stock present, represented and entitled to vote at the meeting. I was elected by a total of at least 15,491,952 shares, voting for approval of the motion or at least 98.07% of the common stock presenters and entitled to vote at the meeting. I'll now move to the ratification of the selection of costs Sfar, Gabi and Karizer, a member of Verusen Union Global as independent auditors of the company for the fiscal year ending December 31, 2021. The next matter to be voted upon is the ratification of the selection of costs for Gaby and Koryizer, a member of Ernst and Young Global, an independent officer as an independent auditors of the company for the past fiscal year ending December 31, 2021. I move for the ratification, of course, for Herngave and Casierer as the company auditors for the fiscal year ending December 31, 2021. I seconded the motion. Are there any questions or discussions? If not, I will announce whether the motion has been carried. The vote to ratify the company's independent auditor as cost for Gabi and Carreiser, a member of Ernst Neel Global for the fiscal year ending December 31, 2021, a set forth in greater detail in the proxy statements has been passed by a vote of at least 18,380,850 shares, representing not less than 98.40 percent of the shares present and represented and entitled to vote at the virtual meeting. The proposal has been passed. The next matter to be voted upon is the advisory vote to approve the compensation of the company's named executive officers as set forth in the greater detail in the proxy statement. I move of I second the motion. Are there any questions or discussions? If not, I will announce whether the motion has been carried. The advisory book vote to approve the compensation of the company's named executive officers as set forth in greater detail in the proxy statement has been passed by a vote of at least 15,356,645 shares, representing not less than 97.34% of the shares present or representatives and entitled to vote at the virtual meeting. The proposal has been passed. Is there any other business to come before the meeting? If not, then we would like to adjourn the meeting. I move that the meeting be adjourned. I second that motion. Is there any opposition to the motion? The meeting is adjourned. Thank you for attending, and we look forward to seeing you all next year. Thank you.