CEVA, Inc. (CEVA)
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AGM 2024

May 21, 2024

Peter McManamon
Chairman of the Board, CEVA

Good morning. I am Peter McManamon, the Chairman of the company's Board of Directors. Welcome to CEVA's 2024 Annual Meeting of Stockholders. As in recent years, we are 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 Andrietti, Jaclyn Liu, Maria Marced, Sven-Christer Nilsson, Louis Silver, and Amir Panush. The following officers of the company are present virtually: Amir Panush, the company's Chief Executive Officer, and Yaniv Arieli, Chief Financial Officer of the company. Also present virtually are Alfredo Silva, a partner at Morrison & Foerster LLP, the company's outside legal counsel, and Sebastian Tesch of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, the corporation's independent auditors.

A representative from CT Hagberg will act as the inspector of elections for this meeting and has provided me with a report summarizing the tabulation of the votes as to the end of business on May 20, 2024, which report will be supplemented by any additional proxies and ballots received today prior to closing of the polls. I'm sure you can all 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 prepared script so that we meet those legal requirements and include everything we are required to do. Certain operating procedures for this meeting to provide for the orderly transaction of 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 it for one month from the virtual stockholder meeting website that was set forth in the proxy statement. Please wait a day or so to allow the recording to be uploaded. Second, 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 questions, but we will do our best. Third, you are able to vote during this meeting at any time from the beginning of the meeting through presentation of the proposals until the close of polls. However, if you've already voted in advance by using an online ballot or a physical proxy card, a vote at this meeting will supersede your earlier vote. If you have already voted, you do not need to vote again.

Fourth, 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. The notice of internet availability of proxy materials for this meeting was mailed to you on or about April 12, 2024, 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 12, 2024. Only stockholders of record as of March 25, 2024, or persons holding a proxy of such stockholders, may vote on matters presented at this meeting. Based on the record date, 23,581,522 shares of CEVA common stock are entitled to vote at this virtual meeting.

I will now report on the number of votes of stockholders represented at this virtual meeting. Based on CT Hagberg's report as of May 20, 2024, 19,134,212 shares of the company's common stock were 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 have already sent in a proxy, unless you want to change your vote. Are there any stockholders who wish to do so on any of the proposals? If not, we'll close the polls at this time.

After each item on the ballot, I will announce the vote tabulated just prior to the start of the virtual meeting, unless 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-K within four business days. Any stockholder desiring to address the meeting today on 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 items at hand.

The first matter to be acted upon is the election of seven directors who will serve a one-year term upon election until the next annual meeting of stockholders to be held in 2025, until his or her successor is duly elected and qualified. The seven directors are Bernadette Andrietti, Jaclyn Liu, Maria Marced, Sven-Christer Nilsson , Amir Panush, Louis Silver, and myself. Additional information about the nominated directors is outlined in the proxy statement. The nominations are now in order.

Speaker 2

I nominate Bernadette Andrietti, Jaclyn Liu, Maria Marced, Peter McManamon, Sven-Christer Nilsson, Louis Silver, and Amir Panush as directors of the company to serve a one-year term upon election, until the next annual meeting of stockholders, to be held in 2025. I second that motion.

Peter McManamon
Chairman of the Board, CEVA

Are there any questions or discussions? If not, I'll announce that the motion has been carried. Ms. Andrietti was elected by a total of at least 16,935,556 shares, voting for approval of the motion, or at least 95% of the common stock present, represented, and entitled to vote at the meeting. Ms. Liu was elected by a total of at least 16,137,108 shares, voting for approval of the motion, or at least 90% of the common stock present, represented, and entitled to vote at the meeting. Ms.

Marced was elected by a total of at least 17,520,184 shares, voting for approval of the motion, or at least 98% of the common stock present, represented, and entitled to vote at the meeting. Mr. Nilsson was elected by a total of at least 15,804,952 shares, voting for approval of the motion, or at least 89% of the common stock present, represented, and entitled to vote at the meeting. Mr. Panush was elected by a total of at least 17,620,713 shares, voting for approval of the motion, or at least 99% of the common stock present, represented, and entitled to vote at the meeting. Mr.

Silver was elected by a total of at least 16,727,054 shares, voting for approval of the motion, or at least 94% of the common stock present, represented, and entitled to vote at the meeting. I was elected by a total of at least 16,570,677 shares, voting for approval of the motion, or at least 93% of the common stock present, represented, and entitled to vote at the meeting. 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 greater detail in the proxy statement.

Speaker 2

I move that the compensation of the company's named executive officers, as set forth in the proxy statement for this meeting, be approved. I second the motion.

Peter McManamon
Chairman of the Board, CEVA

Are there any questions or discussions? If not, I'll announce that the motion has been carried. The advisory vote, 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 14,080,218 shares, representing not less than 79% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. The next matter to be voted upon is the ratification of the selection of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as independent auditors of the company for the fiscal year ending December 31, 2024.

Speaker 2

I move for the ratification of Kost Forer Gabbay & Kasierer as the company's auditors for the fiscal year ending December 31, 2024. I second the motion.

Peter McManamon
Chairman of the Board, CEVA

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 auditors as Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, for the fiscal year ending December 31, 2024, as set forth in greater detail in the proxy statement, has been passed by a vote of at least 18,350,571 shares, representing not less than 95% of the shares present or represented 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.

Speaker 2

I move that the meeting be adjourned. I second that motion.

Peter McManamon
Chairman of the Board, CEVA

Is there any opposition to the motion? The meeting is adjourned. Thank you for attending, and we look forward to seeing you next year.

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