EFTA Document EFTA01425446

Subject: FW: MBLY Tender [C] [I] From: Vahe Stepanian Date: Fri, 12 May 2017 14:23:31 -0400 To: Chris Harvey < Cc: Stewart Oldfield Classification: For internal use only Hi Chris — can you help with the below? Long story short — I reached out to a client who is a holder of MBLY. The company has a voluntary tender out there and the client asked what happens if they don't tender their shares? Will they potentially be hit by the withholding tax regardless? Best, Vahe From: Zbynek Kozelsky Sent: Friday, May 12, 2017 2:09 PM To: Vahe Stepanian < ; Donald Summer Cc: Stewart Oldfield Subject: RE: MBLY Tender [C] [I] Classification: For internal use only Vahe, Ask Chris Harvey please (...without the client). He might be able to direct you. EFTA01425446 Thanks fcid:[email protected] Zbynek "Ziggy" Kozelsky Director I Branch Administrative Manager Key Client Partners - Americas Deutsche Bank Securities Inc. Deutsche Asset & Wealth Management 345 Park Avenue, 26th Floor New Y Tel. Email: All trade execution information contained herein is being provided as an accommodation at your request in advance of your receipt of the official trade confirmation(s). Additional trade detail information available upon request. The terms of the trade(s) may be subject to change prior to settlement, and therefore the official trade confirmation(s) and account statements issued by Deutsche Bank shall govern. Deutsche Bank is not responsible for any discrepancy between the informal execution report and the official trade confirmation(s) or account statements. This email may contain confidential and/or privileged information. If you are not the intended recipient (or have received this email in error), please notify the sender immediately and delete the email from your computer. Any unauthorized copying, disclosure or distribution of the material in this email is prohibited. From: Vahe Stepanian Sent: Friday, May 12, 2017 2:07 PM To: Zbynek Kozelsky; Donald Summer EFTA01425447 Cc: Stewart Oldfield Subject: FW: MBLY Tender [C] [I] Classification: For internal use only Zigs/Donnie — who should we call to get the answer to this question? From: Stewart Oldfield Sent: Friday, May 12, 2017 10:10 AM To: Vahe Stepanian < :.; Joshua Shoshan Subject: FW: MBLY Tender [C] [I] Classification: For internal use only Did either of you go back to him? From: Richard Kahn [mailto: Sent: Thursday, May 11, 2017 1:38 PM To: Vahe Stepanian Cc: Stewart Oldfield; Joshua Shoshan Subject: Re: MBLY Tender [C] if we do nothing what will happen? please advise thank you Richard Kahn HBRK Associates Inc. EFTA01425448 575 Lexington Avenue 4th Floor New tel fax cel On May 10, 2017, at 4:58 PM, Vahe Stepanian < M > wrote: Classification: Confidential HI Rich — we're reaching out as Southern Financial holds 800 MBLY in account ending x804. As you likely saw - there is an MBLY currently tender offer that is set to expire on 6/16/17, for which a mailing should have been sent to you over the last few weeks. Regardless, we wanted to make sure the details were in front of you in case you had questions. Long story short — the tender was set at $63.54 per share for holders of Mobileye, N.V. (details are attached). The offer is subject to Israeli withholding tax of 25% unless holders provide an affidavit that they are exempt. Holders who are EXEMPT from Israeli tax must declare so by fully completing the attached Israeli Tax Declaration form to avoid the withholding. If you believe that Southern Financial is exempt — please complete and send us the Tax Declaration Form. The deadline to instruct and submit paperwork will be on or around 6/16/17. A few key points: EFTA01425449 1. Part I, section 7 (Contact Details): This is normally the beneficially owner. 2. write in Pershing, LLC Part I, section 8. Select "through a Broker", and 3. Part II, Be sure this is fully completed in the proper category (individual, corporation, partnership, or trust.) 4. Part III: DO NOT COMPLETE—unless you are an Israeli Bank, Broker of Financial Institution. 5. Part IV: Beneficial owner must sign. Unclear whether Power or Attorney or Authorized Individual will be recognized 6. Part IV: Don't forget to enter number of shares! I will be traveling over the next two weeks, so please make sure to CC this group in case you have any questions. Thank you, Vahe Vahe Stepanian Key Client Partners Deutsche Bank Securities Inc. Tel. Mobile Email KCP products and services are intended and available only for persons who are sophisticated institutional investors within the meaning of the FINRA Rule 4512(C)(3), and who are capable of evaluating the strategies, characteristics and investment risks of, and exercising independent judgment EFTA01425450 in evaluating, the ideas and products discussed herein. Trades and transactions are subject to relevant internal approvals of DBSI or its affiliates prior to execution, and the execution of any transaction or idea discussed herein is conditional on your becoming a client of Deutsche Bank. Key Client Partners (KCP) products, investment ideas and solutions and related matters discussed herein are provided for discussion purposes only, and strictly on a non-advisory basis. The KCP Americas desk does not provide investment advice. The information set forth herein is confidential and personal to you and is being presented for your information and for discussion purposes only. Any reproduction and/or redistribution thereof (in whole or in part) or disclosure of its content without our written consent is strictly forbidden. This communication does not create any legally binding obligation on the part of DBSI or any of its affiliates. This communication may contain confidential and/or privileged information. If you are not the intended recipient (or have received this communication in error) please notify the sender immediately and destroy this communication. Any unauthorized copying, disclosure or distribution of the material in this communication is strictly forbidden. Deutsche Bank does not render legal or tax advice, and the information contained in this communication should not be regarded as such. <Israeli Tax Declaration Form.pdf><Offer To Purchase.pdf> EFTA01425451