Notice of 2020 Annual Meeting of Shareholders
10 Ha-Menofim St., 5th Floor Herzliya, Israel 4672561 NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS June 25, 2020 NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Cyren Ltd., a company formed under the laws of the State of Israel, will be held on July 30, 2020 at 11:00 a.m. Eastern Time, at the offices of our subsidiary, Cyren Inc., located at 1430 Spring Hill Road, Suite 330, McLean, VA 22102, for the following purposes: 1. to elect nine directors, as described in the accompanying proxy statement, to serve until the next annual meeting of shareholders or until their successors are elected; 2. to approve the compensation to our Chairman of the Board; 3. to approve the equity-based compensation to our Chief Executive Officer; 4. to approve, as required by Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of our outstanding ordinary shares in connection with our 5.75% Convertible Debentures due 2024; 5. to ratify and approve the re-appointment of Kost, Forer, Gabbay & Kasierer (a member firm of Ernst & Young Global) as our independent registered public accountants for the year ending December 31, 2020 and for the year commencing January 1, 2021 and until the next annual meeting of shareholders and to authorize our Board of Directors and Audit Committee to determine its fees; 6. to approve, on an advisory basis, the compensation of our named executive officers; 7. to review and discuss our consolidated financial statements for the fiscal year ended December 31, 2019; and 8.
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