Unitronics Division Spinoff into Two Separate Companies - PowerPoint PPT Presentation

Unitronics Division Spinoff into Two Separate Companies Presentation for Bond Holders October 7, 2018

Clarification The said presentation does not constitute an investment offer and / or purchase of securities of Unitronics (1989) (RG) Ltd. ("the Company") and in particular does not constitute a "public offering" or "sale to the public" of any kind. This presentation does not purport to encompass or contain all information that may be relevant for the purpose of making any decision regarding the investment in the Company's securities with regard to the distribution request submitted by the Company to the Court (on September 6, 2008, reference no. ("The request") and in general. The presentation was prepared for a concise and concise presentation, and does not exhaust the full data about the Company and its activity and does not replace the need to review the reports published and published by the Company to the public, particularly the request. The information contained in this presentation is incomplete and all that is stated therein is subject to the contents of the relevant reports of the Company, including, in particular, the application and the financial statements of the Company This presentation includes forward-looking information, as defined in the Securities Law, 5728-1968, based on current estimates and assumptions as of the date of the presentation, among others, of the Company's management, which although the Company believes to be reasonable, are uncertain by nature and based in part on estimates The forward-looking information included in this presentation includes, but is not limited to, the implementation of the structural change and the completion of the actions required for it, such as approval of capital reduction from the court, final decision of the board of directors of the company, And the expected results of the split in the Company and in the Company Sister, Iotron. The Company's estimates above are based on information or assessments existing in the Company, as at the date of this report. The materialization or non-realization of the forward-looking information will be affected, inter alia, by risk factors that characterize the Company's operations, as well as developments in the economic environment and external factors that affect the Company's operations and which can not be estimated in advance and are not under the Company's control. The Company does not undertake to update or modify such forecast or assessment and does not undertake to update this presentation It should be emphasized that as of the date of this report, there is no certainty as to the manner of execution of the split and its outcome, date and conditions, and there is also no certainty that the said split will be implemented, inter alia, due to the market situation

Immediate Report as of August 20, 2018 – 2018-01-077146 The Company hereby announces that on August 19, 2018 the Company Board of Directors decided in principle to perform a Spinoff of the Company ’ s business (hereinafter: “ the Spinoff ” ), through a Spinoff Prospectus and registration for trading at the Tel Aviv Stock Exchange Ltd. (hereinafter: “ the Prospectus ” and “ TASE ” , respectively), such that the Company shall transfer its automatic solutions business (executed through the Company and through the subsidiary, Unitronics Automated Solutions Ltd.), in accordance with the instructions of a Spinoff agreement, which shall be signed between the Company and the U-Tron Ltd. Company, a fellow subsidiary of the Company, the stock of which is held by a trustee on behalf of the Company ’ s stockholders. The above Spinoff is subject to the legally mandated approvals, including approval of reduction of capital by the court, which is expected to be submitted to the court in the coming days, final decision by the Company Board of Directors and approval from the Tax Authority, permit from the Israel Securities Authority and TASE Ltd. approval for registration of the spun-off Company ’ s securities for trading. The Company ’ s Board of Directors believes that the Spinoff is a necessary strategic move due to the difference in nature of each of the activities . Should all the conditions for the Spinoff mature and if the Spinoff will take place, this move will enable the controller business remaining in the Company executive focus on growth engines, expansion of the business in the target markets, improved profitability, improved cash flow and improvement in all the financial indices, inter alia through positioning the enterprise as a profitable company over time with possibility of dividend distribution. The Company ’ s Board of Directors furthermore believes that the automated solutions business , which will be spun off the Company and transferred to the fellow subsidiary, will facilitate stabilization and Management business focus, focus on the American market and positioning as market leaders, will open up the possibility of capital raising to accelerate growth insofar as this will be necessary, to achieve strategic collaborations, and to position it in the capital market as a leading, groundbreaking growth technology company. ” The above includes forward-looking information, as per its definition in the Securities Law, 5728-1968. Forward-looking information is uncertain information regarding the future, including projection, assessment, estimation or other information related to a future event or matter, the realization of which is not guaranteed and/or is beyond the Company ’ s control. The forward-looking information included above includes, inter alia, the effecting of the restructuring and completion of the necessary measures for it, such as approval of a reduction of capital by the court, final decision by the Company Board of Directors and obtaining approval from the Tax Authority, permit from the Israel Securities Authority and TASE Ltd. approval for the Spinoff in the Company and in the fellow subsidiary, U-Tron. The above Company estimates are based on information or estimates available at the Company at the time of this report. It is hereby emphasized that as of this reporting date there is no certainty as to the method of the Spinoff and its outcomes, its timing, terms, and there is no certainty at all that the Spinoff will take place, inter alia due to the state of the market, obtaining the above required permissions, etc.

Background These are two lines of business which differ substantially in their modus operandi The Controller business:  Development, manufacture and marketing of products  A mature product – stable, field proven and reputable  Manufacture of tens of thousands of products and electronic components per year  Worldwide sales through distributors  Stable, existing distribution channels with a global reach  A business with good profitability over time; positive cash flow The Automated Parking and Warehouses business:  Development, manufacture and marketing of a solution/project  An innovative product in its final development and stabilization stages  Requires educating the market and penetration of the U-Tron brand  Setting up operational infrastructure for executing the new projects

Advantages of the Spinoff – General Division Spinoff into Two Separate Companies will make it easier to: Simplify the Company ’ s overall structure   Focus each business on its specific goals  Capital raising for U-Tron to support its growth

Advantages of the Spinoff – Controller Business  Management focus on growth engines and expansion of the business within the target markets  Improved profitability and cash flow  Improvement in all the financial indices Positioning within the Capital Market –   Positioning of the enterprise as a profitable company over time  Possibility for dividend distribution

Advantages of the Spinoff – Parking and Warehouses Business  Rounding out and stabilization of the corporate management  Focus on the American market and positioning as market leader  Capital raising for growth acceleration (if necessary)  Positioning within the Capital Market –  Positioning of the enterprise as a growth technology company

Advantages of the Spinoff – Restructuring Parking and Warehouses Business

Presentation for Bond Holders Following Application for Reduction of Capital – Financial Analysis October 2018 14 Kremenetski Str., Tel Aviv 6789912 I Telephone: 03-5617801 I Fax: 03-5617765