NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS - Form 6-K

CERAGON NETWORKS LTD

3 Uri Ariav St., Bldg. A, 7^th floor, Rosh Ha'ayin, Israel

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PROXY STATEMENT

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2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished to the holders of Ordinary Shares, NIS 0.01 nominal value (the "Ordinary Shares" or "Shares"), of Ceragon Networks Ltd ("we," "Ceragon" or the "Company") in connection with the solicitation by the Board of Directors of the Company of proxies for use at the Company's 2024 Annual General Meeting of Shareholders (the "Meeting"), or at any postponements or adjournments thereof.

The Meeting will be held on Thursday, May 23, 2024, at 4:00 PM (Israel time), at the offices of the Company, 3 Uri Ariav St., Bldg. A, 7^th floor, Rosh Ha'ayin, Israel.

PURPOSE OF THE ANNUAL GENERAL MEETING

It is proposed that at the Meeting, resolutions be adopted as follows:

Additionally, at the Meeting, shareholders will be provided with the opportunity to receive and consider the auditor's report and the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023. This item will not involve a vote of the shareholders.

We intend to hold the Meeting in person and all shareholders are cordially invited to attend the Meeting in person. However, we may decide to hold the Meeting virtually on the above date and time instead of in person, in which case an announcement of such change will be furnished with the Securities and Exchange Commission (the "SEC") on a Report on Form 6-K as promptly as practicable.

RECORD DATE AND VOTING RIGHTS

Only holders of record of Ordinary Shares at the close of business on Tuesday, April 23, 2024, the record date for determining those shareholders eligible to vote at the Meeting, will be entitled to notice of and to vote at the Meeting (including any adjournments or postponements thereof) (the "Record Date"). Each Ordinary Share issued and outstanding as of the close of market on the Record Date, is entitled to one vote on each of the Proposals to be presented at the Meeting.

QUORUM

Under our current Articles, two or more shareholders, present in person or by proxy, entitled to vote and holding together Ordinary Shares conferring in the aggregate twenty-five percent (25%) or more of the voting power of the Company, shall constitute a quorum at the Meeting. If within an hour from the time appointed for the Meeting a quorum is not present, the Meeting will be rescheduled for the following week and accordingly, will stand adjourned until Thursday, May 30, 2024, at the same time and place. At such adjourned Meeting, any two (2) shareholders present in person or by proxy, shall constitute a quorum.

SHARES OUTSTANDING

As of April 16, 2024, we had 85,640,591 Ordinary Shares issued and outstanding (this amount does not include 3,481,523 ordinary shares held by the Company as treasury shares). Equinti Trust Company, LLC is the transfer agent and registrar for the Ordinary Shares.

PROXY PROCEDURE

A form of proxy for use at the Meeting and a return envelope for the proxy are also enclosed.

If specification is made by a shareholder on the form of proxy, the Shares represented thereby will be voted in accordance with such specification. If any other matters are presented at the Meeting, the persons named in the attached form of proxy shall vote all shares represented by all executed proxies in their best judgment. If no direction is indicated with respect to one or more of the resolutions on the proxy, the proxy will be voted "FOR" each such resolution. On all matters considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote "FOR" nor "AGAINST" the matter, but they will be counted in determining if a quorum is present. Broker non-votes are votes that brokers holding shares of record for their clients are, pursuant to applicable stock exchange or other rules, precluded from casting in respect of certain non-routine proposals because such brokers have not received specific instructions from their clients as to the manner in which such shares should be voted on those proposals.

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Shareholders may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by: (i) filing with the Company a written notice of revocation or duly executed proxy bearing a later date (but not less than twenty-four (24) hours prior to the time fixed for the Meeting); or (ii) voting in person at the Meeting. However, if a shareholder attends the Meeting and does not elect to vote in person, his or her proxy will not be revoked. If a proxy is properly executed and received not less than twenty-four (24) hours prior to the time fixed for the Meeting, Ordinary Shares represented by such proxy will be voted in the manner described above. If you hold your shares in "street name" and do not provide your broker with voting instructions for the Meeting, your broker will not be permitted to vote your shares on non-routine proposals, resulting in a "broker non-vote." Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares.

Proxies for use at the Meeting are being solicited by the Board of Directors chiefly by mail; however, certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation for such solicitation, may solicit proxies by telephone, electronic mail or other personal contact. We may also retain an independent contractor to assist in the solicitation of proxies. If retained for such services, we will pay the related costs. The Company will bear the cost for the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to, and obtaining authority to execute proxies from, beneficial owners of Shares.

Pursuant to the Companies Law as supplemented by the Foreign Listed Regulations, any shareholder or shareholders of the Company holding at least one percent (1%) or five percent (5%), of the voting rights of the Company, as required by the Companies Law as supplemented by Regulation 7A. of the Foreign Listed Regulations (the "Proposing Shareholder(s)") may request that the Board of Directors include a matter on the agenda of a General Meeting to be held in the future, provided that the Board of Directors determines that the matter is appropriate to be considered at a General Meeting (a "Proposal Request"). In order for the Board of Directors to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable law, and the Proposal Request must comply with the requirements of the Articles and any applicable law and stock exchange rules and regulations. The Proposal Request must be in writing, signed by the Proposing Shareholder(s) making such request, delivered, either in person or by registered mail, postage prepaid, to the Company's offices at 3 Uri Ariav st., PO Box 112, Rosh Ha'Ayin, Israel, 4810002 c/o General Counsel. To be considered timely, a Proposal Request must be received by Thursday, April 25, 2024.

In addition to any information required in accordance with applicable law, a Proposal Request must include the following: (i) the name, address, telephone number, fax number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such shares by the Proposing Shareholder(s) as of the date of the Proposal Request; (iii) the matter requested to be included on the agenda of a Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the Meeting, and a representation that the Proposing Shareholder(s) intend to appear in person or by proxy at the meeting; (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other person(s) (naming such person or persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous Thirty-Six (36) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable law and stock exchange rules and regulations to be provided to the Company in connection with such matter, if any, has been provided to the Company. Furthermore, the Board of Directors, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a Meeting, as the Board of Directors may reasonably require.

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For the purposes hereof, a "Derivative Transaction" means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit from security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

Should changes be made to any item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the publication of a press release, a copy of which will be furnished with the SEC on a Report on Form 6-K.

SHAREHOLDER ENGAGEMENT

We maintain an open and collaborative dialogue with our shareholders. Our relationship with our shareholders, is a vital part of our success, and our executive leadership team believes that active engagement with our investors is an important source of strategic insight. Direct and open shareholder engagement drives increased corporate accountability, improves decision making, and ultimately creates long-term value.

During 2023, we expanded our investor relations activities proactively conducting shareholder outreach which included reaching out to major shareholders, including in person meetings, one-on-one calls or video conferences In addition to these conversations, we maintain ongoing dialogue with many of our investors through our investor relations program and have increased our effort to engage with stewardship and governance contacts throughout the year.

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BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL

SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information, as of April 16, 2024, regarding: (i) all persons or entities known to the Company to beneficially own more than 5% of the Company's Ordinary Shares; (ii) each "office holder"¹, as such term is defined in the Companies Law, of the Company (the "Office Holders") known to the Company to beneficially own more than 1% of the Company's Ordinary Shares; and (iii) all Office Holders as a group.

The information contained herein has been obtained from the Company's records or from information furnished by the individual or entity to the Company or disclosed in public filings with the SEC. Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the Ordinary Shares listed below have sole investment and voting power with respect to such Ordinary Shares.

The shareholders listed below do not have any different voting rights from any of our other shareholders.

The SEC defines "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. The "Number of Ordinary Shares Beneficially Owned" in the table below includes Ordinary Shares that may be acquired upon the (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to exercise of options or other rights (as set forth above) that are either currently exercisable or will become exercisable within sixty (60) days as of April 16, 2024. The Ordinary Shares that may be issued under these options are deemed to be outstanding for the purpose of determining the percentage owned by the person or group holding the options but are not deemed to be outstanding for the purpose of determining the percentage of ownership of any other person or group shown in the table.

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For information relating to the compensation of our five most highly compensated Office Holders with respect to the year ended December 31, 2023, please see "Item 6. Directors, Senior Management and Employees - B. Compensation - b) Individual Compensation of Office Holders" in our Annual Report for 2023, which was filed on Form 20-F with the SEC on March 21, 2024.

Results of the Annual Meeting

The preliminary voting results will be announced at the Meeting. The final voting results will be tallied by the Company's General Counsel based on the information provided by the Company's transfer agent or otherwise and will be published on a Form 6-K that we will file with the SEC after the Meeting.

Proxy Materials

Copies of the proxy card, the notice of the Meeting and this Proxy Statement are available at www.ceragon.com/investors. Information about the Meeting can also be found on the "Investor Relations" section of our website. The contents of our and any other website are not incorporated by reference into this Proxy Statement.

Assistance in Voting your Shares

If you have questions about how to vote your shares, you may contact Hadar Vismunski Weinberg, Chief Legal Officer at +972-54-888-5186.

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PROPOSAL 1

ELECTION OF DIRECTORS

Background

Our Articles provide that the number of directors to serve on our Board shall be no less than five (5) and no more than nine (9) directors, unless otherwise resolved by our shareholders. Our directors are generally elected at the annual general meeting of shareholders for a term ending on the date of the third annual general meeting following the general meeting at which they were elected, unless earlier terminated in the event of such director's death, resignation, bankruptcy, incapacity or removal.

The Company is constantly pursuing enhancement of its corporate governance practices, which include, among other things, a continued Board refreshment, as further described below.

At the 2021 annual general meeting of the Company's shareholders, held on July 19, 2021 (the "2021 AGM"), our shareholders approved the election of seven (7) directors to serve as members of the Board for a term of approximately three (3) years, ending on the date of this Meeting. With the voluntary termination of service by Ms. Yael Langer, prior to the 2022 annual general meeting of the Company's shareholders, held on October 3, 2022 (the "2022 AGM"), our shareholders approved the election of Ms. Efrat Makov to serve as director, in order to fill the vacancy created by the resignation of Ms. Langer, for a term of approximately two (2) years, ending on the date of this Meeting.

On May 19, 2023, Mr. Zohar Zisapel, our previous Chairman of the Board, passed away. At the 2023 annual general meeting of the Company's shareholders, held on September 6, 2023 (the "2023 AGM"), our shareholders approved the election of Ms. Yael Shaham, to serve as director, in order to fill the vacancy created by the death of Mr. Zohar Zisapel, for a term of approximately one (1) year, ending on the date of this Meeting.

Prior to this Meeting, Mr. Palti has informed the Board on his voluntary termination of service, effective as of the date of this Meeting.

In accordance with Section 39(d) to our Articles, all directors shall be appointed together on the same annual general meeting, subject to any earlier termination of service, which shall be filled with an appointment of a substitute director for the remainder of such three-year term.

According to the Companies Law, a person who does not possess the skills required and the ability to devote the appropriate time to the performance of the office of director in a company, taking into consideration, among other things, the special requirements and size of that company, shall neither be appointed as a director nor serve as a director in a public company. A public company shall not convene a general meeting the agenda of which includes the appointment of a director, and a director shall not be appointed, unless the candidate has submitted a declaration that he or she possesses the skills required and the ability to devote the appropriate time required for the performance of his or her duties as a director in the company (a "Director Declaration").

Further, a director who ceases to possess any qualification required under the Companies Law for holding the office of director or who becomes subject to any ground for termination of his/her office must inform the company immediately and his/her office shall terminate upon such notice.

General

Re-Election and Election of Directors

Following the recommendation of such nominees to the Board by the Company's Nomination Committee, in accordance with the rules of the Nasdaq Global Select Market (the "Nasdaq Rules"), it is proposed that each of Mr. Ilan Rosen, Ms. Efrat Makov, Ms. Yael Shaham, Mr. Shlomo Liran, Mr. Rami Hadar and Mr. David Ripstein be re-elected, and that Mr. Robert Wadsworth be elected, to serve as our directors. If re-elected or elected (as the case may be), each of the above-mentioned nominees will serve for a term of approximately three (3) years, ending on the date of the annual general meeting that will be held in 2027.

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The Company has received a Director Declaration from each of the nominees for service as directors. The Company is not aware of any reason why Mr. Ilan Rosen, Ms. Efrat Makov, Ms. Yael Shaham, Mr. Shlomo Liran, Mr. Rami Hadar, Mr. David Ripstein and Mr. Robert Wadsworth, if re-elected or elected (as the case may be), should be unable to serve as directors.

Further, shareholders should note that each of the nominees proposed for re-election has maintained a high level of participation in our Board and committees meetings, as applicable, throughout his or her previous term of service. The Company does not have any understanding or agreement with respect to the future election of any of the proposed nominees.

As for the new nominee to our Board, Mr. Robert Wadsworth the Company believes that he possess vast experience in private equity, corporate financing, and merger and acquisitions activities.

Directors' Independency

Under the Nasdaq Rules, the majority of our directors are required to be independent. The independence criteria under the Nasdaq Rules excludes, among others, any person who is: (i) a current or former (at any time during the past three years) employee of the Company or its affiliates; or (ii) a person who has accepted or who has an immediate family who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months (at any time during the past three years) other than compensation for board or board committee service. In addition, under the Companies Law, an "independent director" is either an external director or a director appointed or classified as such who meets the same non-affiliation criteria as an external director, as determined by the company's audit committee, and who has not served as a director of the company for more than nine consecutive years. For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director's service. However, as our shares are listed on the Nasdaq Global Select Market, we may also, in accordance with the Foreign Listed Regulations, classify directors who qualify as independent directors under the relevant non-Israeli rules, as "independent directors" under the Companies Law. Our Board has determined that each of Mr. Ilan Rosen, Ms. Efrat Makov, Ms. Yael Shaham, Mr. Shlomo Liran, Mr. Rami Hadar, Mr. David Ripstein and Mr. Robert Wadsworth, qualifies for service as an "independent director", as defined by the Nasdaq Rules, and our Audit Committee determined that each therefore also qualifies as an "independent director" under the Companies Law, pursuant to the relief provided in the Foreign Listed Regulations In addition, the Foreign Listed Regulations provide that "independent directors" may be elected for additional terms that do not exceed three years each, beyond the nine consecutive years, permitted under the Companies Law, provided that, if the director is being re-elected for an additional term or terms beyond the nine consecutive years (i) the audit committee and board of directors must determine that, in light of the director's expertise and special contribution to the board of directors and its committees, the re-election for an additional term is to the company's benefit; (ii) the director must be re-elected by the required majority of shareholders and subject to the terms specified in the Companies Law. Since Mr. Shlomo Liran is proposed to be elected for a fourth period of a three-year service, our Board and Audit Committee determined that, in light of his expertise and special contribution to the Board and its committees, his re-election for an additional term is to the Company's benefit.

The following is a brief biography of each of the proposed nominees:

Ilan Rosen has served as our director since July 2021 and as the Chairman of our Board of Directors since July 23, 2023. Mr. Rosen currently serves as Managing Director of HarbourVest Partners LLC, a global private equity firm with more than 700 employees, that manages about $75 billion worth of investments in various private equity strategies around the globe. Mr. Rosen additionally has served as a board member of the "Nazareth District Water and Sewage municipal authority LTD" since 2019. From 1997-2012 Mr. Rosen served as Chairman of the Board of Tdsoft LTD which later merged into VocalTec. In the years 1996-2003 Mr. Rosen served as VP of Investments at Teledata Communications, where he was an active Chairman of various Teledata subsidiaries. From 1993-1996 he served as the Chief Executive Officer of Adsha Development Ltd. From 1989-1993 Mr. Rosen worked as a Senior Investment Manager at the Bank Hapoalim Investment Company. In the years 1985-1989 he worked as an economic consultant at A. Twerski Economic Consulting. Mr. Rosen holds a B.Sc. (cum laude) in Mechanical Engineering from Tel Aviv University in 1979 and an MBA from Tel Aviv University in 1986.

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Shlomo Liran has served as our director since August 2015, after gaining experience in senior management positions, including in the telecommunication industry. In October 2016 Mr. Liran was appointed as the Chief Executive Officer of Spuntech Industries Ltd. From July 2014 until January 2015, Mr. Liran served as the Chief Executive Officer of Hadera Paper Ltd. From 2010 to 2013, Mr. Liran served as the Chief Executive Officer of Avgol Nonwovens Ltd. During the years 2008 and 2009 Mr. Liran served as the Chief Executive Officer of Ericsson Israel Ltd., and from 2004 to 2007 he served as Chief Executive Officer of TRE (Scandinavian cellular network) in Sweden and in Denmark. From 2000 to 2003, he served as Chief Executive Officer of YES Satellite Multi-Channel TV. Prior to that, Mr. Liran spent thirteen years in Strauss as CEO (1995-2000), General Manager of the Dairy Division (1991-1995) and VP Operations (1987-1991). Mr. Liran holds a B.Sc. in Industrial Engineering from the Technion, an M. Eng. System Analysis from University of Toronto, Canada and an AMP-ISMP advanced management program from the Harvard Business School.

Efrat Makov has served as our director since October 2022. Ms. Makov has extensive telecom and public company director experience. Ms. Makov is currently serving as a director of Allot ltd., iSPAC 1 Ltd. and B Communications Ltd. Ms. Makov previously served as a director of BioLight Life Sciences Ltd., Kamada Ltd. and Anchiano Therapeutics Ltd. Previously, she served as the Chief Financial Officer of Alvarion, an Israeli-based global provider of autonomous wi-fi networks, and as the Chief Financial Officer of Aladdin Knowledge Systems. Formerly, she served as Vice President of Finance at Check Point Software Technologies. Between 1993 and 2000 Ms. Makov worked in public accounting for Arthur Andersen LLP in its New York, London and Tel Aviv offices. Ms. Makov holds a B.A. degree in accounting and economics from Tel Aviv University and is a Certified Public Accountant in Israel and the United States.

Rami Hadar has served as our director since July 2021. Mr. Hadar serves as a Managing Partner in Claridge Israel, as well as serves on the board of its portfolio companies: AlgoSec, Gigaspaces, Cloudify, Shopic and D-Fend. In the years 2006 to 2014, Mr. Hadar served as Chief Executive Officer and board member of Allot Communications. Early in his career Mr. Hadar co-founded and served as the Chief Executive Officer of CTP Systems (micro cellular networks) until its acquisition by DSP Communications. Mr. Hadar continued with DSPC's executive management team for two years, and subsequently the company was acquired by Intel. Thereafter, Mr. Hadar co-founded Ensemble Communications, a pioneer in the broadband wireless space and the WiMax standard, where he served as Executive Vice President, Sales and Marketing. Following that, Mr. Hadar served as Chief Executive Officer of Native Networks where he was instrumental in orchestrating the company's ultimate acquisition by Alcatel. Mr. Hadar holds a B.Sc. in Electrical Engineering from the Technion.

David Ripstein has served as our director since July 2021. Mr. Ripstein has three decades of experience in senior management positions in Israel's telecommunications industry and Israel Defense Force technology and intelligence units. From June 2022 to January 2023 Mr. Ripstein served as the Chief Executive Officer of SatixFy Ltd. From 2017 to 2022, Mr. Ripstein served as the President and Chief Executive Officer of GreenRoad Technologies Ltd., a global leader in fleet safety telematics. In 2016 Mr. Ripstein served the Chief Executive Officer of Spotoption Technologies a fintech software provider. From 2000-2015, Mr. Ripstein served in various positions in RADCOM, a Nasdaq-traded (RDCM) provider of service assurance solutions, first for six years as a General Manger and then for nine years as its President & Chief Executive Officer. Prior to RADCOM, Mr. Ripstein co-founded two technology startups and served for 10 years as the head of a large R&D engineering group within the Israel Defense Forces-Intelligence Unit. Mr. Ripstein holds a B.Sc. in Electrical Engineering from the Technion.

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Board Recommendation

The Board of Directors recommends a vote "FOR" approval of the proposed resolutions.

As each of the nominees for re-election has a personal interest in the foregoing proposed resolutions regarding his or her respective re-election, each of them refrained from making a recommendation with respect to his or her own re-election.

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PROPOSAL 2

Background

According to the Companies Law, compensation paid to our directors require, in general, the approval of our Compensation Committee, Board of Directors and shareholders, in that order.

The above-mentioned cash remuneration is in line with our Compensation Policy, which was last amended at the 2023 AGM (the "Compensation Policy"), according to which each of the Company's directors is entitled to receive cash fees that include annual and participation fees.

In addition, if elected or re-elected, as applicable, our directors would be covered by any D&O liability insurance in effect as of the date of their election and thereafter purchased by the Company from time to time in accordance with the provision of the Compensation Policy. Also, if elected, they would be granted by the Company with exemption and indemnification letters consistent with those previously provided to the directors of the Company.

General

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To Mr. Rosen, Chairman of the Board of Directors, an increased amount of NIS 238,000 (approximately $63,129 based on the Exchange Rate; indexed to Consumer Price Index in accordance with the Remuneration Regulations) as annual fee (the "Chairman Annual Fee"), due to his ongoing involvement with the Company, as the Chairman of the Board of Directors, as determined by our compensation Committee and Board. Mr. Rosen's participation fees will not be changed and remain equal to those of the other members of the Board of Directors. The Chairman Annual Fee is in excess of the annual cash fee amount listed under the Remuneration Regulations, as supplemented by the Foreign Listed Regulations, and it exceeds the annual fee amount referred to in our Compensation Policy.

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Mr. Robert Wadsworth, our new nominee independent director, will be paid an in-person participation fee also for in-person Board meetings in which he participates by electronic means, as determined by our compensation Committee and Board, since he is the only director residing outside of Israel ("Mr. Wadsworth's Participation Fee"). Mr. Wadsworth's Participation Fee exceeds the participation fees referred to in our Compensation Policy, with respect to the fees that will be paid to him for participation by electronic means.

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To each of Ms. Efrat Makov, Ms. Yael Shaham, Mr. Shlomo Liran, Mr. Rami Hadar, Mr. David Ripstein, and Mr. Robert Wadsworth, non-executive directors of the Company, an annual grant of equity, on the date of this Meeting of shareholders of the Company and subject to his or her election or continuous service, be granted with annual equity awards based on the mechanism and under the terms detailed below, without the need for further approval, to be granted at the date of this Meeting, and upon the first and second anniversaries of this Meeting (i.e., on May 23, 2025, and May 23, 2026) (each, a "Grant Date"), subject to his or her continuous service as our director.

Mechanism and Terms

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To Mr. Rosen, our Chairman of the Board, an annual grant of equity in equal terms to the above Annual Award, provided however that the Annual Equity Value of Mr. Rosen's Annual Award shall be $112,500 (the "Chairman Annual Award", and together with the Annual Award, the "Directors Equity Grant"). All other terms and conditions of the Annual Award shall apply to the Chairman Annual Award, mutatis mutandis. The Compensation Committee and Board are of the opinion that, it would be appropriate to compensate Mr. Rosen with the grant of an increased equity grant in comparison to the equity consideration granted to the other non-executive members of the Board, taking into account, among others, the considerable amount of time required from him in order to fulfill his Board activities as a Chairman and his contribution to the Company's success. The grant of the Chairman Annual Award is in line with the Compensation Policy, according to which, the Chairman of the Board of Directors of the Company is entitled to receive an annual equity-based compensation of up to 3 times the annual equity-based compensation of the other directors (see below).

The proposed value of the Directors Equity Grant detailed above was examined and evaluated by our Compensation Committee and Board in accordance with a peer group study; the peer group study is a compensation and benefit examination, included peer companies selected to provide an appropriate comparative model, based on appropriate similarities taking into account a number of factors, including: market capitalization, type of industry, location of listing of securities, level of revenues, number of employees, geographical considerations and other factors that are considered relevant for comparison. Following due consideration of the type and value of the Directors Equity Grant, as well as the full compensation packages, granted to directors serving in companies included in the study, our Compensation Committee and Board have determined that the value of the total compensation paid to our directors, including the value of the proposed equity awards, is below the median range of total director compensation provided by our peer companies.

When considering the proposed Directors Equity Grant, our Compensation Committee and Board analyzed all factors and considerations required under our Compensation Policy and the Companies Law, including, inter alia, the responsibilities and duties of our directors, the estimation of their expected contribution and the importance of our directors to the future growth and success of the Company. Our Compensation Committee and Board of Directors believe that the Directors Equity Grant detailed above is in the best interests of the Company, as: (i) the Company competes on qualified individuals to serve on its Board, and therefore needs to provide them with an adequate compensation package, which is aligned with the common practice implemented by our peers; (ii) the Directors Equity Grant detailed above aligns the interests of our directors with those of our shareholders; (iii) the Directors Equity Grant detailed above will provide, together with the cash compensation and existing equity consideration (as applicable), an adequate recognition for the time, attention and expertise required by our directors; and (iv) the Directors Equity Grant detailed above has a long term incentive value, while taking into account the interests of the Company's shareholders and their dilution level. In this respect, our Compensation Committee and Board remain committed to maintaining low levels of dilution, below the 10% threshold, with respect to any proposed and/or outstanding equity-based compensation plans (currently at approximately 8.52%).

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Required Vote

An affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, is required for the approval of the Directors Equity Grant detailed above.

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, is required for the approval of the Chairman Annual Fee and Mr. Wadsworth's Participation Fee; provided that a Disinterested Majority of the shares voted in favor of this proposal.

The Companies Law, as supplemented by the Foreign Listed Regulations, requires that each shareholder voting on a proposed resolution requiring a Disinterested Majority inform the Company whether or not he or she is a controlling shareholder or has a personal interest in the proposed resolutions. Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if that person has the power to direct the activities of the company, otherwise than by reason of being a director or other office holder of the company, and a person is deemed to have a personal interest if any member of the shareholder's immediate family, or the immediate family of a shareholder's spouse, has a personal interest in the adoption of the proposals. In addition, you are deemed to have a personal interest if a company, other than Ceragon, which is affiliated with you, has a personal interest in the adoption of the proposals. Such company is a company in which you or a member of your immediate family serves as a director or CEO, has the right to appoint a director or the CEO, or owns five percent (5%) or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption of the proposals if your interest in such proposal arises solely from your ownership of our shares, or to a matter that is not related to a relationship with a controlling shareholder.

Please note that we consider it highly unlikely that any of our shareholders is a controlling shareholder or has a personal interest in this proposal. However, as required under the Companies law, as supplemented by the Foreign Listed Regulations, you should actively inform Ceragon whether you are a controlling shareholder or have a personal interest in this proposal.

It is proposed that at the Meeting the following resolutions be adopted:

"RESOLVED, to approve the payment of the Chairman Annual Fee to Mr. Ilan Rosen, our Chairman of the Board."

"FURTHER RESOLVED, to approve payment of Mr. Wadsworth's Participation Fee to Mr. Robert Wadsworth, our newly appointed non-executive director."

"FURTHER RESOLVED, to approve the grant of the Chairman Equity Grant to the Company's non-executive directors, in the amounts and upon terms as described in this Proposal 2 of the Proxy Statement."

Board Recommendation

The Board of Directors recommends a vote "FOR" approval of the proposed resolutions.

As all members of the Board of Directors have a personal interest in the foregoing proposed resolution concerning the Directors Equity Grant, they each refrained from making a recommendation with respect to the applicable resolution relevant to them. Mr. Rosen has a personal interest in the foregoing proposed resolution concerning the Chairman Annual Fee, he refrained from making a recommendation with respect to the applicable resolution.

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PROPOSAL 3

APPROVAL OF CERTAIN COMPENSATION TERMS FOR THE COMPANY'S CHIEF

EXECUTIVE OFFICER

Background

Following the approval of our Compensation Committee and Board of Directors, we now seek our shareholders' approval for Mr. Arazi's revised compensation terms, for his services as our CEO, all as detailed below.

Proposed Compensation Terms

Annual Base Salary

The Base Salary of Mr. Arazi was last approved by our shareholders at the 2021 AGM. Mr. Arazi will be entitled to a revised gross annual base salary of NIS 1,242,000 (approximately $329,443, based on the Exchange Rate) (the "CEO Revised Based Salary"), plus customary fringe benefits which include, among others, managers' insurance, education fund, long-term disability and life insurance.

2024 Cash Bonus Plan

•

According to the CEO Cash Bonus Plan the "On-Target" bonus amount for the year 2024 it will be equal to ten (10) months' base salary (the "On-Target Bonus").

General Terms

Our Compensation Committee and Board of Directors have set a minimum threshold score with respect to each of the Financial Measurable Targets, so that below a certain level of achievement, payment will not be made with respect to such Measurable Target, as well as a general plan threshold which is based on the achievement of a pre-determined measurable financial criteria, under which no annual cash bonus shall be paid to our CEO.

Further, our Compensation Committee and Board of Directors have resolved that the maximum annual bonus payment to our CEO will be capped at 200% of his On Target Bonus (the "Maximum Payment Cap"), which cap is in compliance with the Compensation Policy. Reaching the Maximum Payment Cap, in the opinion of the Compensation Committee and Board of Directors, is an extremely challenging task.

Subject to receipt of shareholders' approval of the above annual cash bonus for 2024 for Mr. Arazi (including the related objectives, weights and terms thereof), the Compensation Committee and the Board of Directors will determine, following their approval of the 2024 Company's audited financial statements, and without the need for further shareholder approval, the actual bonus to be paid with respect to 2024 to Mr. Arazi, if any.

2024 Equity Grant

The 2024 annual CEO equity grant is comprised of (a) options to purchase 133,333 Ordinary Shares with a 10% premium above the fair market value exercise price (the "Options"), the value of which is estimated, as of the date of this Proxy Statement, and calculated based on the average closing price of the Company's Ordinary Shares on the Nasdaq for the period equal to thirty (30) consecutive trading days prior to the filing date of this Proxy Statement, at approximately $205,155; and (b) 66,667 restricted share units (the "RSUs" and together with the Options the "Annual CEO Equity Grant"), the value of which is estimated, as of the date of this Proxy Statement, at approximately $205,155.

The ratio between the Options and the RSUs is 50%/50% in value.

The above values may vary until the date of the Meeting, as the proposed Annual CEO Equity Grant, which is calculated, among other things, based on the average closing price of the Company's Ordinary Shares on the Nasdaq for the period equal to thirty (30) consecutive trading days prior to the date of this Proxy Statement. Taking into consideration the Annual CEO Equity Grant, the Company maintains a dilution level which is below the 10% dilution threshold.

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Acceleration

The vesting of the Annual CEO Equity Grant will be subject to acceleration according to the following double trigger mechanism: in the event that by the date of the consummation of a Transaction (as defined in the Option Plan): (i) Mr. Arazi's employment with the Company (or the surviving entity following a merger) is terminated not for (i) Cause (as defined in the Option Plan); or (ii) there is a change in Mr. Arazi's position in the Company (or the surviving entity following merger) and Mr. Arazi is not offered to continue to be employed by the surviving entity in a senior position, equivalent to the position of the Company's CEO prior to the Transaction, the vesting of all of the unvested equity awards included in the Annual CEO Equity Grant, as of such date, shall accelerate upon the consummation of the Transaction. Mr. Arazi shall undertake that in the event that he will sell any of the Annual CEO Equity Grant, the vesting of which accelerated as a result of this double trigger mechanism, he will remain employed by the Company (or the surviving entity following merger) for a six-month period following the consummation of the Corporate Transaction (subject to the Company's or the surviving entity's request) and the consideration received for such sale shall be held in escrow until the earlier of (i) the termination of Mr. Arazi's employment, or (ii) the lapse of a six-month period following the consummation of the Transaction.

Additional Considerations Taken by the Compensation Committee and the Board of Directors when approving the abovementioned compensation terms proposed to be paid and/or granted to our CEO, Mr. Arazi

When considering the compensation terms detailed above proposed to be paid and/or granted to Mr. Arazi, the Compensation Committee and Board of Directors analyzed all factors and considerations required under the Compensation Policy and the Companies Law, including, inter alia: (i) the responsibilities and duties of Mr. Arazi, considering the size of the Company and the scope, complexity and nature of its operations; (ii) Mr. Arazi's education, qualifications, expertise and extensive experience in the telecommunications industry in general, and his performance in his various roles in the past; (iii) the information included in the benchmark study presented to the Board of Directors, according to which the proposed compensation terms for Mr. Arazi are well below the average and median compensation terms of the chief executive officers of the Company's Israeli peers, which is by itself lower than the average and median chief executive officers' compensation terms among peer companies in the U.S; (iv) market compensation trends; (v) the appropriate balance between the fixed components and the variable components comprising the proposed compensation, and the fact that the variable components are limited to maximums that are consistent with the requirement for a close link between payments to Mr. Arazi and the Company's performance and increase of its profits, while protecting the interests of the Company and its shareholders; and (vi) examination of data regarding the ratio between the proposed compensation and the wages of the rest of the Company's employees and, particularly, the ratio to the average wage and the median wage of such employees and the impact of the gaps between them on the labor relations in the Company, and determination that the said ratio is reasonable and will not adversely affect labor relations in the Company.

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Considering the set of parameters and considerations, as well as the arguments specified above, our Compensation Committee and Board of Directors determined that the proposed compensation terms for our Chief Executive Officer, Mr. Doron Arazi, are fair, reasonable and customary.

Required Vote

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, is required for the approval of the above compensation terms for Mr. Doron Arazi, the Company's CEO; provided that a Disinterested Majority of the shares voted in favor of this proposal.

The Companies Law, as supplemented by the Foreign Listed Regulations, requires that each shareholder voting on a proposed resolution requiring a Disinterested Majority inform the Company whether or not he or she is a controlling shareholder or has a personal interest in the proposed resolutions. Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if that person has the power to direct the activities of the company, otherwise than by reason of being a director or other office holder of the company, and a person is deemed to have a personal interest if any member of the shareholder's immediate family, or the immediate family of a shareholder's spouse, has a personal interest in the adoption of the proposals. In addition, you are deemed to have a personal interest if a company, other than Ceragon, which is affiliated with you, has a personal interest in the adoption of the proposals. Such company is a company in which you or a member of your immediate family serves as a director or CEO, has the right to appoint a director or the CEO, or owns five percent (5%) or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption of the proposals if your interest in such proposal arises solely from your ownership of our shares, or to a matter that is not related to a relationship with a controlling shareholder.

Please note that we consider it highly unlikely that any of our shareholders is a controlling shareholder or has a personal interest in this proposal. However, as required under the Companies law, as supplemented by the Foreign Listed Regulations, you should actively inform Ceragon whether you are a controlling shareholder or have a personal interest in this proposal.

As set forth in the Companies Law, if our shareholders oppose the approval of the compensation package for Mr. Arazi, the Compensation Committee and Board of Directors may nevertheless approve such terms, in "special cases", after having held another discussion regarding such terms, on the basis of detailed reasoning that considered the rationale behind the shareholders' opposition and after determining that such approval is in the best interests of the Company.

Proposed Resolution

It is proposed that at the Meeting the following resolutions be adopted:

"RESOLVED, to approve the CEO Revised Based Salary, the CEO Cash Bonus Plan and the Annual CEO Equity Grant, all upon the terms described in this Proposal 3 of the Proxy Statement."

Board Recommendation

The Board of Directors recommends a vote "FOR" approval of the proposed resolutions.

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PROPOSAL 4

APPROVAL OF AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION

Background

Under the Companies Law, any amendment to a public company's articles of association requires approval by the company's shareholders. Under the Company's existing Articles of Association (the "CurrentArticles"), a resolution adopted in a General Meeting by a simple majority of the voting power represented at the meeting in person or by proxy and voting thereon is required to approve any amendment to the Current Articles.

The Current Articles were last amended in the 2016 annual general meeting of the Company's shareholders, held on September 20, 2016 (the "2016 AGM"). As part of our ongoing commitment to maintain corporate governance best practices, and adhere to changing market practices and regulatory environment, as well as gained experience with our Current Articles, we propose to amend selected articles within our Current Articles. These modifications aim to benchmark our corporate framework against market standards, enhance procedural efficiency established under our Current Articles, and address miscellaneous administrative updates for the purposes of corporate "housekeeping", such as the correction of outdated references, clarification of ambiguous language, and the incorporation of various administrative updates that will improve the cogency and functionality of our Articles of Association, reflecting the ways in which our Company and market practice have evolved.

General

The proposed main amendments to the Current Articles are described below and are marked in the revised version of the Current Articles attached to this Proxy Statement as Exhibit A (the "Amended Articles").

Share Capital: Under the Current Articles, our registered share capital is One Million Two Hundred Thousand New Israeli Shekels (NIS 1,200,000) divided into One Hundred and Twenty Million (120,000,000) Ordinary Shares of a nominal value of One Agora (NIS 0.01) each. As our issued share capital as of April 16, 2024, is 85,640,591 (this amount does not include 3,481,523 ordinary shares held by the Company as treasury shares), constituting 71.37% of the registered share capital, we seek to increase our share capital by One Million Two Hundred Thousand New Israeli Shekels (NIS 1,200,000). Following the proposed amendment, our registered share capital will consist of Two Million Four Hundred Thousand New Israeli Shekels (NIS 2,400,000) divided into Two Hundred and Forty Million (240,000,000) Ordinary Shares of a nominal value of One Agora (NIS 0.01) each (the "Share Capital Increase"). Our issued share capital as of April 16, 2024, constitutes 35.68% of the proposed increased registered share capital.

Among other things, such Share Capital Increase will allow the Company to pursue effective capital raising through the potential issuances of additional equity (or securities convertible, exchangeable or exercisable into equity), maintain adequate equity incentives available for its employees, and other issuances of share capital which our Board may find to be advisable.

Record Date for General Meeting: Currently, under Articles 20 of the Current Articles, our Board of Directors may fix (or authorize the officer(s) to fix), in advance a record date which shall not be earlier than ninety (90) days prior to the relevant shareholders' general meeting or other action. We propose removing the specific timeframe under our Current Articles, and refer to the applicable law requirements, as these may change from time to time.

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Notice of General Meeting: Corresponding the above amendment, under the Amended Articles we wish to clarify that the procedures relating to the convening of a shareholders' meeting, including general meeting notice publication timeframe, and the legal entity entitled to demand the convening of a general meeting, or issue an applicable notice or proxy card, will be in line with the Companies Law, as supplemented by the Foreign Listed Regulations. We believe that the establishment of certain Israeli law provisions in our Amended Articles serves our shareholders that will be provided with clearer view of the legal framework governing the Company's corporate procedures.

Shareholder Proposal Procedure: We wish to add Article 25A to our Amended Articles, which will regulate the procedure by which a shareholder is allowed to request the Board to add items to the agenda of a shareholders general meeting, or to demand the convening of a shareholders general meeting (collectively, a "Proposing Shareholder"). In such an event, a Proposing Shareholder will provide, among other things, contact information, share holdings' data, a description of the relevant matter, and describe arrangements and transactions relating to the matter and/or between the Proposing Shareholder and other Proposing Shareholders. Under the Companies Law, a Board of Directors is entitled to request information from a proposing shareholder, to be able to determine whether the proposed item to agenda is suitable to be discussed and voted at the applicable general meeting. This clarification is designed to establish clear guidelines by which the Board may reasonably articulate specific expectations or requirements of shareholders.

Quorum: Section 26.(a) of our Current Articles requires the presence, in person or by proxy, of two or more shareholders holding shares conferring in the aggregate twenty-five percent (25%) of the voting power in our Company for a quorum to be deemed present at a general meeting of our shareholders. The previous quorum, prior to the above reduced quorum approved in the 2016 AGM, was thirty-three-point three percent (33.3%). As we currently experience higher shareholder participation and engagement, we propose to reinstate the quorum requirement to thirty-three-point three percent (33.3%).

Directors Nomination Procedures: In similarity to our Current Articles, under the Amended Articles, our directors are appointed at annual general meetings of our shareholders, for a three-year period. Our Amended Articles will further establish that the removal of Directors from office will be held at any annual general meetings of our shareholders (even before the lapse of the three years term), unlike the current situation, which allows the removal from office also in an extraordinary general meeting during the year. We believe that this amendment well balances between the ability to remove directors and the interest of keeping the company and Board focused during the year on the Company's business. A removal in between annual general meetings, in an extraordinary general meeting of our shareholders, will be available in connection with removal for Cause ("Cause" shall mean the circumstances listed under Sections 226-226A to the Companies Law).

The Amended Articles further add clarity to the procedure of nomination to our Board of Directors, including establishing clear guidelines to the disclosure requirements from director nominees proposed by a Proposing Shareholder (an "Additional Nominee"). We believe that adding clarity to such procedures will allow for an increased visibility for our shareholders and potential director nominees.

It is clarified that in case the Amended Articles are not approved - the Current Articles will remain in full force and effect.

Required Vote

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy, and voting thereon, is required for theapproval of the Amended Articles.

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It is proposed that at the Meeting the following resolution be adopted:

Board Recommendation

The Board of Directors recommends a vote "FOR" approval of the proposed resolution.

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PROPOSAL 5

ADOPTION OF 2024 EQUITY INCENTIVE PLAN

Background

In general, under Rule 5635(c) of the Nasdaq Listing Rules, a Nasdaq-listed company is required to obtain shareholder approval for the adoption of, or material amendment to, an equity compensation plan under which employees, officers and directors may receive equity in the Company. Pursuant to this requirement, we obtained shareholder approval of our 2003 Share Option Plan. However, pursuant to an exception in the Nasdaq Listing Rules for foreign private issuers, we did not seek shareholder approval of the subsequent amendments to the 2003 Share Option Plan that extended the term of that plan. As described below, the Board has adopted a new 2024 Equity Incentive Plan, which is being presented to shareholders for approval in order to qualify such plan to grant "incentive stock options" pursuant to Section 422 of the U.S. Internal Revenue Code of 1986, as amended.

General

Our compensation committee, Board and our management all believe that the effective use of share-based long-term incentive compensation is vital to our continued ability to recruit, hire and retain the individuals required to successfully execute our business plans and achieve strong performance in the future by providing a direct link between compensation and long-term shareholder value creation. Our existing Amended and Restated Share Option and RSU Plan (the "Existing Plan"), was approved by our shareholders in September 2003 as the 2003 Share Option Plan for a term of ten years, was extended for an additional ten-year period by our Board in December 2012, and was further extended by our Board until December 31, 2024. Once the Existing Plan expires, no additional grants may be made under the Existing Plan, but outstanding grants under such plan will continue to be governed by the terms of the Existing Plan. In order to enable our Company to continue to achieve the foregoing goals related to share-based long-term incentive compensation after the expiration of the Existing Plan, our Compensation Committee and our Board have adopted the Company's 2024 Equity Incentive Plan (defined as the "2024 Plan"). We have provided a summary of the material terms of the 2024 Plan below. The summary is provided for convenience only, and does not contain all information about the 2024 Plan. A copy of the complete text of the 2024 Plan is appended to this proxy statement as Exhibit B, and the following description of the 2024 Plan is qualified in its entirety by reference to the full text of the 2024 Plan.

Summary of 2024 Equity Incentive Plan

Under the 2024 Plan, we may grant equity-based incentive awards to attract, motivate and retain the talent for which we compete.

Authorized Shares. Upon its effectiveness, the 2024 Plan will have a total of 500,000 Ordinary Shares reserved and initially available for issuance, including issuance as incentive stock options (within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the "Code")) ("Incentive Stock Options").

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In addition to the foregoing 500,000 Ordinary Shares initially available under the 2024 Plan, up to approximately 7,977,000 Ordinary Shares that underline outstanding awards under the Existing Plan (and which were also previously approved for issuance under the Existing Plan by our Board), may, (i) if the related award expires or is canceled, terminated, forfeited, repurchased or settled in cash in lieu of issuance of shares, for any reason, without having been exercised, or (ii) if permitted by us, if are tendered to pay (x) the exercise price of an award or (y) withholding tax obligations; will, in any such case, become available again for issuance under the 2024 Plan. Similarly, Ordinary Shares from among the initial 500,000 shares reserved under the 2024 Plan that become subject to an award and are ultimately not issued (for any of the foregoing reasons) will become available once again under the 2024 Plan.

Administration. A duly authorized committee of our Board (which, based on prior authorization by our Board, is currently our compensation committee), or, in the absence of any such committee or if required by law for any grant, the Board itself, will administer the 2024 Plan. Under the 2024 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2024 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards and take all actions and make all other determinations necessary for the administration of the 2024 Plan.

Eligibility. The 2024 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Tax Ordinance (the "Ordinance") and Section 3(i) of the Ordinance, and, for awards granted to employees subject to United States income tax, Section 422 of the Code, and for employees or service providers subject to Unites States income tax, including those who are deemed to be residents of the United States for tax purposes, and Section 409A of the Code.

Awards. The 2024 Plan provides for the grant of share options (including Incentive Stock Options), Ordinary Shares, Restricted Shares, Restricted Share Units, performance based awards, and other share-based awards to employees, directors, officers, consultants, advisors and any other persons or entities who provides services to the company or any parent, subsidiary, or affiliate thereof, subject to the terms and conditions of the 2024 Plan. Options granted under the 2024 Plan to our employees who are U.S. residents may qualify as Incentive Stock Options or may be non-qualified stock options , i.e., options that do not qualify as Incentive Stock Options.

Grant and Exercise. All awards granted pursuant to the 2024 Plan will be evidenced by an award agreement in a form approved, from time to time, by the administrator in its sole discretion. Unless otherwise determined by the administrator and stated in the award agreement, awards vest and become exercisable under the following schedule: 25% of the shares covered by the award vest on the first anniversary as of the date of grant, and 6.25% of the shares covered by the award shall vest upon the lapse of each subsequent three-month period thereafter over the course of the subsequent three years; provided that the grantee remains continuously as an employee, a director or a service provider to the Company through each such vesting date. The exercise period of an award will expire six years from the date of grant of the award, unless otherwise determined by the administrator and stated in the award agreement.

Termination of Service. In the event of termination of a grantee's employment or service with the Company or any of its affiliates (including by reason of death or disability), different rules apply as to the length of time during which all vested and exercisable awards held by such grantee as of the date of termination may be exercised after such date of termination.

Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the applicable period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2024 Plan.

Notwithstanding any of the foregoing, if a grantee's employment or services with us or any of our affiliates is terminated for "cause" (as defined in the 2024 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2024 Plan. In the case of termination for cause, any shares issued upon exercise or (if applicable) vesting of awards, shall be subject to a right of repurchase as detailed in the 2024 Plan.

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Adjustments due to Transactions. The 2024 Plan provides for appropriate adjustments to be made to the plan and to outstanding awards under the plan in the event of a share split, reverse share split, share dividend, distribution, recapitalization, combination, reclassification of our shares, consolidation, reorganization, cash dividend or other similar occurrences.

In the event of a sale of all, or substantially all, of our Ordinary Shares or assets, a merger, consolidation amalgamation, reorganization or similar transaction, or certain changes in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that the Board determines to be a relevant transaction, then without the consent of the grantee or prior notice requirement, the administrator may make certain determinations as to the treatment of outstanding awards.

Amendment and Termination. The Board may suspend, terminate, modify or amend the 2024 Plan at any time; provided that no amendment of the 2024 Plan shall impair the rights of the grantee of any award granted, if and to the extent such rights are specifically set forth under the applicable award agreement, without such grantee's consent. Shareholder approval of any amendment to the 2024 Plan will be obtained to the extent necessary to comply with applicable law or the extent that the Board determines that shareholder approval is appropriate and advisable. The administrator at any time and from time to time may modify or amend any award theretofore granted under the 2024 Plan, including any award agreement, to the extent necessary to ensure compliance with Section 424 of the Code and Section 409A of the Code.

Option Repricing. The 2024 Plan generally allows us to reprice options that we grant under the plan subject to Board approval; provided that, as noted in our Compensation Policy, our policy is not to re-price the exercise price of any outstanding security granted to our executives, without prior approval of its shareholders. In addition, the exercise price per share of an existing award may be reduced by the Board by the amount of the dividend per share declared on our Ordinary Shares while the award is outstanding (with respect to grants under the "Capital Gains Route" of Section 102(b)(2) of the Ordinance this is subject to obtaining an appropriate tax ruling). That would enable a grantee to benefit from a dividend that we declare and that all of our shareholders receive.

Required Vote

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy, and voting thereon, is required for theapproval of the 2024 Plan.

It is proposed that at the Meeting the following resolution be adopted:

"RESOLVED, that the 2024 Equity Incentive Plan (a copy of which is attached hereto as Exhibit B), under which up to 500,000 ordinary shares will be reserved for issuance in the form of Incentive Stock Options be, and hereby is, adopted and approved in all respects."

Board Recommendation

The Board of Directors recommends a vote "FOR" approval of the proposed resolution.

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PROPOSAL 6

RE-APPOINTMENT OF INDEPENDENT AUDITOR

Background

The Companies Law and our Articles provide that a certified accountant be appointed as an independent auditor of the Company at the annual general meeting of shareholders of the Company, and that the independent auditor serve in this position until immediately following the date of the next annual general meeting.

General

At the Meeting, the shareholders will be asked to re-appoint Kost Forer Gabbay & Kasierer, A member firm of EY Global ("Kost Forer"), as the Company's independent auditor for the fiscal year ending December 31, 2024 and for the year commencing January 1, 2025 and until immediately following the next annual general meeting of shareholders, and to authorize the Company's Board of Directors, (with power of delegation to its Financial Audit Committee, to set the annual compensation of the independent auditor in accordance with the volume and nature of its services.

Kost Forer has served as the Company's independent auditor since 2002 and has no relationship with the Company or with any affiliate of the Company except as auditor, tax consultant and as a provider of other services that relate to transactional activities. Our Financial Audit Committee and the Board of Directors believe that such limited non-audit functions do not affect the independence of Kost Forer.

For information on the fees paid by the Company and its subsidiaries to the Kost Forer in each of the previous two fiscal years, please see "Item 16C. Principal Accountant Fees and Services" in the Company's Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 21, 2024.

As a result of the combined provisions of the Israeli law, our Articles and the Sarbanes-Oxley Act of 2002, the appointment of the independent auditor requires the approval of the shareholders of the Company, and its compensation requires the approval of our Financial Audit Committee. The Company's Financial Audit Committee and Board of Directors have reviewed and are satisfied with the performance of Kost Forer, and have recommended their re-appointment as the Company's independent auditor for the fiscal year ending December 31, 2024 and for the year commencing January 1, 2025 and until immediately following the next annual general meeting of shareholders. Approval of that appointment is now being sought from the Company's shareholders.

Required Vote

The affirmative vote of holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, is required for the re-appointment of Kost Forer as the Company's independent auditor.

Proposed Resolution

It is proposed that at the Meeting the following resolution be adopted:

"RESOLVED, to re-appoint Kost Forer Gabbay & Kasierer, A member firm of EY Global, as the independent auditor of the Company for the fiscal year ending December 31, 2024, and for the year commencing January 1, 2025 and until immediately following the next annual general meeting of shareholders and to authorize the Board of Directors (with power of delegation to the members of the Financial Audit Committee), to set the annual compensation of the independent auditor in accordance with the volume and nature of its services."

Board Recommendation

The Board of Directors recommends a vote "FOR" approval of the proposed resolution.

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RECEIPT AND CONSIDERATION OF THE AUDITOR'S REPORT AND

THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

At the Meeting, our auditor's report and the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023 will be presented. The Company will hold a discussion with respect thereto, as required by the Companies Law. This item will not involve a vote of the shareholders.

The foregoing auditor's report and the audited consolidated financial statements, as well as our Annual Report on Form 20-F for the year ended December 31, 2023 (filed with the SEC on March 21, 2024), may be viewed on our website - www.ceragon.com/investors/financial-information or through the EDGAR website of the SEC at www.sec.gov. Except as noted above under "Beneficial Ownership of Securities by Principal Shareholders and Management" and under Proposal 6 "Re-Appointment of Independent Auditor", none of the auditor's report, audited consolidated financial statements, Annual Report on Form 20-F or the contents of our website form part of the proxy solicitation material.

By Order of the Board of Directors,

/s/ Ilan Rosen

Ilan Rosen, Chairman of the Board of Directors

April 18, 2024

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