United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
NeoGames S.A.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
L6673X107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. L6673X107
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Schedule 13G
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Page 2 of 9
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1
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Names of Reporting Persons
Barak Matalon |
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Israel |
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole Voting Power
5,109,948
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
5,109,948
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,109,948 |
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
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11
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Percent of Class Represented by Amount in Row 9
20.5% |
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12
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Type of Reporting Person
IN |
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CUSIP No. L6673X107
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Schedule 13G
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Page 3 of 9
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1
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Names of Reporting Persons
Elyahu Azur |
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Israel |
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole Voting Power
3,193,717
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
3,193,717
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,193,717 |
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
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11
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Percent of Class Represented by Amount in Row 9
12.8% |
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12
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Type of Reporting Person
IN |
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CUSIP No. L6673X107
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Schedule 13G
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Page 4 of 9
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1
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Names of Reporting Persons
Pinhas Zahavi |
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Israel |
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole Voting Power
3,193,717
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
3,193,717
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,193,717 |
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
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11
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Percent of Class Represented by Amount in Row 9
12.8% |
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12
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Type of Reporting Person
IN |
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CUSIP No. L6673X107
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Schedule 13G
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Page 5 of 9
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1
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Names of Reporting Persons
Aharon Aran |
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Israel |
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole Voting Power
1,277,486
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
1,277,486
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,277,486 |
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
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11
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Percent of Class Represented by Amount in Row 9
5.1% |
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12
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Type of Reporting Person
IN |
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CUSIP No. L6673X107
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Schedule 13G
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Page 6 of 9
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| ITEM 1. |
(a) | Name of Issuer: |
NeoGames S.A. (the “Issuer”).
| (b) |
Address of Issuer’s Principal Executive Offices:
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10 Habarzel Street, Tel Aviv, 6971014, Israel.
| ITEM 2. |
(a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Barak Matalon;
Elyahu Azur;
Pinhas Zahavi; and
Aharon Aran.
| (b) |
Address or Principal Business Office:
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The principal business address of Mr. Matalon is 10 Habarzel St., Tel Aviv, Israel. The principal business address of Mr. Azur is 6 Hertzel St., Tel-Aviv, Israel. The principal
business address of Mr. Zahavi is 4 Voiotias St., Limassol, Cyprus. The principal business address of Mr. Aran is 32 Tuval St., Ramat Gan, Israel.
| (c) |
Citizenship of each Reporting Person is:
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The Reporting Persons are each citizens of Israel.
| (d) |
Title of Class of Securities:
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Ordinary shares, no par value (“Ordinary Shares”).
| (e) |
CUSIP Number:
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L6673X107
ITEM 3.
Not applicable.
| ITEM 4. |
Ownership:
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(a-c)
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CUSIP No. L6673X107
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Schedule 13G
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Page 7 of 9
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The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2020, based upon 24,983,855 shares of Ordinary
Shares outstanding as of December 31, 2020, as reported to the Reporting Persons by the Issuer.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole power to vote or to direct the vote:
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Shared power to vote or to direct the vote:
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Sole power to dispose or to direct the disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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Barak Matalon
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5,109,948
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20.5
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%
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5,109,948
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0
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5,109,948
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0
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Elyahu Azur
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3,193,717
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12.8
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%
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3,193,717
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0
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3,193,717
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0
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Pinhas Zahavi
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3,193,717
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12.8
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%
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3,193,717
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0
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3,193,717
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0
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Aharon Aran
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1,277,486
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5.1
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%
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1,277,486
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0
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1,277,486
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0
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Barak Matalon is the record holder of 5,109,948 Ordinary Shares. Elyahu Azur is the record holder of 3,193,717 Ordinary Shares. Pinhas Zahavi is the record holder of 3,193,717
Ordinary Shares. Aharon Aran is the record holder of 1,277,486 Ordinary Shares.
The Reporting Persons have entered into a Voting Agreement pursuant to which the Reporting Persons have agreed to vote their Ordinary Shares in the manner prescribed by the
Voting Agreement with regard to any matter relating to the nomination, election, appointment or removal of directors of the Issuer. Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by any other Reporting
Person.
| ITEM 5. |
Ownership of Five Percent or Less of a Class.
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Not applicable.
| ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
| ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group.
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Not applicable.
| ITEM 9. |
Notice of Dissolution of Group.
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Not applicable.
| ITEM 10. |
Certification.
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Not applicable.
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CUSIP No. L6673X107
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Schedule 13G
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Page 8 of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 9th, 2021
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Barak Matalon
/s/ Barak Matalon
Elyahu Azur
/s/ Elyahu Azur
Pinhas Zahavi
/s/ Pinhas Zahavi
Aharon Aran
/s/ Aharon Aran
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CUSIP No. L6673X107
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Schedule 13G
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Page 9 of 9
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LIST OF EXHIBITS
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Exhibit No.
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Description
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Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned
hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person
contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 9th day of February,
2021.
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Barak Matalon
/s/ Barak Matalon
Elyahu Azur
/s/ Elyahu Azur
Pinhas Zahavi
/s/ Pinhas Zahavi
Aharon Aran
/s/ Aharon Aran
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