ZOOZ Strategy Ltd.

Background

Following the approval of the Company’s Board of Directors, the shareholders of the Company are requested to approve a reverse share split of the Company’s Ordinary Shares (the “Reverse Split”) at a ratio of between one (1) Ordinary Share for every ten (10) Ordinary Shares and one (1) Ordinary Share for every twenty (20) Ordinary Shares (the “Split Ratio Range”), as such ratio shall be determined by the Board of Directors in its sole discretion, and a corresponding amendment to the Company’s Articles of Association to reflect the change in the Company’s registered share capital and the par value of the Ordinary Shares resulting from the Reverse Split (the “Articles Amendment”).

If approved by the shareholders at the Meeting, the Board of Directors will have the authority to implement the Reverse Split and to select the specific ratio within the Split Ratio Range, based on prevailing market conditions, the trading price and volume of the Ordinary Shares and such other factors as the Board of Directors may consider relevant, without any further action or approval on the part of the Company’s shareholders. If the Board of Directors does not implement the Reverse Split within six (6) months following the date of the Meeting, the authority granted pursuant to this resolution shall expire and be of no further force or effect. The Board of Directors may effect only one Reverse Split as a result of this authorization. The Board of Directors may also elect not to execute any Reverse Split. Although the Company’s shareholders may approve the Reverse Split, the Company will not effect the Reverse Split if the Board of Directors does not deem it to be in the best interests of the Company and its shareholders. The Reverse Split will take effect, if at all, after it is approved by the shareholders and is deemed by the Board of Directors to be in the best interests of the Company and its shareholders.