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EFTA01383741

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Mobikye around the possibility of entering into a strategic transaction with Mobikye. As a result of the potential personal conflict that Mr. Yoffie had previously disclosed. Mr. Yoffie did not attend this portion of the Intel Board meeting and recused himself from this and any subsequent discussions relating to. and any vote of the Intel Board regarding. any potential strategic transaction with Mobileye. Mr. Yoffie also did not receive or review any documents relating to the potential strategic transaction with Mobileye in connection with this meeting or subsequent Intel Board meetings. On November 27. 2016. Professor Shashua, Co-Founder. Chief Technology Officer and Chairman of Mobileye. and Erez Dagan, Senior VP Advanced Development & Strategy of' Mobileye, met in Munich. Germany with Mr. Krzanich, Mr. Brooks and Mr. Davis. for various business discussions. It was at this meeting that Intel's representatives first expressed an interest in a potential strategic transaction with Mobileye. Professor Shashua explained that Mobileye was not interested in pursuing such discussions at such time. Professor Shashua met again with Mr. Brooks and Mr. Davis on November 29. 2016 to discuss the business of Mobileye in more detail. At this meeting. Professor Shashua asked Intel to defer any follow-up conversation until after the Consumer Electronics Show (commonly known as CES), an annual trade show organized by the Consumer Technology Association that is held every January in Las Vegas. In these discussions, Professor Shashua expressed his view that in order for a strategic transaction to be considered by the Mobileye Board, the price per Share to be paid by Intel would have to be greater than the all-time highest price at which the Shares had traded in the past. On December 7. 2016. Professor Shashua and Mr. Brooks corresponded regarding the business and operations of Mobileye. Professor Shashua responded to Mr. Brooks' basic due diligence questions regardi

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