In any event, the meeting of the Board of Directors on July 21, 2024 was intended to deal with the issue of compliance, i.e., the Company's adherence to the regulatory restrictions to which it is subject, given its involvement in finance and financial trading related to clients in this field of activity. Therefore, we will call this meeting from now on - the Compliance Meeting of July 21, 2024 or the Compliance Meeting (the minutes of the meeting were attached as Appendix 2 to Gutman's request). At this stage, we emphasize that the person who initiated a discussion on the issue of compliance in the board of directors was the decisive director, who attributed great importance to this issue.
If we mention the issue of compliance, it should be noted that Lahav raised serious allegations regarding Gutman's management of the company, which include claims of non-adherence (to say the least) of regulatory restrictions and allegations of criminal fraud against customers and end users, which did bring profits to the company but endangered it (according to Lahav). Among other things, Lahav claims that the company has developed a system called Comma that includes fraudulent elements. In a nutshell, Lahav claimed that the company created fictitious traders, presented successful trading activity using the software, and investors traded while tracing this data. Gutman and the company claim that this is a legitimate system and that the trading data presented in that system is genuine, although regarding some of the activity they admitted the existence of "human errors" that were corrected (see the correspondence attached to Gutman's supplementary argument at his request). It was also claimed that the idea for the system was born and developed during the period when Lahav was a partner in the management of the company, and that the operator of this system was negligible. It should be noted that the allegations regarding the Comma software were first raised in the affidavit of Lahav's main witness, without him bringing this issue to the attention of the decisive director. Gutman argues that this conduct is characteristic of Lahav's moves, which store information and present it manipulatively in order to harm the company, with the dual goal of torpedoing the sale of the company and forcing Gutman to purchase his shares according to their historical value. In any event, when the matter was brought to the attention of the director, he dealt with the issue immediately (Appendix 1, the email message dated October 11, 2024 that was attached to Gutman's supplementary argument at his request).