Exhibit 99.1

ALARUM TECHNOLOGIES LTD.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Extraordinary General Meeting of Shareholders (the “Meeting”) of Alarum Technologies Ltd. (the “Company”) will be held at the Company’s counsel’s offices at 28 HaArba’a Street, Hagag Tower, North Building, 34th Floor, Tel Aviv, Israel, on November 2, 2023, at 3:00 p.m. Israel time.

The Company is a Dual Company, as such term is defined in the Israeli Companies Regulations (Relief for Public Companies Traded on Stock Markets Outside of Israel), 4760 – 2000.

The following matters are on the agenda for the Meeting:

Our board of directors (the “Board of Directors”) recommends that you vote in favor of the proposed resolutions, which are described in the attached proxy statement.

Shareholders of record at the close of business on October 5, 2023 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).

A form of proxy for use at the Meeting is attached to the proxy statement, and a voting instruction form, together with a return envelope, will be sent to holders of American Depositary Shares representing the Company’s ordinary shares, no par value (the “ADSs” and “Ordinary Shares”, respectively). By appointing “proxies,” shareholders and ADS holders may vote at the Meeting whether or not they attend. If a properly executed proxy in the attached form is received by the Company at least 4 hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. ADS holders should return their voting instruction form by the date set forth therein. Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions to be presented at the Meeting for which the Board of Directors recommends a vote “FOR”. Shareholders and ADS holders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies or voting instruction form (as applicable) by filing with the Company (in the case of holders of Ordinary Shares) or with the Bank of New York Mellon (in the case of holders of ADSs) a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date.

Shareholders registered in the Company’s shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange may also vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company’s offices no later than November 2, 2023, at 11:00 a.m. Israel time, and must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be.

Shareholders who hold shares through members of the Tel Aviv Stock Exchange and intend to vote their Ordinary Shares either in person or by proxy must deliver the Company, no later than November 2, 2023, at 11:00 a.m. Israel time, an ownership certificate confirming their ownership of the Company’s Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended. 

Alternatively, shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange may vote electronically via the electronic voting system of the Israel Securities Authority no later than November 2, 2023, at 9:00 a.m. (six hours before the time of the Meeting). You should receive instructions about electronic voting from the Tel Aviv Stock Exchange member through which you hold your Ordinary Shares.

ADS holders should return their proxies by the date set forth on their voting instruction form.

If you are a beneficial owner of shares registered in the name of a member of the Tel Aviv Stock Exchange and you wish to vote, either by appointing a proxy, or in person by attending the Meeting, you must deliver to the Company a proof of ownership in accordance with the Israeli Companies Law, 5759-1999 and the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 5760-2000. Detailed voting instructions are provided in the proxy statement.

Exhibit 99.2

ALARUM TECHNOLOGIES LTD.

TEL-AVIV, ISRAEL

PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 2, 2023

The enclosed proxy is being solicited by the board of directors (the “Board of Directors”) of Alarum Technologies Ltd. (the “Company”) for use at the Company’s extraordinary general meeting of shareholders (the “Meeting”) to be held on November 2, 2023, at 3:00 p.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the “Ordinary Shares”) covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of each of the proposals described in this proxy statement.

Two or more shareholders present, personally or by proxy, holding not less than 15% (fifteen percent) of the Company’s outstanding Ordinary Shares, shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand adjourned until November 2, 2023, at 5:00 p.m. Israel time. If a quorum is not present at the second meeting within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall be deemed a quorum, and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.

Pursuant to the Israeli Companies Law, 5759-1999 (the “Companies Law”), each of the Proposals described hereinafter requires the affirmative vote of the Company’s shareholders holding at least a majority of the Company’s Ordinary Shares present, in person or by proxy, and voting on the matter, provided that either (i) such a majority includes at least the majority of the votes of shareholders who are not controlling shareholders or do not have personal interest in the approval of the transaction (abstentions will not be taken into account); or (ii) the total number of votes against such proposal among the shareholders mentioned in clause (i) above does not exceed two percent (2%) of the total voting rights in the Company (a “Special Majority”).

As defined under the Companies Law, “personal interest” means: (1) a shareholder’s personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder’s spouse, siblings, parents, grandparents, descendants, and spouse’s descendants, siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the Company.

As defined under the Companies Law, a “controlling shareholder” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company; in the context of a transaction with an interested party, a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting rights in the company, is also presumed to be a controlling shareholder. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. As of the date of this Proxy Statement, we are not aware of any controlling shareholders as defined above, and therefore believe that, other than our directors, officers and their relatives, none of our shareholders should have a personal interest in the proposed resolutions herein. Thus, we believe all other shareholders should indicate “YES” in the appropriate place on the proxy card, voting instruction form or in their electronic or telephonic submission, so as to indicate that they do not have a personal interest with respect to the proposals herein, where applicable.

In case Proposal 1 (adoption of a compensation policy) will be approved, Proposals 2, 3, 4, 5, 6 and 7 will require the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposals (a “Simple Majority”).

In accordance with the Companies Law, and regulations promulgated thereunder, any shareholder of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting may submit to the Company (contact details below), no later than October 5, 2023, a proposed additional agenda item for the Meeting.

Shareholders or ADS holders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement (a “Position Statement”) to the Company (contact details below). Any Position Statement received will be furnished to the Securities and Exchange Commission (“SEC”) on a Report on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov and in addition at www.magna.isa.gov.il or https://maya.tase.co.il. Position Statements should be submitted to the Company no later than October 23, 2023. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors’ response to the Position Statement will be submitted no later than October 27, 2023.

Contact details: Alarum Technologies Ltd., c/o Mr. Shai Avnit, Chief Financial Officer, at 30 HaArba’a Street, 6473926 Israel, P. O. Box 174, e-mail address: shai.avnit@alarum.io.

One shareholder or more holding Ordinary Shares which reflect 5% or more of the Company’s share capital and voting rights (2,920,608 Ordinary Shares), as of September 28, 2023, and whoever holds 5% of the Company’s share capital and voting rights is entitled to examine the proxy and voting material.

It is noted that there may be changes on the agenda after publishing the Proxy Statement, and there may be Position Statements which can be published. Therefore, the most updated agenda will be furnished to the SEC on a Report on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov. 

PROPOSAL 1

APPROVAL OF ADOPTION OF A NEW COMPENSATION POLICY OF THE COMPANY’S OFFICERS AND DIRECTORS

Pursuant to the Companies Law, all public Israeli companies are required to adopt a written compensation policy for their officers and directors, which addresses certain items prescribed by the Companies Law and serves as a flexible framework for officers and director compensation.

On September 26, 2019, the Company’s shareholders approved a compensation policy for the Company’s officers and directors for a period of three years, which was then after amended and approved by the Company’s shareholders on September 15, 2020 (the “Previous Policy”). As of September 15, 2023, the Previous Policy has expired, and a new policy has not been approved since.

On September 13, 2023, the Compensation Committee of the Board of Directors (the “Compensation Committee”) and the Board of Directors, reviewed the terms of the Previous Policy in depth. After considering the growth in the Company’s business and achievements since the Previous Policy was last adopted, the successful completion by the Company of a private placement on September 14, 2023, in the aggregate gross amount of $ 4,250,000 (the “Private Placement”) and the Company’s most recent financial results for the second quarter of 2023, which presented continuous improvement of key financial metrics, such as revenues, Adjusted EBITDA and operating cashflows, and further to comparing different components of compensation to companies similar to the Company, using a benchmark analysis performed by an independent consultant, the Compensation Committee and the Board of Directors approved and recommended to the shareholders of the Company to approve the adoption of a new compensation policy, for a period of three years following shareholders’ approval, in the form attached hereto as Exhibit A (the “New Policy”).

The proposed New Policy is designed to promote retention and motivation of directors and officers, incentivize superior individuals’ excellence, align the interests of the Company’s directors and executive officers with the long-term performance of the Company and provide a risk management tool.

Pursuant to the proposed New Policy, the compensation that may be granted to an officer may include: a base salary, annual performance bonus, special bonuses, equity-based compensation, benefits and termination of employment or service providers arrangements, indemnification, exemption and liability insurance coverage and other customary terms.

When considering the adoption of the New Policy, the Compensation Committee and Board of Directors considered various factors, including: (i) relevant provisions set forth in the Companies Law and regulations applicable to companies such as ours; (ii) market practices, competitive markets and the best interest of the Company and our shareholders; (iii) the advancement of the Company’s objectives, the Company’s business environment, its business plan and its long-term strategy; (iv) variable compensation; (v) the need to create appropriate incentives for directors and officers; and (vi) the Company’s achievements in the short and long term as mentioned above.

The Compensation Committee and the Board of Directors also considered the Company’s risk management, size and the nature of its operations, and reviewed various data and information they deemed relevant.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to adopt the New Policy for the Company’s officers and directors, in the form attached as Exhibit A to the Proxy Statement.”

The approval of proposal 1, as described above, requires the affirmative vote of a Special Majority.

Please note that we consider it highly unlikely that any of our shareholders has a personal interest in this proposal. However, as required under Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling shareholder or have a personal interest in this proposal. Without indicating to this effect, we will not be able to count your vote with respect to this proposal.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 2

TO APPROVE AN INCREASE OF THE PER-MEETING COMPENSATION AND ANNUAL FEE FOR NON-EXECUTIVE DIRECTORS

On September 13, 2023, the Compensation Committee, and the Board of Directors, approved, and recommend that the Company’s shareholders approve, an increase of the per-meeting fee and annual fee to which each of the Company’s Non-Executive Directors (as defined below) shall be effective as of September 13, 2023. The following members of the Board of Directors are the Company’s non-executive directors, other than the Company’s Chairman: Mr. Yehuda Halfon, Ms. Rakefet Remigolski, Mr. Moshe Tal and Mr. Avi Rubinstein (the “Non-Executive Directors”).

Currently, in accordance with the Israeli law requirements and the Previous Policy, the cash fees paid to each of our Non-Executive Directors include an annual fee of up to NIS 30,000 (approximately US$7,8411), and NIS1,500 (approximately US$3922) as a per-meeting fee.

We undertake regular reviews of the fees paid to non-executive directors to ensure that the Company maintains the ability to pay Non-Executive Directors remuneration at a level that is commensurate with market rates and as necessary to attract and retain directors of the appropriate level of experience and expertise. The level of remuneration for our Non-Executive Directors was previously determined in 2019. Since then, there have been considerable additional demands placed on directors due to increased corporate and regulatory requirements and considering our directors’ average time commitment, the market rate needed to attract and qualified members, the nature of the role and growth in the Company’s business in recent years, we believe that an increase in remuneration is fair and reasonable in all the relevant circumstances relating to the Company’s affairs, the nature, extent and liabilities associated with service as a Non-Executive Director or otherwise by reference to prevailing corporate governance standards and practices.

Therefore, our Compensation Committee and Board of Directors consider it appropriate that all of the Non-Executive Directors, either currently serving or who will be appointed in the future, be compensated, through a compensation mechanism that will take into account the time, attention and expertise required by such directors, and that will set a solid foundation for attracting directors with the appropriate skills and experience applicable to the Company’s industry and needs.

For the above reasons, the Compensation Committee and the Board of Directors recommend that the Company’s shareholders approve an increase of the per-meeting fee, to which each of the Company’s Non-Executive Directors shall be entitled, to NIS2,500 (approximately US$6533) (the “New Per-Meeting Fee”) and an increase of the annual fee, to which each of the Company’s Non-Executive Directors shall be entitled, to NIS60,000 (approximately US$15,6824) (the “New Annual Fee”).

The New Per-Meeting Fee and the New Annual Fee will be paid on a quarterly basis, in U.S. dollars or in NIS, plus VAT, if applicable, shall apply to the Non-Executive Directors effective as of September 13, 2023, or to such non-executive directors that will be appointed in the future, effective from their respective appointment.

The proposed increases to the New Per-Meeting Fee and New Annual Fee are consistent with the Israeli law requirements and the New Policy, and following the reasons detailed above, the Compensation Committee’s and the Board of Directors’ believe that the approval of this proposal 2 is in the best interest of the Company.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve an increase of the per-meeting fee and annual fee, to which each of the Non-Executive Directors shall be entitled, as set forth in the Proxy Statement.”

In case Proposal 1 will not be approved, the approval of this proposal 2, as described above, requires the affirmative vote of a Special Majority.

In case Proposal 1 is approved, the approval of this proposal 2, as described above, requires the affirmative vote of a Simple Majority.

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 Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling shareholder or have a personal interest in this proposal. Without indicating to this effect – we will not be able to count your vote with respect to this proposal.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 3

TO APPROVE A GRANT OF RESTRICTED SHARE UNITS TO NON-EXECUTIVE DIRECTORS OF THE COMPANY

On September 13, 2023, (the “Date of Grant”), the Compensation Committee and the Board of Directors, approved and recommended that the Company’s shareholders approve, a grant of Restricted Share Units, which will be settled in Ordinary Shares of the Company (“RSUs”), to the Non-Executive Directors, under the Company’s Amended and Restated Global Incentive Plan (the “Global Incentive Plan”).

The Compensation Committee and the Board of Directors believe it is in the best interests of the Company to grant RSUs, under the Global Incentive Plan, to Mr. Moshe Tal, Mr. Avi Rubinstein, Mr. Yehuda Halfon and Ms. Rakefet Remigolski, as follows (the “Grant of RSUs to Non-Executive Directors”):

The Grant of RSUs to Non-Executive Directors is subject to a standard vesting of three years, as follows (the “Vesting Schedule”): (i) 1/6 of the RSUs granted will vest on April 19, 2024 (the “First Installment”); and (ii) 1/12 of the granted RSUs will vest each quarter for 10 quarters, following the First Installment. In the event of termination of engagement between the Company and any of the Non-Executive Directors, any unvested RSUs at the time of such termination shall be automatically cancelled. It is hereby clarified that the Vesting Schedule may be accelerated upon the occurrence of special events, as defined in the Global Incentive Plan and the New Policy.

The value of Grant of RSUs to Non-Executive Directors and its terms are within the frame and principles of the New Policy (brought for approval as Proposal 1 in this Proxy Statement), representing an amount of NIS95,554 (approximately $24,9755), and on annual bases approximately NIS 31,851 (approximately $8,3256).

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961.

In making its recommendation with regard to the approval of the Grant of RSUs to Non-Executive Directors, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder and also considered, among others: (i) the position, responsibilities, background and experience of each of the Non-Executive Directors; (ii) that the RSUs granted to Non-Executive Directors reflect a fair and reasonable value for each of the Non-Executive Directors’ services, commitment and contribution to the Company’s growth and achievements in the short and long term; and (iii) that the Grant of RSUs to Non-Executive Directors is in accordance with the New Policy (brought for approval as Proposal 1 in this Proxy Statement).

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to grant Mr. Moshe Tal, Mr. Avi Rubinstein, Mr. Yehuda Halfon and Ms. Rakefet Remigolski, RSUs, as set forth in this Proxy Statement.”

In case Proposal 1 will not be approved, the approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

In case Proposal 1 is approved, the approval of this proposal 3, as described above, requires the affirmative vote of a Simple Majority.

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 Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling shareholder or have a personal interest in this proposal. Without indicating to this effect – we will not be able to count your vote with respect to this proposal.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 4

TO APPROVE A GRANT OF RESTRICTED SHARE UNITS TO MR. SHACHAR DANIEL, THE COMPANY’S CHIEF EXECUTIVE OFFICER AND DIRECTOR

On the Date of Grant, the Compensation Committee, and the Board of Directors, approved and recommended that the Company’s shareholders approve, a grant of RSUs to Mr. Shachar Daniel, the Company’s Chief Executive Officer and Director, under the Global Incentive Plan.

The recommended grant consists of 300,000 RSUs (equal to 30,000 ADSs), to be granted to Mr. Daniel (the “Grant of RSUs to Mr. Daniel”). The value of the Grant of RSUs to Mr. Daniel and its terms are in line with the New Policy (brought for approval as Proposal 1 in this Proxy Statement). The value of the proposed Grant of RSUs to Mr. Daniel, amounts, as of September 14, 2023, to a total of approximately NIS382,217 (approximately US$99,9007), and on an annual basis, approximately NIS 127,406 (approximately $33,3008).

Together with the outstanding options to purchase 1,080,000 Ordinary Shares of the Company (equal to 108,000 ADSs), granted to Mr. Daniel in aggregate in the past, Mr. Daniel’s holdings resulting from the exercise of such options and the Grant of RSUs to Mr. Daniel, will be equal to approximately 2.36% of the Company’s issued and outstanding share capital on a fully diluted basis as of the date of this Proxy Statement.

The Grant of RSUs to Mr. Daniel is in accordance with the Vesting Schedule. In the event of termination of engagement between the Company and Mr. Daniel, any unvested RSUs at the time of such termination shall be automatically cancelled. It is hereby clarified that the Vesting Schedule may be accelerated upon the occurrence of special events, as defined in the Global Incentive Plan and the New Policy.

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961.

In making its recommendation with regard to the approval of the Grant of RSUs to Mr. Daniel, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder and also considered, inter alia: (i) the position, responsibilities, background and experience of Mr. Daniel; (ii) that the Grant of RSUs to Mr. Daniel reflects a fair and reasonable value for the Mr. Daniel’s contribution and achievements as the Company’s Chief Executive Officer, including the recent completion of the Private Placement and the Company’s most recent financial results for the second quarter of 2023, which presented continuous improvement of key financial metrics such as revenues, Adjusted EBITDA and operating cashflows; and (iii) that the Grant of RSUs to Mr. Daniel is in accordance with the New Policy (brought for approval as Proposal 1 in the Proxy Statement).

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to grant Mr. Shachar Daniel RSUs, as set forth in the Proxy Statement.”

In case Proposal 1 will not be approved, the approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

In case Proposal 1 is approved, the approval of this proposal 4, as described above, requires the affirmative vote of a Simple Majority.

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 Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling shareholder or have a personal interest in this proposal. Without indicating to this effect - we will not be able to count your vote with respect to this proposal.

The Board of Directors unanimously recommends a vote FOR on the above proposal.

PROPOSAL 5

TO APPROVE A GRANT OFRESTRICTEED SHARE UNITES TO MR. CHEN KATZ, THE COMPANY’S CHAIRMAN

On the Date of Grant, the Compensation Committee and the Board of Directors, respectively, approved and recommended that the Company’s shareholders to approve, a grant of RSUs to Mr. Chen Katz, the Company’s Chairman of the Board of Directors (the “Chairman”), under the Global Incentive Plan.

The Company wishes to grant 50,000 RSUs to the Chairman (equal to 5,000 ADSs) under the Global Incentive Plan, (the “Grant of RSUs to Mr. Katz”).

The value of the Grant of RSUs to Mr. Katz is in accordance with the New Policy (brought for approval as Proposal 1 in this Proxy Statement). The value of the proposed Grant of RSUs to Mr. Katz, amounts to a total of approximately NIS63,703 (approximately US$16,6509), and on annual bases approximately NIS 21,234 (approximately $5,55010).

Together with the outstanding options to purchase 540,000 Ordinary Shares of the Company (equal to 54,000 ADSs) granted to Mr. Katz in aggregate in the past, and together with 100,000 RSUs recently granted to Mr. Katz, by approving the Grant of RSUs to Mr. Katz, Mr. Katz’s holdings resulting from the exercise of such options and the Grant of RSUs to Mr. Katz, will be equal to approximately 1.18% of the Company’s issued and outstanding share capital on a fully diluted basis as of the date of this Proxy Statement.

The Grant of RSUs to Mr. Katz is in accordance with the Vesting Schedule. In the event of termination of engagement between the Company and Mr. Katz, any unvested RSUs at the time of such termination shall be automatically cancelled. It is hereby clarified that the Vesting Schedule may be accelerated upon the occurrence of special events, as defined in the Global Incentive Plan and the New Policy.

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961.

In making its recommendation with regard to the approval of the Grant of RSUs to Mr. Katz, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder and also considered, inter alia: (i) the position, responsibilities, background and experience of the grantee; (ii) that the RSUs granted to Mr. Katz reflect a fair and reasonable value for the Mr. Katz’s services and contribution to the Company’s operations and financial position, playing a pivotal role in providing leadership, guidance, and strategic vision that significantly impact the Company’s growth and stability. and (iii) that the Grant of RSUs to Mr. Katz is in accordance with the New Policy (brought for approval as Proposal 1 in this Proxy Statement).

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to grant Mr. Katz RSUs, as set forth in this Proxy Statement.”

In case Proposal 1 will not be approved, the approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

In case Proposal 1 is approved, the approval of this proposal 5, as described above, requires the affirmative vote of a Simple Majority.

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 Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling shareholder or have a personal interest in this proposal. Without indicating to this effect – we will not be able to count your vote with respect to this proposal.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 6

TO APPROVE AN UPDATE TO THE MONTHLY FEE OF MR. CHEN KATZ, THE COMPANY’S CHAIRMAN OF THE BOARD OF DIRECTORS

Background

Under the Companies Law and the Israeli Securities Authority’s position statements, arrangements concerning compensation of a company’s chairman, in accordance with the terms of the compensation policy, require the approval by the Compensation Committee, the Board of Directors and the Company’s shareholders, in a Simple Majority (as defined above), in that order11.

Since his appointment as chairman of the Board of Directors of the Company, Mr. Katz has made a significant contribution to the Company’s business and growth. The Compensation Committee and the Board of Directors believe that Mr. Katz performs a significant role in the planning, establishment, and implementation of the Company’s business model, and will continue to play a key role in the Company’s pursuit to enhance its business and growth opportunities.

The current monthly fee paid to Mr. Katz, as previously approved by the Company’s shareholders four (4) years ago, is in the amount of NIS30,000 (approximately US$7,80012). The Compensation Committee and the Board of Directors suggest increasing Mr. Katz’s monthly fee to NIS40,000, in compliance to the increase in his scope of services by 20% (approx. US$10,50013), effective as of September 13, 2023 (the “New Monthly Fee for Mr. Katz”).

In making its recommendation with regard to the approval of the New Monthly Fee for Mr. Katz, the Compensation Committee and the Board of Directors have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder, and also considered, among others: (i) the responsibilities and duties performed by Mr. Katz since his appointment in 2019, and the importance of Mr. Katz to the future growth of the Company; (ii) that the New Monthly Fee for Mr. Katz is in accordance with the New Policy (brought for approval as Proposal 1 in the Proxy Statement); (iii) the expected increase in the scope of Mr. Katz’s activities to promote the Company’s goals and business objectives, including certain investor relations involvement; and (iv) the fact that Mr. Katz’s monthly fee was last approved over four (4) years ago.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve an update to the monthly fee of Mr. Katz, the Company’s Active Chairman of the Board of Directors, as set forth in the Proxy Statement.”

In case Proposal 1 will not be approved, the approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

In case Proposal 1 is approved, the approval of this proposal 6, as described above, requires the affirmative vote of a Simple Majority.

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 Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling shareholder or have a personal interest in this proposal. Without indicating to this effect – we will not be able to count your vote with respect to this proposal.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 7

TO APPROVE AN ANNUAL EQUITY-BASED PLAN FOR THE COMPANY’S DIRECTORS

On September 13, 2023, the Compensation Committee and the Board of Directors, approved and recommended that the Company’s shareholders approve an annual equity-based plan for the Company’s members of the Board of Directors, under the Company’s Global Incentive Plan, as follows:

Once a year, in a date close to the date of the annual general meeting of the Company, the Compensation Committee and the Board of Directors may, without the need of further approval of the Company’s shareholders, grant each member of the Board of Directors, other than a director who is also serving as the Company’s Chief Executive Officer or a Subordinate Office Holder (as defined in the New Policy), equity-based compensation under the Company’s Global Incentive Plan, in an annual fair value (calculated on the basis of accepted valuation methods (such as Black & Scholes / Intermediate)) which will not exceed NIS 1,800,000 (the “Annual Equity-based Plan”). The Annual Equity-based Plan terms will be as stated in the New Policy (brought for approval as Proposal 1 in the Proxy Statement) and as follows:

The Compensation Committee and the Board of Directors believe it is in the best interests of the Company to approve and to implement the Annual Equity-based Plan, under the Global Incentive Plan.

The values and terms of grants under the Annual Equity-based Plan are within the frame and principles of the New Policy (brought for approval as Proposal 1 in this Proxy Statement).

In making its recommendation with regard to the approval of the Annual Equity-based Plan, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder and also considered, among others: (i) the position, responsibilities, background and experience of each of the Company’s directors; (ii) that the Annual Equity-based Plan reflect a fair and reasonable value for each of the Non-Executive Directors’ services and expected commitment in the long term; and (iii) that the Annual Equity-based Plan is in accordance with the New Policy (brought for approval as Proposal 1 in this Proxy Statement).

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve the Annual Equity-based Plan, as set forth in this Proxy Statement.”

In case Proposal 1 will not be approved, the approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

In case Proposal 1 is approved, the approval of this proposal 7, as described above, requires the affirmative vote of a Simple Majority.

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 Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling shareholder or have a personal interest in this proposal. Without indicating to this effect – we will not be able to count your vote with respect to this proposal.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT. Shareholders who hold shares of the Company through members of the TASE and who wish to participate in the Meeting, in person or by proxy, are required to deliver proof of ownership to the Company, in accordance with the Israeli Companies Regulations (Proof of Ownership of a Share for Purposes of Voting at General Meetings), 5760-2000. Such shareholders wishing to vote by proxy are requested to attach their proof of ownership to the enclosed proxy.

Proxies and all other applicable materials should be sent to the Company’s office at 30 HaArba’a Street, P. O. Box 174, Tel-Aviv 6473926, Israel.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with the SEC. All documents which the Company will file on the SEC’s EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov. As a Dual Company (as defined in the Israeli Companies Regulations (Concessions for Public Companies Traded on Stock Markets Outside of Israel), 5760-2000), the Company also files reports with the Israel Securities Authority. Such reports can be viewed on the Israel Securities Authority distribution website at http://www.magna.isa.gov.il and the TASE website at http://www.maya.tase.co.il.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as other companies incorporated in states within the United States whose securities are registered under the Exchange Act. The Notice of the Annual and Extraordinary General Meeting of Shareholders and the proxy statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED SEPTEMBER 28, 2023. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN SEPTEMBER 28, 2023, AND THE DISCLOSURE OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

EXHIBIT A

Alarum Technologies Ltd.

(“the Company”)

Compensation Policy for Company’s Office Holders

Dated: November 2, 2023

1. Introduction

2. The Policy

“Applicable Law” shall mean any applicable law, rule, regulation, statute, extension order, judgment, order or decree of any federal, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange or trading or quotation system on which the securities of the Company are then traded, listed or quoted.

“Board of Directors” means the Board of Directors of the Company.

“Change of Control Event” means (i) acquisition (including an exchange) of more than 50% of the share capital of the Company by non-Affiliate holder, or a sale (including an exchange) of all or substantially all of the shares of the Company to any person, or a purchase by a shareholder of the Company or by an Affiliate of such shareholder of all the shares of the Company held by all or substantially all other shareholders or by other shareholders who are not Affiliated with such acquiring party; (ii) a sale of all or substantially all of the assets of the Company; and (iii) a merger (including, a reverse merger and a reverse triangular merger), consolidation amalgamation or like transaction of the Company with or into another corporation. It is clarified that the Company’s Board of Directors will be entitled to change the definition of “Change of Control Event” at any time.

“Committee” means the Compensation Committee of the Board, within the meaning of the Companies Law.

“Companies Law” means the Israeli Companies Law, 5759-1999 together with the regulations promulgated thereunder, all as amended from time to time.

“Office Holder” or “Executive” means as set forth in the Companies Law. To the extent that an Office Holder’s or an Executive’s engagement or service is not through employment relations with the Company or any Affiliate thereof, then this Policy shall apply, with the necessary changes and any reference to basic and/or gross salary shall apply to the respective consultation and/or service fees, which shall be calculated as the basic and/or gross salary defined pursuant to this Policy, as may be amended from time to time, multiplied by 1.4.

“Subordinate office holder” Office holder subordinate reporting directly to the CEO.

“Foreign office holder” Office holder in the position of CEO or subordinate office holder who his / her residency is outside of Israel.

“Terms of Office and Engagement” means as defined in the Companies Law.

Terms not otherwise defined herein shall have the meaning ascribed to them in the Companies Law unless the context dictates otherwise. To the extent any provision herein conflicts with the conditions of any Applicable Law, the provisions of the Applicable Law shall prevail over this Policy and the Board is empowered hereunder to interpret and enforce such prevailing provisions. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. References to any law or regulation, rule, or ordinance, including any section or other part thereof, shall refer to that as amended from time to time and shall include any successor law. The use of captions and titles in this Policy is for the convenience of reference only and shall not affect the meaning of any provision of this Policy.

Nothing in this Policy shall confer upon any person, including, any Executive, any rights, entitlements, benefits or remedies whatsoever, including any right or entitlement to any compensation, remuneration or benefits of any kind or nature or to interfere with or limit in any way the right and authority of the Company or any its Affiliates to determine any compensation, remuneration or benefits or to terminate the service or employment of any Executive. The Terms of Office and Engagement of an Executive shall only be as set in an agreement between such Executive and the Company or its Affiliates or in a written undertaking of the Company or its Affiliates or in a resolution of the relevant organ of the Company or such Affiliate setting forth the Terms of Office and Engagement and their applicability to the relevant Executive, and, in each case, as prescribed by Applicable Law. No representation or warranty is made by the Company in adopting this Policy, and no custom or practice shall be inferred from this Policy or the implementation thereof, which is specific and applied on a case-by-case basis.

To the extent that after the date on which this Policy is approved in accordance with the Companies Law, relief is granted as to the mandatory or minimum requirements prescribed by Applicable Law to be included in a Compensation Policy as of the date hereof, or any limitation contained in this Policy is more stringent than that required by Applicable Law, than such relief or less stringent limitation shall be deemed incorporated by reference into this Policy notwithstanding anything else to the contrary, unless otherwise determined by the Board.

Terms of Office and Engagement of any Executive that were in effect prior to the date of adoption of this Policy, and were in compliance with prior compensation policies or Company practices, will remain in effect even if those may not be in compliance, in full or in part, with this Policy.

In accordance with the Policy, the compensation of the Company’s Office Holders shall be based on all or some of the following components:

(the components in sections 2.2.3 and 2.2.4 above shall be referred together hereafter as: “variable components”).

At the time of approval of the compensation package of an Office Holder, the Compensation Committee and Board of Directors of the Company shall assess the compliance of each of those components and of the total cost of employment and/or consultancy fee with the criteria set out in this plan.

Any deviation of up to 10% from the ratios and caps set forth in this policy shall not be deemed as a deviation from this Policy.

The Company may determine that an office holder’s salary shall be linked to a certain currency or index (regarding basic salary, benefits, and other related benefits).

Generally, some or all of the following parameters will be considered when reviewing the compensation terms of an Office Holder:

The Compensation Committee and the Board of Directors may decide to exchange basic salary with equity-based compensation, either in whole or in part, by issuing Restricted Shares (“RS”) or Restricted Shares Units (“RSU”) or options to purchase Ordinary Shares (“Options”) which may be granted in the minimum par value per share and allowed under applicable law and may be vested on a monthly basis, in accordance with applicable law.

In such case the calculation of the RS or RSU or Options value in comparison to the basic salary will be times 1.25 of the basic salary for the relevant month.

The Terms of Office and Engagement of an Executive will include benefits or entitlements mandated by Applicable Law and may include benefits generally acceptable in the local market or industry or generally available to other employees of the Company (or any applicable Affiliate or division) in accordance with Company policies, including (without limitation) the following benefits listed below. For avoidance of doubt, Executives who are based outside of Israel may receive other similar, comparable, or customary benefits as applicable in the relevant jurisdiction in which they are employed.

D&O Insurance

Indemnification and Exemption

For that purpose, the “effective shareholders’ equity of the Company” means the amount of the Company’s shareholders’ equity in accordance with the last consolidated audited or reviewed financial statements of the Company (as applicable) at the time of actual payment of the indemnification. It is hereby clarified that the indemnification shall be paid in excess of any amount paid under the liability insurance of directors and office holders, which the Company has purchased or will purchase from time to time.

Active Chairperson: up to 6 months advance notice period.

CEO: up to 6 months advance notice period.

Subordinate Office Holder: up to 6 months advance notice period.

Foreign Office Holder: up to 6 months advance notice period.

In addition to the basic salary, the compensation package of Company’s Office Holders may include eligibility to an annual bonus that is based on measurable targets and to an annual discretionary bonus (hereafter jointly: “the annual bonus”).

For the purpose of this Annual bonus section, whenever the term “salary” is used, it means (i) in the case of an employed Office Holder – the gross salary as paid to the Office Holder in the month before the grant of such bonus, including any social benefits and related benefits as detailed in section 2.5.4 and 2.5.5 herein, and in any case for the benefit of the employee; and (ii) in the case of Office Holder with no employer-employee relationship – the fee paid to the office holder in the month before the grant of such bonus, excluding VAT (if applicable).

The Company may grant an Office Holder an annual bonus up to the maximum annual bonus as described in the table in section 2.7.7 below, based on the compensation plan which will be approved by the compensation committee and the Board of Directors for each year in advance.

At the end of each year, the Compensation Committee and Board of Directors will review the office holders’ meeting their measurable targets to determine that component of the annual bonus, which is based on measurable targets.

The Compensation Committee and Board of Directors may determine to pay only part of the component of the annual bonus, which is based on measurable targets, if the office holder meets only some of the targets.

The Compensation Committee and the Board of Directors may decide to change the measurable targets at any time during the year if the change is for the best interest of the Company and for special circumstances (for example: change of job description, regulatory changes, other material events), that the Compensation Committee and Board of Directors believes that justify making such change (including retroactive change).

According to the rates stated below, the components for each of the Office Holders of the annual bonus will be:

Set forth below are several suggested criteria for the annual bonus that is based on measurable targets. It should be clarified that this list is not a closed and binding list. The Compensation Committee and the Board of Directors may consider adding or removing some of those criteria, considering the role of each office holder, his areas of responsibility and the Company’s activity.

A bonus that is based on meeting principal and personal performance metrics that are quantified and set out in the Company’s work plan and attributed to the relevant office holder. These performance metrics may include, among other things:

Active Chairperson and CEO Measurable Targets Criteria

Subordinate Office Holder Measurable Targets Criteria

Notwithstanding the above, if in a specific year the Company does not pay the CEO or the Active Chairperson (as applicable) an annual bonus that is based on measurable targets (i.e., if the discretionary annual bonus paid to the CEO or the Active Chairperson (as applicable) constitutes the total annual bonus paid on that year), then the amount of the discretionary bonus that the Company may pay to the CEO and to the Active Chairperson (as applicable and separately) shall not exceed three (3) gross monthly salaries of that office holder.

Notwithstanding the foregoing, subject to applicable law, the Company’s competent organs shall be entitled to approve payment of annual bonus based on all or some of the measurable targets and/or of discretionary bonus, on an Annual, quarterly, monthly, or otherwise basis.

As part of the calculation of the eligibility to annual bonus that is based measurable targets based on financial statements data (if such targets are set) the Board of Directors or the Compensation Committee will be authorized to neutralize the effect of “one-off events”, or alternatively to decide that such events should not be neutralized in a certain year, as applicable.

“immaterial” in this section means (i) up to three salaries; (ii) if no salaries are paid, then the average monthly payment (annual fee and per-board meeting fee) for a non-executive director in the previous year.

The Board of Directors, subject to the recommendation of the Compensation Committee and the officer’s direct supervisor, may decide to grant a one-time bonus (beyond the Annual Bonus, as described in Section 2.7 above), to an office holder, including an Active Chairperson and directors, in respect of special efforts performed by the officer and / or in respect of the significant contribution of the officer to the Company’s operations, special projects or extra ordinary achievements which are not in the Company’s general course of business, including but not limited to: IPO, completion of a merger or sale of operations, material agreement, etc. (the “One-Time Bonus”).

An approval of a One-Time Bonus to the CEO, who is not a controlling shareholder, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting if the aggregate amount of all discretionary bonuses does not exceed 3 monthly salaries.

The aggregate amount of the Annual Bonus and One-Time Bonus, other than for the CEO, shall not exceed 10 monthly salaries.

The Board of Directors, subject to the recommendation of the Compensation Committee and the officer’s direct supervisor, may decide to grant a special bonus (beyond the Annual Bonus and/or the One-Time bonus, as described in Section 2.7 and 2.8 above), to an Office Holder, including directors and chairperson, in case of a consummation of a merger, or sale or assignment by the Company of all or substantially all of the issued and outstanding shares of the Company and/or all or substantially all of the Company’s assets (the “Special Bonus”). The Special Bonus for all office holders together, other than the CEO and the Active Chairperson, will be subject to a limit of 5% of the transaction value, and in accordance with applicable law (the “Special Bonus”).

The Special Bonus is separate from the One-Time Bonus and the Annual Bonus.

An approval of a Special Bonus to the CEO, that meets the aforesaid conditions, shall not be subject to the approval of the Company’s shareholders, if the aggregate amount of all discretionary bonuses does not exceed 3 monthly salaries.

The CEO, may decide to grant Office holders that are providing services of sales and/or services of technical support of sales for the Company, with commissions, as shall be determined in their employment agreement (the “Sales Office holders” and “Commission”, respectively). The purpose of granting Commissions to Sales Office holders is to incentivize Sales Office holders to increase the amount of sales of Company’s products. For each Sales Office holder, the aggregate amount of Commissions paid by the Company in each calendar year shall be up to 5% from direct contribution to the Company’s income from sales, and in any case, the amount paid for each Sales Office holder shall not exceed 12 gross salaries. The Commissions will be paid on either a monthly, quarterly, or annual basis. The maximum amount of Commissions shall be considered from time to time.

The Commission paid to a Sales Office holder shall be separate from the Annual Bonus and/or One-Time Bonus and/or Special Bonus given to them, or instead of Annual Bonus and/or One-Time Bonus and/or Special Bonus, as suggested by in each case by the CEO and approved by the Compensation committee.

Maximum amounts as follows:

The Exchanged equity compensation terms will be determined according to the following:

All other relevant terms will be as specified in section 2.11.1 above.

In sections 2.13.2 and 2.13.3 above, “immaterial changes to the service and employment terms” are changes, the value of which does not exceed 7% for an annual cost change of compensation of the Office Holder each year, and shall not exceed 25% aggregate change.

Vesting Schedule: (i) 1/6 of the equity-based compensation granted will vest at least 6 months from the date of grant, on such date that is closest to either April 19, July 19, October 19 or January 19, as applicable; and (ii) 1/12 of the granted equity-based compensation will vest each quarter for 10 quarters, following the first installment mentioned in section (i) above. In the event of termination of engagement between the Company and any of the Non-Executive Directors, any unvested equity-based compensation at the time of such termination shall be automatically cancelled, unless otherwise accelerated as described below. All other Annual Equity-based Plan terms will be as set forth in section 2.11.1 above.

The Company may seek reimbursement of all, or a portion of any compensation paid to an Office Holder based on financial data included in Company’s financial statements in any fiscal year that are found to be inaccurate and are subsequently restated.

In any such event, Company will seek reimbursement from the Office Holders to the extent such Office Holders would not have been entitled to all or a portion of such compensation, based on the financial data included in the restated financial statements. 

The Compensation Committee will be responsible for approving the amounts to be recouped and for setting terms for such recoupment from time to time in accordance with a recoupment policy adopted from time to time by the Compensation Committee or the Board. Any recoupment under this Section 2.15 may be in addition to (and not limited by) any other remedies or rights of recoupment available to the Company pursuant to the terms of any similar policy or under applicable law.

Monetary amounts in this Policy that are quoted in $, subject to the applicable currency exchange rates or any exchange rate determined by the Board.

The ratio of the average and median gross salary between the officers to the other full-time employees (in practice as of the date of approval of the compensation policy):

As of the date of the Policy, there are three full-time employees who are not office holders. It is clarified that for the purpose of calculating the aforesaid ratios, only the employees of Alarum Technologies Ltd. were included.

At the time of approval of the Policy, the Compensation Committee examined the existing gaps between the Office Holders and the other employees and found that considering the nature and structure of the Company, the above ratios will not affect the existing employment relationship in the company. In addition, the Compensation Committee and the Board of Directors believe that these data have a limited effect on determining the salaries of the Company’s Office Holders, given the structure of the Company.

3. Non-Exclusivity of This Policy

4. Governing Law

This Policy shall be governed by the laws of the State of Israel, excluding its conflict of law rules, except with respect to matters that are subject to tax or labour laws in any specific jurisdiction, which shall be governed by the respective laws of such jurisdiction. Certain definitions, which refer to laws other than the laws of such jurisdiction, shall be construed in accordance with such other laws.

5. SEVERABILITY

If any provision of this Policy shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. In addition, if any particular provision contained in this Policy shall for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing such provision as to such characteristic so that the provision is enforceable to fullest extent compatible with the Applicable Law as it shall then appear.

Adopted by the Company’s Board of Directors: September 13, 2023

**

Exhibit 99.3

ALARUM TECHNOLOGIES LTD.

PROXY CARD

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints, Mr. Chen Katz, Chairman of the Board of Directors, Mr. Shachar Daniel, Chief Executive Officer and a Director, Mr. Shai Avnit, Chief Financial Officer, and each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of Alarum Technologies Ltd. (the “Company”) which the undersigned is entitled to vote at Extraordinary General Meeting of Shareholders (the “Meeting”) to be held at the Company’s counsel’s offices at 28 Haarba’a, Hagag Tower, North Building, 34th floor, Tel Aviv, Israel, on November 2, 2023, at 3:00 p.m. Israel time, and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of an Extraordinary General Meeting of Shareholders and proxy statement relating to the Meeting.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy Card will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

ALARUM TECHNOLOGIES LTD.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Date of Meeting: November 2, 2023

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.

Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in the partnership name by authorized person.

3

Exhibit 99.4