ANNUAL MEETING
OF SHAREHOLDERS
DEC. 20, 2023.

To elect Arik Maimon, Michael De Prado, Adiv Baruch, Lexi Terrero and Haim Yeffet as directors (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2024 Annual Meeting of Shareholders, or until their successors are elected and qualified.

The approval, pursuant to Nasdaq listing rules, of the issuance of up to 1,232,606 shares of our common stock upon the exercise of our common stock purchase warrant (the “Inducement Warrant”) issued to an institutional investor in connection with the Warrant Exercise and Inducement Letter dated August 21, 2023 and the issuance of up to 43,141shares of common stock upon the exercise of the placement agent warrants issued to the designees of H.C. Wainwright & Co. (the “Inducement Warrant Exercise Proposal”)

The approval of an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 27,692,307 to 100,000,000 shares (the “Authorized Common Stock Proposal”)

The approval of the Cuentas 2023 Share Incentive Plan (the “2023 Plan Proposal”)

To ratify the appointment of Yarel + Partners, Certified Public Accountants (ISR.), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The approval of a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Inducement Warrant Exercise Proposal, the Authorized Common Stock Proposal or the 2023 Plan Proposal (the “Adjournment Proposal”); and

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Election of Arik Maimon, Michael De Prado, Adiv Baruch, Lexi Terrero, and Haim Yeffet to hold office until the 2024 Annual Meeting of Shareholders or their successors are elected and qualified.

The approval, pursuant to Nasdaq listing rules, of the issuance of the shares of common stock underlying the Inducement Warrant and the Placement Agent Warrants.

The approval of an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 27,692,307 to 100,000,000 shares.

The approval of the Cuentas 2023 Share Incentive Plan.

To ratify the appointment of Yarel + Partners, Certified Public Accountants (ISR.), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The approval of a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Inducement Warrant Exercise Proposal, the Authorized Common Stock Proposal, or the 2023 Plan Proposal.