CERAGON NETWORKS LTD. NOTICE OF 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2018

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1 CERAGON NETWORKS LTD. NOTICE OF 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2018 Notice is hereby given that the 2018 Annual General Meeting of Shareholders (the Meeting ) of Ceragon Networks Ltd. (the Company ) will be held on Tuesday, June 12, 2018 at 5:00 p.m. (Israel time), at the offices of the Company, 24 Raoul Wallenberg Street, Tel Aviv, Israel, for the following purposes: 1. To re-elect Zohar Zisapel, Yael Langer and Shlomo Liran, and to elect Ira Palti, our President and CEO, and Avi Eizenman, to serve on the Board of Directors of the Company and to approve a grant of options to each of them (except for Mr. Palti), as part of their consideration for service as directors; 2. To elect Avi Berger and Meir Sperling to serve on the Board of Directors of the Company as external directors, and to approve a grant of options to each of them, as part of their consideration for service as external directors; 3. To approve amendments to the Company's Executives & Directors Compensation Policy; 4. To approve a cash bonus plan and equity compensation to our Chief Executive Officer for 2018; and 5. To re-appoint Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, as the Company s independent auditor for the fiscal year ending December 31, 2018 and until immediately following the next annual general meeting of shareholders. In the Meeting, you will also have an opportunity to receive and consider the auditor s report and the audited consolidated financial statements of the Company for the fiscal year ended December 31, This item will not involve a vote of the shareholders. Only shareholders of record at the close of business day on Monday, May 14, 2018, the record date for determining those shareholders eligible to vote at the Meeting, are entitled to notice of and to vote at the Meeting and at any postponements or adjournments thereof. All shareholders are cordially invited to attend the Meeting in person. Whether or not you plan to attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United States, at your earliest convenience so that it will be received at the offices of the Company no later than twenty four (24) hours prior to the Meeting (i.e., 5:00 p.m. (Israel time) on June 11, 2018). Execution of your proxy will not deprive you of your right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it any time before it is exercised. Joint holders of shares should take note that, pursuant to Article 69(b) of the Articles of Association of the Company (the "Articles"), a notice may be given by the Company to the joint holders of a share by giving notice to the first of the joint holders named in the Register of Shareholders with respect to the shares.

2 Joint holders of shares should also take note that, pursuant to Article 32(d) of the Articles, the vote of the first of the joint holders named in the Register of Shareholders with respect to the share(s) who tenders a vote, will be accepted to the exclusion of the vote(s) of the other joint holder(s). By Order of the Board of Directors, ZOHAR ZISAPEL Chairman of the Board of Directors IRA PALTI President and Chief Executive Officer May 8, 2018

3 CERAGON NETWORKS LTD. 24 Raoul Wallenberg Street Tel Aviv 69719, Israel PROXY STATEMENT 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS This Proxy Statement is furnished to the holders of Ordinary Shares, NIS 0.01 nominal value (the Ordinary Shares or "Shares"), of Ceragon Networks Ltd. ( we, Ceragon or the Company ) in connection with the solicitation by the Board of Directors of the Company of proxies for use at the Company's 2018 Annual General Meeting of Shareholders (the Meeting ), or at any postponements or adjournments thereof. The Meeting will be held on Tuesday, June 12, 2018, at 5:00 p.m. (Israel time), at the offices of the Company, 24 Raoul Wallenberg Street, Tel Aviv, Israel. It is proposed that at the Meeting, resolutions be adopted as follows: PURPOSE OF THE ANNUAL GENERAL MEETING 1. To re-elect Zohar Zisapel, Yael Langer and Shlomo Liran, and to elect Ira Palti, our President and CEO, and Avi Eizenman, to serve on the Board of Directors of the Company and to approve a grant of options to each of them (except for Mr. Palti), as part of their consideration for service as directors; 2. To elect Avi Berger and Meir Sperling to serve on the Board of Directors of the Company as external directors, and to approve a grant of options to each of them, as part of their consideration for service as external directors; 3. To approve amendments to the Company's Executives & Directors Compensation Policy; 4. To approve a cash bonus plan and equity compensation to our Chief Executive Officer for 2018; and 5. To re-appoint Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, as the Company s independent auditor for the fiscal year ending December 31, 2018 and until immediately following the next annual general meeting of shareholders. Additionally, at the Meeting, shareholders will be provided with the opportunity to receive and consider the auditor s report and the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2017; This item will not involve a vote of the shareholders. RECORD DATE AND VOTING RIGHTS Only holders of record of Ordinary Shares at the close of business on Monday, May 14, 2018, the record date for determining those shareholders eligible to vote at the Meeting, will be entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. At such time, each issued and outstanding Ordinary Share will be entitled to one vote upon each of the matters to be presented at the Meeting.

4 PROXY PROCEDURE A form of proxy for use at the Meeting and a return envelope for the proxy are also enclosed. If specification is made by a shareholder on the form of proxy, the Shares represented thereby will be voted in accordance with such specification. If a choice is not specified by a shareholder, the form of proxy will be voted "FOR" all proposals and in the discretion of the proxies with respect to all other matters, which may properly come before the Meeting and any and all adjournments thereof. On all matters considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote FOR nor AGAINST the matter, although they will be counted in determining if a quorum is present. Broker non-votes are votes that brokers holding shares of record for their clients are, pursuant to applicable stock exchange or other rules, precluded from casting in respect of certain non-routine proposals because such brokers have not received specific instructions from their clients as to the manner in which such shares should be voted on those proposals and as to which the brokers have advised the Company that, accordingly, they lack voting authority. Shareholders may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by: (i) filing with the Company a written notice of revocation or duly executed proxy bearing a later date; or (ii) voting in person at the Meeting. However, if a shareholder attends the Meeting and does not elect to vote in person, his or her proxy will not be revoked. If a proxy is properly executed and received at the offices of the Company not less than twenty four (24) hours prior to the time fixed for the Meeting, Shares represented by the proxy in the enclosed form will be voted in the manner described above. Proxies for use at the Meeting are being solicited by the Board of Directors of the Company, chiefly by mail; however, certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation for such solicitation, may solicit proxies by telephone, electronic mail or other personal contact. The Company will bear the cost for the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Shares. Should changes be made to any item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the publication of a press release, a copy of which will be filed with the Securities and Exchange Commission (the SEC ) on Form 6-K. QUORUM Two or more shareholders, present in person, by proxy or by proxy card, entitled to vote and holding together Ordinary Shares conferring in the aggregate twenty-five percent (25%) or more of the voting power of the Company, shall constitute a quorum at the Meeting. If within an hour from the time appointed for the Meeting a quorum is not present, the Meeting shall stand adjourned to June 19, 2018, at the same time and place. At such adjourned Meeting, any two (2) shareholders present in person, by proxy or by proxy card, shall constitute a quorum. 2

5 BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT The following table sets forth certain information, as of May 7, 2018, regarding: (i) all persons or entities known to the Company to beneficially own more than 5% of the Company s Ordinary Shares; (ii) each "office holder 1 ", as such term is defined in the Israeli Companies Law, (the: "Companies Law"), of the Company (the: "Office Holders") known to the Company to beneficially own more than 1% of the Company's Ordinary Shares; and (iii) all Office Holders as a group. The information contained herein has been obtained from the Company s records or from information furnished by the individual or entity to the Company or disclosed in public filings with the SEC. Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the Ordinary Shares listed below have sole investment and voting power with respect to such Shares. The shareholders listed below do not have any different voting rights from any of our other shareholders. The "Number of Ordinary Shares Beneficially Owned" in the table below includes Shares that may be acquired upon the exercise of options that are either currently exercisable or will become exercisable within sixty (60) days as of May 7, The Shares that may be issued under these options are deemed to be outstanding for the purpose of determining the percentage owned by the person or group holding the options but are not deemed to be outstanding for the purpose of determining the percentage of ownership of any other person or group shown in the table. Name of Beneficial Owner Number of Ordinary Shares Beneficially Owned Percentage of Ordinary Shares Beneficially Owned (1) Zohar Zisapel (2) 10,593, % Joseph D. Samberg (3) 6,784, % Ira Palti (4) 1,210, % All Office Holders, including directors, as a group (consists of 14 persons) 13,290, % (1) (2) Based on 78,139,876 Ordinary Shares issued and outstanding as of May 7, Zohar Zisapel s address is 24 Raoul Wallenberg St., Tel Aviv 69719, Israel. Out of the total Ordinary Shares held by Zohar Zisapel, 18,717 Shares are held by RAD Data Communications Ltd., of which Mr. Zisapel is a principal shareholder and a director. (3) Joseph D. Samberg's address is 1091 Boston Post Road, Rye, NY (4) Ira Palti s address is 24 Raoul Wallenberg St., Tel Aviv 69719, Israel. Mr. Palti is our President and CEO. 1 The term "Office Holder" as defined in the Companies Law includes a director, the chief executive officer, an executive vice president, a vice president, any other person fulfilling or assuming any of the foregoing positions without regard to such person's title, and any manager who is directly subordinated to the chief executive officer. 3

6 For information relating to the compensation of our five most highly compensated Office Holders with respect to the year ended December 31, 2017, please see "Item 6. Directors, Senior Management and Employees B. Compensation - b) Individual Compensation of Office Holders" in our Annual Report for 2017, which was filed on Form 20-F with the SEC on March 27, 2018 (File No ). BACKGROUND TO ITEMS 1 & 2 Under the Company's Articles of Association, the Board of Directors is to consist of not less than five (5) and not more than nine (9) directors, unless otherwise determined by a resolution of the Company's shareholders. As a result of the death of our external director, Mr. Avi Patir, on January 28, 2018, our Board of Directors presently consists of only four (4) members. We now seek our shareholders' approval for the expansion of our Board to eight (8) members; accordingly, under Item 1 we propose the re-election of three (3) currently serving directors and the election of two (2) new directors one of whom is Mr. Ira Palti, our President and CEO, and under Item 2 we propose the election of two (2) additional new directors, for service as external directors. This new proposed Board composition will also include Mr. Yair Orgler, who currently serves as our external director and whose term of service will expire in March Background ITEM 1 RE-ELECTION OF THREE (3) DIRECTORS, ELECTION OF TWO (2) NEW DIRECTORS AND APPROVAL OF EQUITY COMPENSATION Directors (other than the external directors) are to be elected at the annual general meeting by the vote of the holders of a majority of the voting power represented at such meeting and voting on the election of directors. The directors (other than the external directors) shall serve for a term ending on the date of the third annual general meeting following the annual general meeting at which such director was elected, unless earlier terminated in the event of such director's death, resignation or removal. General Re-Election and Election of Directors Following the recommendation of such nominees to the Board by the Company's Nomination Committee, in accordance with Nasdaq Marketplace Rules (the: "Nasdaq Rules"), it is proposed that Mr. Zohar Zisapel, Ms. Yael Langer and Mr. Shlomo Liran be re-elected, and that Mr. Ira Palti and Mr. Avi Eizenman be elected, to serve as our directors. If re-elected or elected (as the case may be), each of Mr. Zisapel, Ms. Langer, Mr. Liran, Mr. Palti and Mr. Eizenman will serve an approximately three (3) year term, ending on the date of the annual general meeting in In accordance with Israeli law, a nominee for service as a director must submit a declaration to the Company, prior to his or her election, specifying that he or she has the requisite qualifications to serve as a director, and the ability to devote the appropriate time to performing his or her duties as such. The Company has received a declaration from each of the nominees, confirming that he/she possess the requisite skills and expertise, as well as sufficient time, to perform his/her duties as a director of the Company. The Company is not aware of any reason why Mr. Zisapel, Ms. Langer, Mr. Liran, Mr. Palti or Mr. Eizenman, if re-elected or elected (as the case may be), should be unable to serve as directors. Further, shareholders should note that each of the nominees proposed for re-election has maintained a high level of participation in our Board and committees meetings, as applicable, throughout his or her previous term of service. The Company does not have any understanding or agreement with respect to the future election of any of the proposed nominees. 4

7 As for the two new nominees to our Board, Mr. Palti and Mr. Eizenman, the Company believes that each of them possess vast business and management experience, as well as varied expertise. Mr. Palti, our President and CEO, has in-depth long acquaintance with the Company and its business all of which are expected to contribute to the work of our Board and to our continued growth. Further, the Board of Directors has determined that each of Mr. Liran and Mr. Eizenman qualify as an "independent director", as defined by the Nasdaq Rules. Under the Nasdaq Rules, the majority of our directors are required to be independent. Due to the passing away of our external director, Mr. Avi Patir, on January 28, 2018, the Company no longer complies with Nasdaq s independent director and audit committee requirements, as set forth in Listing Rule However, consistent with Listing Rules 5605 (b)(1)(a) and 5605 (c)(4), Nasdaq provided the Company with a cure period in order to regain compliance until the earlier of the next annual shareholders meeting or January 28, 2019; or, if the next annual shareholders meeting is held before July 27, 2018, then the Company must evidence compliance no later than such date. With the approval of our proposed Board composition, we expect to regain compliance with both requirements immediately following this Meeting. The following is a brief biography of each of the proposed nominees, based upon the records of the Company and information furnished to it by them: Zohar Zisapel has served as the Chairman of our Board of Directors since we were incorporated in Mr. Zisapel also serves as a director of RADCOM Ltd. and Amdocs Limited, both public companies traded on Nasdaq. Mr. Zisapel founded or invested in many companies in the fields of Communications, Cyber Security and Automotive and serves as chairman or director of many private companies. Mr. Zisapel received a B.Sc. and a M.Sc. in electrical engineering from the Technion, Haifa Institute of Technology ( Technion ) and an M.B.A. from the Tel Aviv University. Yael Langer has served as our director since December Ms. Langer served as our general counsel from July 1998 until December Ms. Langer is General Counsel and Secretary of RAD Data Communications Ltd. and other companies in the RAD-BYNET group. Since July 2009, Ms. Langer serves as a director in Radware Ltd. From December 1995 to July 1998, Ms. Langer served as Assistant General Counsel to companies in the RAD-BYNET group. From September 1993 until July 1995, Ms. Langer was a member of the legal department of Poalim Capital Markets and Investments Ltd. Ms. Langer received an LL.B. from the Hebrew University in Jerusalem. Shlomo Liran joined Ceragon s Board of Directors in August 2015, after gaining experience in senior management positions, including in the telecommunication industry. In October 2016 Mr. Liran was appointed as the CEO of Spuntech Industries Ltd. From July 2014 until January 2015, Mr. Liran served as the Chief Executive Officer of Hadera Paper Ltd. From 2010 to 2013, Mr. Liran served as the Chief Executive Officer of Avgol Nonwovens Ltd. During the years 2008 and 2009 Mr. Liran served as the Chief Executive Officer of Ericsson Israel Ltd., and from 2004 to 2007 he served as Chief Executive Officer of TRE (Scandinavian cellular network) in Sweden and in Denmark. From 2000 to 2003, he served as Chief Executive Officer of YES Satellite Multi-Channel TV. Prior to that, Mr. Liran spent thirteen years in Strauss as CEO ( ), General Manager of the Dairy Division ( ) and VP Operations ( ). Mr. Liran holds a B.Sc. in Industrial Engineering from the Technion, an M. Eng. System Analysis from University of Toronto, Canada and an AMP-ISMP advanced management program from the Harvard Business School. Mr. Liran is one of our independent directors and is considered a "financial expert" for the purposes of the Nasdaq Rules. 5

8 Ira Palti has served as our President and Chief Executive Officer since August From January 2003 to August 2005, Mr. Palti was Chief Executive Officer of Seabridge Ltd., a Siemens company that is a global leader in the area of broadband services and networks. Prior to joining Seabridge, he was the Chief Operating Officer of VocalTec Communications Ltd., responsible for sales, marketing, customer support and product development. Among the positions he held before joining VocalTec was founder of Rosh Intelligent Systems, a company providing software maintenance and AI diagnostic solutions and one of the first startups in Israel. Mr. Palti received a B.Sc. in mathematics and computer science (magna cum laude) from the Tel Aviv University. Avi Eizenman co-founded Silicom Ltd. in 1987 and served as its President and Chief Executive Officer, as well as a director of Silicom until April 1, As from 2001, Mr. Eizenman serves as the Active Chairman of the Board of Directors of Silicom Ltd. Mr. Eizenman served as head of the ASIC department at Scitex Ltd. in From 1979 until 1985, Mr. Eizenman held various positions, including project manager, ASIC specialist and engineer, with the Electronic Research & Development Department of the Israeli Ministry of Defense. Mr. Eizenman holds a B.Sc. degree, with honors, in Electrical Engineering from the Technion, and an M.B.A. from Tel Aviv University. Compensation for Service as Directors; Grant of Options Under the Companies Law, arrangements regarding the compensation of a director of a publicly traded company should generally be consistent with such company's Compensation Policy and require the prior approval of a company's compensation committee, board of directors and shareholders, in that order. The Company's Executive and Director Compensation Policy (the: "Compensation Policy") authorizes each of our non-executive directors to receive cash compensation, which includes annual and participation fees, as well as equity based compensation. Our Compensation Committee and Board of Directors have determined that, subject to the approval by our shareholders of the re-appointment of Mr. Zisapel, Ms. Langer and Mr. Liran, and the appointment of Mr. Eizenman, for service as our directors, each of them shall be entitled to a cash compensation in accordance with the "fixed" amounts of the annual and participation fees, as set forth in regulations promulgated under the Companies Law concerning the remuneration of external directors (the Remuneration Regulations ), based on the classification of the Company according to the amount of its capital, and to reimbursement of travel expenses for participation in a meeting, which is held outside of the director s place of residence; currently the sum of NIS 69,195 (approximately $19,088) as annual fee, the sum of NIS 2,575 (approximately $710) as an in-person participation fee, NIS 1,545 (approximately $426) for conference call participation and NIS 1,287 (approximately $355) for written resolutions. As the above-mentioned amounts are within the range between the fixed amounts set forth in the Remuneration Regulations and the maximum amounts set forth in the Companies Regulations (Alleviation for Public Companies whose shares are Traded on the Stock Exchange Outside of Israel), 2000 (the "Alleviation Regulations"), they are exempt from shareholder approval, in accordance with the Israeli Companies Regulations (Relief from Related Party Transactions) 2000 (the "Relief Regulations"). 6

9 In addition to the cash fees, as remuneration for their contribution and efforts as directors of the Company, and in line with the limitations set forth in our Compensation Policy with respect to equity-based compensation for non-executive directors, the Compensation Committee and Board of Directors have approved, and resolved to recommend to our shareholders to approve, annual equity grants to each of Mr. Zohar Zisapel, Ms. Yael Langer, Mr. Shlomo Liran and Mr. Avi Eizenman, with respect to their three-year terms of service as directors, as follows: ö ö To Zohar Zisapel, Chairman of the Board of Directors, 150,000 options to purchase 150,000 Ordinary Shares, 50,000 of which shall be granted on the date of the Meeting, an additional 50,000 shall be granted upon the first anniversary of the Meeting (i.e., on June 11, 2019), and the remaining 50,000 shall be granted upon the second anniversary of the Meeting (i.e., on June 11, 2020), provided he is still a director of the Company at the time of each grant. The Compensation Committee and Board are of the opinion that, it would be appropriate to compensate Mr. Zisapel with the grant of an increased number of options in comparison to the number of options granted to the other members of the Board of Directors, taking into account, among others, the considerable amount of time required from him in order to fulfill his Board activities as a Chairman and his continued contribution to the Company's success. The value of the equity grant to Mr. Zisapel equals, at the date of this Proxy Statement, approximately $200,000. Such grant of options is in line with the Compensation Policy, according to which, the Chairman of the Board of Directors of the Company is entitled to receive an annual equity based compensation of up to 3 times the annual equity based compensation of the other directors (see below). To each of Yael Langer, Shlomo Liran and Avi Eizenman, directors of the Company, options to purchase 50,000 Ordinary Shares, one-third of which (16,667 options) shall be granted on the date of the Meeting, an additional one third (16,667 options) shall be granted upon the first anniversary of the Meeting (i.e., on June 11, 2019), and the remaining 16,666 options shall be granted on the second anniversary of the Meeting (i.e., on June 11, 2020), provided he or she are still directors of the Company at the time of each grant. Such grant of options is in line with the Compensation Policy, according to which, each of the Company's non-executive directors is entitled to receive equal annual equity based compensation, which value shall not exceed USD 150,000. The value of the equity grant to each of Ms. Langer, Mr. Liran and Mr. Eizenman equals, at the date of this Proxy Statement, approximately $66,667. For clarification, provided he is elected as director, the Company will not pay our President and CEO, Mr. Ira Palti, any compensation, in cash or equity, in connection with his service as a director of the Company. If approved by our shareholders, all options granted each year, as detailed above, shall vest on the date of grant. The exercise price for the proposed grants shall be equal to the average closing price of the Company's Shares on the Nasdaq Global Market for the period equal to thirty (30) consecutive trading days immediately preceding the date of grant. These grants will be made under the Company's Amended and Restated Share Option and RSU Plan and under the Capital Gains Route of Section 102(b)(2) of the Israeli Income Tax Ordinance (the "Ordinance"), except for the options granted to Zohar Zisapel, Chairman of the Board of Directors, which will be granted under Section 3(9) of the Ordinance. Our Compensation Committee and Board of Directors believe that the above-mentioned grants of options are in the best interests of the Company, as they align the interests of our directors with those of our shareholders and recognize the time, attention and expertise required by each of them. In approaching our shareholders with this proposed grant of options, our Compensation Committee and Board of Directors have taken into account the dilutive impact of such option grants on our shareholders, and, as before, are committed to implement measures to effectively address this issue while maintaining our ability to retain and motivate highly talented directors. In this context, our Compensation Committee and Board of Directors have decided to continue implementing measures intended to control the dilutive impact of the grants, such as shortening the life of each option grant referred to above to six years and automatically canceling any option that has decreased in value to half of its exercise price. 7

10 Required Vote An affirmative vote of a majority of the shares represented at the Meeting, in person, by proxy or by proxy card, and voting thereon, is required for the re-election of Mr. Zisapel, Ms. Langer and Mr. Liran and for the election of Mr. Palti and Mr. Eizenman to our Board of Directors, and for the approval of the grant of options to each of them (except for Mr. Palti). The election of each of these nominees, together with his/her equity grant (if applicable), shall be voted upon separately at the Meeting. It is proposed that at the Meeting the following resolutions be adopted: "RESOLVED that: Mr. Zohar Zisapel be, and he hereby is, re-elected to the Board of Directors, for a term ending on the date of the Annual General Meeting in 2021; and in consideration for his service as director, to approve the grant of 150,000 options to purchase 150,000 Ordinary Shares to Mr. Zohar Zisapel, all in accordance with the terms described in this Item 1 ; and "FURTHER RESOLVED that: Ms. Yael Langer be, and she hereby is, re-elected to the Board of Directors, for a term ending on the date of the Annual General Meeting in 2021; and in consideration for her service as director, to approve the grant of 50,000 options to purchase 50,000 Ordinary Shares to Ms. Yael Langer, all in accordance with the terms described in this Item 1"; and "FURTHER RESOLVED that: Mr. Shlomo Liran be, and he hereby is, re-elected to the Board of Directors, for a term ending on the date of the Annual General Meeting in 2021; and in consideration for his service as director, to approve the grant of 50,000 options to purchase 50,000 Ordinary Shares to Mr. Shlomo Liran, all in accordance with the terms described in this Item 1"; and "FURTHER RESOLVED that: Mr. Ira Palti be, and he hereby is, elected to the Board of Directors, for a term ending on the date of the Annual General Meeting in 2021, all in accordance with the terms described in this Item 1"; and "FURTHER RESOLVED that: Mr. Avi Eizenman be, and he hereby is, elected to the Board of Directors, for a term ending on the date of the Annual General Meeting in 2021; and in consideration for his service as director, to approve the grant of 50,000 options to purchase 50,000 Ordinary Shares to Mr. Avi Eizenman, all in accordance with the terms described in this Item 1". The Board of Directors recommends a vote FOR approval of the proposed resolutions. As Mr. Zisapel, Ms. Langer and Mr. Liran all have personal interest in the proposed resolutions, each with respect to his/her own nomination and equity compensation, they all refrained from making recommendations with respect thereto. 8

11 ITEM 2 ELECTION OF TWO (2) NEW EXTERNAL DIRECTORS AND APPROVAL OF THEIR EQUITY COMPENSATION Background Generally, under the Companies Law, companies incorporated under the laws of Israel are required to appoint at least two external directors. As a result of the death of one of our external directors, Mr. Avi Patir, on January 28, 2018, our Board of Directors presently consist of only one (1) external director, Mr. Yair Orgler, who was re-elected to serve on our Board on March 25, 2016, for a term of three (3) years. Further, each committee of a company's board of directors empowered with powers of the board of directors is required to include at least one external director, except that in accordance with the Companies Law, the audit committee and the compensation committee must be comprised of at least three directors, including all of the external directors, and the external directors must comprise the majority of the members of the compensation committee. As of January 28, 2018, the date of Mr. Patir s death, we no longer comply with the above-mentioned requirements regarding the composition of the Audit Committee and Compensation Committee, as well as with the requirement under the Nasdaq Rules to have three (3) independent directors on our Audit Committee. However, as detailed in Item 1 above (under General - Re-Election and Election of Directors) Nasdaq provided the Company with a cure period with respect to the audit committee Nasdaq requirement, and we expect to regain compliance with such Nasdaq requirement, as well as with the above-mentioned Companies Law requirements, immediately following this Meeting, by appointing at least one of the external directors proposed under this item, if not both, as a member of our Audit Committee (both Financial and Corporate) and Compensation Committee; Under the Companies Law, the Board of Directors is the organ authorized to appoint the members of each committee of the Board and the chairman of each such committee is to be elected by the members of the committee, from among its members. Accordingly, after the conclusion of the Meeting, our Board, in its new composition, will decide with respect to the additional member, or members, of our Audit and Compensation committees, and then, each committee will appoint a chairman from among its members. In accordance with the requirements of the Companies Law, the chairman of each of the Audit and Compensation committees will be an external director. A formal public announcement regarding the new compositions of our Audit and Compensation Committees will follow in due course. General Qualification A person may not be appointed as an external director if he or she or his or her relative, partner, employer, any person to whom such person is directly or indirectly subject to, or any entity under his or her control has, as of the date of the person's appointment to serve as an external director, or had, during the two years preceding that date, any affiliation with the company; any entity controlling the company at the date of such person's appointment; or any entity controlled, at the date of such person's appointment or during the two years preceding that date, by the company or by a controlling entity; and in a company with no individual or group holding a controlling interest - any affiliation with the chairman of the board of directors, chief executive officer, chief financial officer or substantial shareholder. 9

12 A "relative" is defined under the Companies Law as spouse, sibling, parent, grandparent, descendant, spouse's descendant, sibling or parent and the spouse of any of the foregoing. The term "affiliation" includes an employment relationship; a business or professional relationship maintained on a regular basis; control; and service as an office holder. In addition, no person can serve as an external director if the person's position or other business creates, or may create, conflicts of interest with the person's responsibilities as an external director, or may otherwise interfere with his ability to serve as external director. The Companies Law provides that a shareholders meeting in which the appointment of an external director is to be considered will not be held unless the nominee has declared that he or she complies with the qualifications necessary for appointment as such. Financial and Accounting Expertise Under the Companies Law (1) an external director must have either "accounting and financial expertise" or "professional qualifications" (as such terms are defined in regulations promulgated under the Companies Law) and (2) generally, at least one of the external directors must have "accounting and financial expertise." The board of directors is required to determine (based on criteria set forth in regulations promulgated under the Companies Law) whether the external directors have "accounting and financial expertise" or "professional qualifications". Our Proposed External Directors Pursuant to the recommendation of our Nomination Committee and Board of Directors, it is proposed that Mr. Avi Berger and Mr. Meir Sperling be elected to serve on our Board of Directors as external directors; The Company has received the required declaration from each of Mr. Berger and Mr. Sperling, confirming their qualifications under the Companies Law to be elected as external directors of the Company. Further, the Board of Directors of the Company has determined that Mr. Sperling has the requisite accounting and financial expertise and that Mr. Berger has the requisite professional qualifications to serve as external directors. The following are brief biographies of Messrs. Berger and Sperling, based upon the records of the Company and information furnished to it by them: Avraham (Avi) Berger is the owner and CEO of AB6C Ltd., a private consulting company, as of From November 2013 until May 2015, Mr. Berger served as the Director General of the Israeli Ministry of Communication. During the years 2012 to 2013, Mr. Berger served as VP Marketing and business developing of Ness-TSG. From 2007 to 2012 Mr. Berger served as the VP technology & CTO of Partner Communication Ltd., and during 2007 Mr. Berger served as VP business development of Tadiran Communication Ltd. From 1985 to 2006, he served in the Israel Defense Forces C4I and Cyber Branch, and Signal Corps, in a number of telecommunication and command control development and project management positions, retiring as a full colonel. Mr. Berger holds a B.Sc. in Electrical Engineering from Tel Aviv University, and M.Sc.in Electrical Engineering from UCLA. 10

13 Meir Sperling presently serves as the Chairman of the Board of Verint Systems Ltd. ( Verint ) and a board member of Verint Systems Singapore Pte. ( Verint Singapore ). Mr. Sperling was nominated as a board member of Verint and Verint Singapore in Between 2000 and 2012, Mr. Sperling also served as Corporate officer and President of the Cyber Security Division of Verint and in parallel, served as Managing Director of the company s subsidiary in Israel; Between 2012 and 2015, he served as a Corporate Officer and Chief Strategy Officer of Verint. As from September 2015, Mr. Sperling also serves as consultant to Verint. Prior to that, from January 1999 to January 2000, Mr. Sperling served as Corporate Vice President of ECI Telecom Ltd. and General Manager of the Business Systems Division. Mr. Sperling also served as a Director in several of ECI s Subsidiaries. Between 1992 and 1999 Mr. Sperling served in various positions at Tadiran Telecommunications Ltd., including as Corporate Vice President and General Manager of the Business and Access Systems Divisions ( ) and Corporate Vice President and General Manager of the Business Systems Division ( ). Mr. Sperling also served as a Director in several of Tadiran s subsidiaries. Prior to that, Mr. Sperling served in various positions in Tadiran Ltd., including as a Director of Product Planning and Business Development of TEI, the US subsidiary of Tadiran Ltd. ( ) and in various positions in R&D and R&D Management, including the Director of R&D of the Business Systems Division ( ). Mr. Sperling received a B.Sc. in Electronic Engineering from the Ben Gurion University, Israel, in Messrs. Berger and Sperling each qualify as an independent director for the purposes of the Nasdaq Rules. Each of Messrs. Berger and Sperling do not beneficially own any of our Shares. Compensation for Service as External Directors; Grant of Options According to the Remuneration Regulations, external directors are generally entitled to an annual fee, a participation fee for each meeting of the board of directors or any committee of the board on which he or she serves as a member, and reimbursement of travel expenses for participation in a meeting which is held outside of the external director's place of residence. The minimum, fixed and maximum amounts of the annual and participation fees are set forth in the Remuneration Regulations, based on the classification of the company according to the amount of its capital. A company may also compensate an external director in shares or rights to purchase shares, other than convertible debentures, which may be converted into shares, subject to certain limitations. The remuneration of external directors must be made known to the candidate for such office prior to his/her appointment and, subject to certain exceptions, will not be amended throughout the three-year period during which he or she is in office. Our Compensation Committee and Board of Directors have determined that, similar to the cash compensation that is to be paid to the directors referred to under Item 1 (except for Mr. Palti), subject to the approval by our shareholders of the appointment of Mr. Avi Berger and Mr. Meir Sperling for service as our external directors, each of them shall be entitled to a cash compensation in accordance with the "fixed" amounts of the annual and participation fees, as set forth in the Remuneration Regulations, based on the classification of the Company according to the amount of its capital, and to reimbursement of travel expenses for participation in a meeting which is held outside of the director s place of residence; currently the sum of NIS 69,195 (approximately $19,088) as annual fee, the sum of NIS 2,575 (approximately $710) as an in-person participation fee, NIS 1,545 (approximately $426) for conference call participation and NIS 1,287 (approximately $355) for written resolutions. As the above-mentioned amounts are within the range between the fixed amounts set forth in the Remuneration Regulations and the maximum amounts set forth in the Alleviation Regulations, they are exempt from shareholder approval, in accordance with the Relief Regulations. 11

14 In addition to the cash compensation referred to above, our Compensation Committee and Board of Directors further resolved, subject to shareholder approval, to grant each of the proposed external directors 50,000 options to purchase 50,000 Ordinary Shares, so that 16,667 options of which shall be granted on the date of the Meeting, an additional 16,667 options shall be granted on the first anniversary of the Meeting (i.e. on June 11, 2019) and the remaining 16,666 options shall be granted on the second anniversary of the Meeting (i.e. on June 11, 2020), provided each of them is still an external director of the Company at the time of each grant. The options granted each year shall vest on the date of grant. The exercise price shall be equal to the average closing price of the Company's Shares on the Nasdaq Global Market for the period equal to thirty (30) consecutive trading days immediately preceding the date of grant, and in accordance with any other terms and conditions applicable to the "other directors" (as such term is defined in the Remuneration Regulations). All option grants will be made under the Amended and Restated Share Option and RSU Plan and under the Capital Gains Route of Section 102(b)(2) of the Ordinance. The value of the equity grant to each of Messrs. Berger and Sperling equals, at the date of this Proxy Statement, approximately $66,667. The proposed cash compensation and grant of options are in line with the Compensation Policy, according to which, the compensation of our external directors is to be determined and capped in accordance with the Remuneration Regulations. Required Vote The affirmative vote of the holders of a majority of the Ordinary Shares represented and voting at the Meeting in person, by proxy or by proxy card, is required for the election of external directors and for the approval of their equity compensation; provided that, the majority of the shares voted in favor of this proposal are not held by "controlling shareholders" or shareholders with "personal interest" in the approval of such proposal, not taking into account any abstention, or that the total number of shares referred to above voted against this proposal, does not exceed two percent of the aggregate voting rights in the Company. Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if that person has the power to direct the activities of the company, otherwise than by reason of being a director or other office holder of the company, and a person is deemed to have a personal interest if any member of the shareholder s immediate family, or the immediate family of a shareholder s spouse, has a personal interest in the adoption of the proposal. In addition, you are deemed to have a personal interest if a company, other than Ceragon, that is affiliated with you, has a personal interest in the adoption of the proposal. Such company is a company in which you or a member of your immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption of the proposal if your interest in such proposal arises solely from your ownership of our shares, or from a matter that is not related to a relationship with a controlling shareholder. 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 election of Mr. Berger and Mr. Sperling for service as our external directors shall be voted upon separately at the Meeting, each together with his proposed equity grant. 12

15 It is proposed that at the Meeting the following resolutions be adopted: "RESOLVED, that Mr. Avi Berger be, and he hereby is, elected to serve as an external director of the Company in accordance with the Companies Law, for a period of three years to commence on the date of the Meeting; and as part of the consideration for his service as external director, to approve a grant of 50,000 options to purchase 50,000 Ordinary Shares of the Company in accordance with the terms described in this Item 2." "FURTHER RESOLVED, that Mr. Meir Sperling be, and he hereby is, elected to serve as an external director of the Company in accordance with the Companies Law, for a period of three years to commence on the date of the Meeting; and as part of the consideration for his service as external director, to approve a grant of 50,000 options to purchase 50,000 Ordinary Shares of the Company in accordance with the terms described in this Item 2." The Board of Directors recommends a vote FOR approval of the proposed resolutions. Mr. Orgler may be deemed to have personal interest in the proposed resolutions, as subject to shareholders approval of the resolutions under this item, as of the date of the Meeting, his cash compensation shall be adjusted from the "minimum" amounts to the "fixed" amounts (same as to be paid to the Mr. Berger and Mr. Sperling). Accordingly, he refrained from making recommendations with respect thereto. Background ITEM 3 APPROVAL OF AMENDMENTS TO THE COMPANY'S EXECUTIVES & DIRECTORS COMPENSATION POLICY On September 12, 2013, our shareholders, following the recommendation of the Compensation Committee and the Board of Directors, approved the adoption of the Compensation Policy of the Company, which provides a framework for terms of office and employment of our Office Holders, including base salaries, cash bonuses, equity awards, severance and other benefits, the grant of an exemption from liability, insurance, undertaking to indemnify or indemnification. Under the Companies Law, our Compensation Policy must be reviewed from time to time by the Compensation Committee and the Board of Directors, in order to consider its adequacy, and must be reapproved by the Compensation Committee, Board of Directors and shareholders of the company at least every three years. Our Compensation Policy was last approved by our shareholders in August General Further to the review of the Compensation Policy by the Compensation Committee and Board of Directors, and as the Company has gained experience in the implementation of the Compensation Policy during the time that has passed since its adoption and last amendment, our Compensation Committee and Board of Directors have determined that few provisions of the Compensation Policy should be updated, clarified or revised. As part of their review, our Compensation Committee and Board of Directors also considered comparable information with respect to compensation policies of other peer companies, and believe that the proposed amendments to the Compensation Policy are appropriate and suitable to the needs of the Company, and provide a better expression of the desired compensation structure for Office Holders whose compensation is subject to such policy and of the right balance between creating proper incentive for Office Holders, in accordance with the Company's objective of recruiting, retaining and promoting high quality and experienced personnel, and the Company's other best interests. 13

16 The proposed amendments to the Compensation Policy are marked in the revised version of the Compensation Policy attached to this Proxy Statement as Exhibit A (the "Amended Policy"). The two main amendments proposed are as follows (terms and definitions used hereunder are in accordance with the terms and definitions as appear in the Compensation Policy): 1. Section 8.1 it is proposed to allow the Company's Chief Executive Officer to approve non-material changes (i.e. changes not exceeding an amount equal to two monthly base salaries for any calendar year) to the benefits and perquisites, but not to the base salary or variable components, of all Executives, without seeking the approval of the Compensation Committee; provided, however, that such changes are in accordance with the Compensation Policy. 2. Sections IV.2 it is proposed to increase the current cap set for the premium to be paid under our directors and officers ("D&O") liability insurance policy, from $300,000 to an annual premium of up to $400,000, plus an additional annual premium of up to $180,000 for claims associated with M&A transactions. The proposed increase in the premium cap is intended to align such cap to the current trends in the D&O insurance market, which include higher amounts of premium paid with respect to such insurances, due to a significant increase in the number of class-action claims, associated with higher settlement amounts and related legal expenses. This trend is applicable to Israeli companies that are listed on Nasdaq in general, and to us in particular, as we have been served with such class-action claim. Hence, the Compensation Committee and Board of Directors deem this amendment required in order to allow the Company more flexibility in providing its Office Holders with adequate D&O insurance policies, which include premiums that are in line with the current market practice for comparable companies. In addition, the Amended Policy includes few amendments of a clarificatory nature as well as certain deletion of text that was inaccurate or that is currently irrelevant. In light of the foregoing, the Compensation Committee recommended the approval of the Amended Policy and the Board of Directors approved, and recommends that the shareholders approve, the Amended Policy. If the Amended Policy is adopted pursuant to the Companies law, then the date of such amendment shall be deemed to be the date of the adoption of the Amended Policy in its entirety, so that the Amended Policy shall be in full force and effect for a period of three years from the date of the Meeting. If the Amended Policy is not adopted pursuant to the Companies Law, then the current Compensation Policy shall continue to be in full force and effect until August 3, 2018, which is three years from the date it was last approved by our shareholders. Required Vote The affirmative vote of the holders of a majority of the Ordinary Shares represented and voting at the Meeting in person, by proxy or by proxy card, is required for the approval of the Amended Policy; provided that, the majority of the shares voted in favor of this proposal are not held by "controlling shareholders" or shareholders with "personal interest" in the approval of such proposal, not taking into account any abstention, or that the total number of shares referred to above voted against this proposal, does not exceed two percent of the aggregate voting rights in the Company. Please see Item 2 above for the definitions of the terms "controlling shareholders" and "personal interest". 14