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Ceragon shareholders reject Aviat's takeover

ROSH HA'AYIN, Israel – Ceragon Networks Ltd. (NASDAQ: CRNT) (the "Company", "Ceragon", "we", "us" or "our"), a global innovator and leading solutions provider of 5G wireless transport, today announced that shareholders have overwhelmingly rejected ALL proposals set forth by Aviat Networks, Inc. (NASDAQ: AVNW) at the Company's 2022 Extraordinary General Meeting ("EGM").

Ceragon issued the following statement:

We appreciate the significant support that our Board received from our shareholders. While preparing for the EGM, we have had the opportunity to speak directly with many of our shareholders to discuss Aviat's indication of interest as well as Ceragon's strategy and performance. We are pleased that our shareholders rejected Aviat's attempts to take control of our Board. We believe Ceragon has significant business momentum and upside, and we look forward to putting this proxy contest behind us. As we indicated many times, our Board is focused on maximizing value for all shareholders and remains open to any potential transaction that delivers full, fair and certain value to Ceragon shareholders including a combination with Aviat.

At the EGM, at least ~80% of the shares cast on the Company's white proxy card voted AGAINST ALL of Aviat's proposals, and more than 90% voted against most of Aviat's proposals. While the gold proxy card has no legal basis, even combined results, of both the white and gold proxy cards, show that at least ~63% of the shares cast voted AGAINST ALL of Aviat's proposals, and ~75% voted against most of Aviat's proposals. We would also note that Aviat's director nominees received support from less than 15% of total shares outstanding, and less than 10% of total shares outstanding excluding Aviat's stake, on both cards combined.

Today's outcome reinforces that Ceragon shareholders recognize that Aviat's indication of interest significantly undervalues Ceragon and that Aviat's attempts to take control of the Ceragon Board are not in the best interest of Ceragon shareholders.

Evercore is serving as financial advisor and Shibolet & Co. and Latham & Watkins LLP are serving as legal advisors to Ceragon.

Ceragon Networks

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