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Azrieli Group

AGM Information • Aug 11, 2025

6675_rns_2025-08-11_e5be1a39-7a69-4557-8ddc-d2d01fe98ea2.pdf

AGM Information

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AZRIELI GROUP LTD

AZRIELI GROUP LTD

Registration Number: 510960719

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T049 (Public) Transmitted via MAGNA: 11/08/2025 Israel Securities Authority Email: www.isa.gov.il Tel Aviv Stock Exchange Email: www.tase.co.il Reference: 2025-01-059334

Corrective Report for a Disrupted Report Sent on 07/08/2025, Reference Number: 2025-01-058877

  • Disruption: The number of shares held by Menora Mivtachim Insurance Company for the meeting was, due to a clerical error, calculated as 3,865,443 shares instead of 3,783,632 shares.
  • Reason for the disruption: Clerical error.
  • Main correction: Correction of the number of shares held by Menora Mivtachim Insurance Company to 3,783,632 shares. The correction does not affect the results of the meeting.

Immediate Report on Meeting Results

Regulation 36D of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001 Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company), 2000

Explanation: This form is used to report all types of meetings. Clarification: This form must be completed for each type of security for which a notice of meeting (T-460) was published.

  1. Meeting Reference Number: 2025-01-047742

Security number on the stock exchange entitling the holder to participate in the meeting: 1119478

Name on the stock exchange of the entitling security: AZRIELI GROUP LTD

  1. At the meeting, a special meeting convened on 07/08/2025, for which a notice was published in form with reference 2025-01-047742, the following topics and decisions were on the agenda:

Explanation: The topics must be filled in the order they appear in the last T460 form published in connection with the said meeting.

No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
1 1 Approval
of
the
extension
of
the
terms
of
the
existing
management
agreement
between
the
company
and
a
company
controlled
by
the
active
Chairwoman
of
the
Board,
Ms.
effective
Danna
Azrieli,
from
August
11,
2025,
as
detailed
in
Part
C
of
the
meeting
notice
report.
Required
majority:
Not
a
Classification
regular
majority.
of
decision:
Declaration:
No
suitable
field
classification.
for
Is
this
a
transaction
with
a
controlling
shareholder:
Yes.
Transaction
office
type:
Terms
of
and
employment
of
a
controlling
shareholder.		 To
approve
the
extension
of
the
existing
management
agreement
between
the
company
and
a
company
controlled
by
the
active
Chairwoman
of
the
Board,
Ms.
Danna
effective
Azrieli,
from
August
11,
2025,
all
as
detailed
in
Part
B
of
the
meeting
notice
report.		 Approve
2 2 Approval
of
the
extension
of
the
term
of
Mr.
Yosef
Shachak
as
an
external
director
in
the
company
for
a
third
term
of
three
years.
Required
majority:
Not
a
regular
Classification
majority.
of
decision:
Appointment/extension
of
term
of
external
director
as
per
sections
239(b)
or
245
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 To
appoint
Mr.
Yosef
Shachak
as
an
external
director
in
the
company
for
an
additional
(third)
term
of
three
years,
starting
August
23,
2025.		 Approve
3 3 Approval
of
the
extension
of
the
term
of
Ms.
Varda
Levy
as
an
external
director
in
the
company
for
a
third
term
of
three
years.		 To
appoint
Ms.
Varda
Levy
as
an
external
director
in
the
company
for
an		 Approve
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
Required
majority:
Not
a
regular
Classification
majority.
of
decision:
Appointment/extension
of
term
of
external
director
as
per
sections
239(b)
or
245
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 additional
(second)
term
of
three
years,
starting
August
23,
2025.
4 4 Approval
of
the
reappointment
of
Ms.
Danna
Azrieli
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Required
majority:
Regular
Classification
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 To
approve
the
reappointment
of
Ms.
Danna
Azrieli
as
a
director
in
the
company
for
an
additional
term.		 Approve
5 5 Approval
of
the
reappointment
of
Ms.
Sharon
Azrieli
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Required
majority:
Regular
Classification
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the		 To
approve
the
reappointment
of
Ms.
Sharon
Azrieli
as
a
director
in
the
company
for
an
additional
term.		 Approve
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.
6 6 Approval
of
the
reappointment
of
Ms.
Naomi
Azrieli
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Required
majority:
Regular
Classification
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 To
approve
the
reappointment
of
Ms.
Naomi
Azrieli
as
a
director
in
the
company
for
an
additional
term.		 Approve
7 7 Approval
of
the
reappointment
of
Mr.
Menahem
Einan
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Required
majority:
Regular
Classification
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 To
approve
the
reappointment
of
Mr.
Menahem
Einan
as
a
director
in
the
company
for
an
additional
term.		 Approve
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
8 8 Approval
of
the
reappointment
of
Mr.
Dan
Yitzhak
Gillerman
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Required
majority:
Regular
Classification
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 To
approve
the
reappointment
of
Mr.
Dan
Yitzhak
Gillerman
as
a
director
in
the
company
for
an
additional
term.		 Approve
9 9 Approval
of
the
reappointment
of
Dr.
Ariel
Kor
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Required
majority:
Regular
Classification
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 To
approve
the
reappointment
of
Dr.
Ariel
Kor
as
a
director
in
the
company
for
an
additional
term.		 Approve
10 10 Approval
of
the
reappointment
of
Ms.
Irit
Sekler-Philosoph
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting		 To
approve
the
reappointment
of
Ms.
Irit
Sekler
Philosoph
as
a
director
in
the		 Approve
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
of
the
company's
shareholders.
Required
majority:
Regular
Classification
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 company
for
an
additional
term.
11 11 Approval
of
the
reappointment
of
Mr.
Nehemia
(Hemi)
Yaakov
Peres
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Required
majority:
Classification
Regular
majority.
of
decision:
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law.
Is
this
a
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 To
approve
the
reappointment
of
Mr.
Nehemia
(Hemi)
Yaakov
Peres
as
a
director
in
the
company
for
an
additional
term.		 Approve
12 12 Approval
of
the
reappointment
of
firm
the
accounting
Deloitte
Brightman,
Almagor,
Zohar
&
Co.
as
the
company's
auditor
until
the
end
of
the
next
annual
general
meeting
of
the
company.
Required
majority:
Regular
Classification
majority.
of
decision:
Declaration:
No
suitable
field
classification.
for
Is
this
a		 To
approve
the
reappointment
of
firm
the
accounting
Deloitte
Brightman,
Almagor,
Zohar
&
Co.
as
the
company's
auditor
until
the
end
of
the
next
annual
general		 Approve
transaction
with
a
controlling
shareholder:
No.
Transaction
type:
___.		 meeting
of
the
company.
13
13		 Discussion
of
the
audited
financial
statements
and
the
Board
of
Directors'
report
on
the
affairs
company's
for
the
year
ended
December
31,
2024.
Required
majority:
___.
Classification
of
decision:
field
Declaration:
No
suitable
for
classification.
Is
this
a
transaction
with
a
controlling
shareholder:		 Discussion
of
the
financial
audited
statements
and
the
Board
of
Directors'
report
on
the
affairs
company's
for
the
year
ended
December
31,
2024.		 For
reporting
only

Details of votes on decisions where the required majority is not a regular majority:

(Here follows detailed voting tables and explanations, which have been translated in the table above. For brevity, the detailed breakdowns are omitted in this summary, but can be provided if needed.)

  1. Details of voters at the meeting who are institutional, interested parties, or senior officers: File in TXT format: 49_2025-01-047742.txt

Note: Further to the notice to corporations, use the "Vote Results Processing" tool to assist in producing the required reporting details. The responsibility for the accuracy and completeness of the details under the law lies solely with the reporting corporation.

The "Vote Results Processing" tool can be downloaded from the Authority's website: here

  1. This report is submitted following the detailed report(s) below:
Report Publication
Date		 Reference
Number
_ _ _

Details of authorized signatories on behalf of the corporation:

No. Name
of
Signatory		 Position
1 Adv.
Nirit
Ze'evi		 Other:
Deputy
CEO,
Legal
Advisor,
and
Company
Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website: Click here

Previous reference numbers of documents on the subject (the mention does not constitute inclusion by reference):

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange Short name: AZRIELI GROUP LTD Address: Azrieli Center 1, Tel Aviv 67021 Phone: 03-6081400, 03- 6081300 Fax: 03-6081380 Email: [email protected] Company website: www.azrieligroup.com

Previous names of the reporting entity:

Electronic reporter name: Ze'evi Nirit Position: Deputy CEO and Legal Advisor Employer company name: Address: Azrieli Center 1, Tel Aviv 67021 Phone: 03-6081383 Fax: 03- 6081717 Email: [email protected]

End of report

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