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Africa Israel Residences Ltd.

AGM Information • Aug 11, 2025

6625_rns_2025-08-11_708c531c-2fd1-42aa-bbb0-ab907f10b6b6.pdf

AGM Information

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AFRICA ISRAEL RESIDENCES LTD.

Registry Number: 520034760

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T049 (Public) Sent via MAGNA: 11/08/2025 Israel Securities Authority Website: www.isa.gov.il Tel Aviv Stock Exchange Website: www.tase.co.il Reference: 2025-01-059500

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 meeting notice (T-460) was published.

1. Meeting Identifier: 2025-01-046488

Security number on the stock exchange that entitled the holder to participate in the meeting: 1097948 Name on the stock exchange of the entitled security: AFRICA ISRAEL RESIDENCES LTD.

At the meeting: Special Meeting Which convened on: 11/08/2025 Notice of its convening was published in form with reference: 2025-01-057201

The topics and decisions raised on the agenda:

Explanation: The topics must be listed in the order they appeared in the last T460 meeting notice 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 Summary
of
the
topic:
Entering
into
an
agreement
with
DANYA
CEBUS
LTD.
under
which
DANYA
CEBUS
LTD.
will
provide
contracting
services
for
the
"Semel
North"
project.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(w)):
Declaration:
No
field
suitable
for
classification
Is
this
a
transaction
with
a
controlling
shareholder:
Yes
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
A
transaction
between
the
company
and
its
controlling
shareholder
as
stated
in
sections
275
and
320(w)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
Other		 To
approve
the
company's
engagement
with
DANYA
CEBUS
LTD.
(hereinafter:
"DANYA
CEBUS
LTD."),
a
company
controlled
by
AFRICA
ISRAEL
INVESTMENTS
LTD.,
the
controlling
shareholder
of
the
company
(hereinafter:
"AFRICA
INVESTMENTS"),
in
an
agreement
with
DANYA
CEBUS
LTD.
under
which
DANYA
CEBUS
LTD.
will
provide
contracting
services
for
the
continued
construction
of
226
residential
units
(including
Shabas
addition)
in
a
48-
story
building
(excluding
floors)
technical
and
31
residential
units
in
a
7-story
urban
building
(excluding
floor),
technical
with
a
total
area
of
approx.
26,500
sq.m.,
above
4
levels
of
underground
parking
with
an
area
of
16,500
sq.m.
and
a
public
building
with
an
area		 Approve
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
of
approx.
1,800
sq.m.
(hereinafter:
the
"Services"
and
the
"Semel
North
Project",
respectively).
In
consideration
for
the
services,
DANYA
CEBUS
LTD.
will
be
entitled
to
a
lump
sum
payment
of
approx.
NIS
398
million,
linked
to
the
Construction
Input
Index
for
January
2025
published
in
February
2025
(as
of
the
report
date,
approx.
NIS
402.35
million),
plus
VAT
as
required
by
law,
all
as
detailed
in
section
2
of
the
meeting
notice
report.
2 2 Summary
of
the
topic:
Engagement
of
AFRICA
URBAN
RENEWAL
LTD.
in
an
agreement
with
DANYA
CEBUS
LTD.
under
which
DANYA
CEBUS
LTD.
will
provide
contracting
services
for
the
"Savyonim
Hashmura"
project.
Type
of
majority
required
for
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(w)):
Declaration:
No
field
suitable
for
classification
Is
this
a
transaction
with
a
controlling
shareholder:
Yes
A
transaction
between
the
company
and
its
controlling
shareholder
as
stated
in
sections
275
and
320(w)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
Other		 To
approve
the
engagement
of
AFRICA
URBAN
RENEWAL
LTD.
(hereinafter:
"AFRICA
URBAN
RENEWAL"),
in
a
contracting
agreement
with
DANYA
CEBUS
LTD.
(hereinafter:
"Savyonim		 Approve
No. Agenda
Item
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
Hashmura
Project
Contracting
Agreement"),
a
company
controlled
by
AFRICA
INVESTMENTS,
under
which
DANYA
CEBUS
LTD.
will
provide
contracting
services
in
the
"Savyonim
–
Hashmura"
project
Zalman
Shneor
in
Netanya,
for
the
construction
of
256
residential
units
in
two
floors
towers
of
22
each,
with
a
total
main
area
of
approx.
27,247
sq.m.,
an
underground
parking
lot
of
approx.
11,165
sq.m.,
378
sq.m.
main
public
building,
and
112
sq.m.
main
commercial
areas
(together,
hereinafter:
"Contracting
Services"),
constituting
phase
A
of
the
Hashmura
project
(hereinafter:
"Savyonim
Hashmura
Project").
In
consideration
for
the
contracting
services,
DANYA
CEBUS
LTD.
will
be
entitled
to
a
lump
sum
payment
of
approx.
NIS
265.9
million,
linked
to
the
Construction
Input
Index
for
February
2025
published
in
March
2025
(as
of
the
report
date,
approx.
NIS
267.64
million),
plus
VAT
as
required
by
law,
all
as
detailed
in
section
2
of
the
meeting
notice
report.

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

1. Summary of the topic:

Entering into an agreement with DANYA CEBUS LTD. under which DANYA CEBUS LTD. will provide contracting services for the "Semel North" project.

The meeting decided: Approve

The decision concerns the topic: Other

Quantity Votes
For		 Votes
Against
Total
voting
rights		 12,665,583
Shares/securities
that
participated
in
the
vote		 12,158,210.18
Shares/securities
counted
for
the
vote		 12,158,210.18 Quantity:
12,158,210.18
Percentage:
100%		 Quantity:
0
Percentage:
0%
Shares/securities
that
participated
classified
and
were
not
as
having
a
personal
interest
(1)		 5,023,887.18 Quantity:
5,023,887.18
Percentage
(2):
100%		 Quantity:
0
Percentage
(2):
0%

General: The percentage is always relative to the "Quantity" column in the same row. (1) The number of shares/securities that participated in the vote and were not classified as shares whose holders have a personal interest or shares held by the controlling shareholder, and regarding the appointment of external directors, are not personally interested in the approval of the appointment, except for a personal interest not resulting from connections with the controlling shareholder.

(2) The percentage of votes for/against approval of the transaction out of the total voters who are not personally interested in the transaction / are not controlling shareholders or personally interested in the approval of the appointment, except for a personal interest not resulting from connections with the controlling shareholder.

Percentage
of
votes
for
approval
of
the
transaction
out
of
the
total
voters
who
are
not
controlling
shareholders
of
the
company
/
are
not
personally
interested
in
the
approval
of
the
decision:
100%

Percentage of voters against out of the total voting rights in the company: 0%

Explanation: _________

The company classified a shareholder who voted against the transaction as having a personal interest: No

The company classified a shareholder not according to the classification he classified himself: No

2. Summary of the topic:

Engagement of AFRICA URBAN RENEWAL LTD. in an agreement with DANYA CEBUS LTD. under which DANYA CEBUS LTD. will provide contracting services for the "Savyonim Hashmura" project.

The meeting decided: Approve

The decision concerns the topic: Other

Quantity Votes
For		 Votes
Against
Total
voting
rights		 12,665,583
Shares/securities
that
participated
in
the
vote		 12,158,210.18
Shares/securities
counted
for
the
vote		 12,158,210.18 Quantity:
12,158,210.18
Percentage:
100%		 Quantity:
0
Percentage:
0%
Shares/securities
that
participated
classified
and
were
not
as
having
a
personal
interest
(1)		 5,023,887.18 Quantity:
5,023,887.18
Percentage
(2):
100%		 Quantity:
0
Percentage
(2):
0%

General: The percentage is always relative to the "Quantity" column in the same row. (1) The number of shares/securities that participated in the vote and were not classified as shares whose holders have a personal interest or shares held by the controlling shareholder, and regarding the appointment of external directors, are not personally interested in the approval of the appointment, except for a personal interest not resulting from connections with the controlling shareholder.

(2) The percentage of votes for/against approval of the transaction out of the total voters who are not personally interested in the transaction / are not controlling shareholders or personally interested in the approval of the appointment, except for a personal interest not resulting from connections with the controlling shareholder.

Percentage of votes for approval of the transaction out of the total voters who are not controlling shareholders of the company / are not personally interested in the approval of the decision: 100%

Percentage of voters against out of the total voting rights in the company: 0%

Explanation: _________

The company classified a shareholder who voted against the transaction as having a personal interest: No

The company classified a shareholder not according to the classification he classified himself: No

3. Details of voters in the meeting who are institutional, interested parties, or senior officers:

File in TXT format: 49_2025-01-046488.txt

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

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

4. This report is submitted following the detailed report(s) below:

Report
Type		 Publication
Date		 Reference
Number
Original 29/06/2025 2025-01-046488
Amendment 31/07/2025 2025-01-057201

Details of authorized signatories on behalf of the corporation:

No. Name
of
Signatory		 Position
1 Eran
Shuster,
Adv.		 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

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange Short name: AFRICA ISRAEL RESIDENCES LTD. Address: Yoni Netanyahu 1G, Or Yehuda 60250 Phone: 03-7402500, 03-5119340 Fax: 03-5119301 Email: [email protected] Company website: www.africa-israel.co.il/megurim

Previous names of the reporting entity: AFRICA ISRAEL RESIDENCES LTD.

Electronic reporter name: Eran Shuster Position: Company Secretary Employer company name: Weksler, Bergman & Co., Advocates Address: Yehuda Halevi 23, Tel Aviv 65136 Phone: 03-5119340 Fax: 03-5119394 Email: [email protected]

Form structure update date: 06/08/2024

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