Pre-Annual General Meeting Information • Nov 2, 2025
Pre-Annual General Meeting Information
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To: Israel Securities Authority Via the MAGNA system
To: Tel Aviv Stock Exchange Ltd. Via the MAGNA system
November 2, 2025
In accordance with the Companies Law, 5759-1999 (the Companies Law), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the Reporting Regulations), the Companies Regulations (Written Voting and Position Statements), 5766- 2005 (the Written Voting Regulations), and the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000, the Company hereby announces the convening of the Company's Annual General Meeting of the shareholders (the General Meeting). The General Meeting will be held on Monday, December 8, 2025, at 14:00, at the Company's oces, Allied Cities Tower, 26th oor, BIG Fashion Glilot – Ramat Hasharon.
227 of the Companies Law (directors' declarations). The directors' declarations are attached as Appendix A to this report and are also available at the Company's registered oce. For details about the aforementioned directors as required under Regulations 26 and 36B(a)(10) of the Reporting Regulations and their current terms of service (namely, compensation, insurance, exemption, and indemnication as customary in the Company), see Regulation 26, Regulation 21, and Regulation 22 in Part D of the 2024 Annual Report. For details regarding Ms. Eden Kobi Naftali, serving as a director in the Company as of August 17, 2025, see the Company's report from August 18, 2025 (Reference Number: 2025-01-061094), incorporated herein by reference. As of the date of this report, there has been no change in the particulars of the directors as provided in the 2024 Annual Report, nor has there been any change in the particulars of Ms. Eden Kobi Naftali since the publication of said report. As of the report date, Mr. Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin are eligible for directors' compensation for their service according to the maximum amount as set forth in the Second and Third Addenda of the Companies Regulations (Rules regarding Remuneration and Expenses for External Directors), 5760-2000 (the Remuneration Regulations) and according to the Company's equity rating as dened in said regulations, as may be from time to time. It is further claried that the vote on each candidate for reappointment to serve as a director in the Company shall be conducted separately. Proposed resolution: To approve the reappointment of the serving directors of the Company (excluding external directors), as follows: Mr. Eitan Bar Zeev, Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin, for an additional term on the Board of Directors until the end of the next annual General Meeting.
(10) of the Reporting Regulations and regarding their current terms of oce (i.e., compensation, insurance, exemption, and indemnity as customary in the Company), see Regulation 26, Regulation 21, and Regulation 22 in Part D of the 2024 Annual Report. For details about Ms. Eden Kobi Naftali, who has served as a director since August 17, 2025, see the Company's report dated August 18, 2025 (Reference Number: 2025-01-061094), which is incorporated herein by reference. As of the date of this report, there has been no change in the particulars of the directors as presented in the 2024 Annual Report and no change in the particulars of Ms. Eden Kobi Naftali since the publication of said report. As of the date of this report, Mr. Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin are entitled to receive directors' fees for their service according to the maximum amount determined in the Second and Third Addenda to the Companies Regulations (Rules regarding Remuneration and Expenses for External Directors), 5760-2000 (the Remuneration Regulations), and according to the Company's equity rating as dened in those regulations from time to time. It is claried that the vote regarding each candidate for reappointment as a director in the Company will be conducted separately. Proposed resolution: To approve the reappointment of the serving directors of the Company (excluding external directors), as follows: Mr. Eitan Bar Zeev, Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin, for an additional term on the Board of Directors until the end of the next annual General Meeting. (continued)
227 of the Companies Law (directors' declarations). The directors' declarations are attached as Appendix A to this report and are also available at the Company's registered oce. For details about the aforementioned directors as required under Regulations 26 and 36B(a)(10) of the Reporting Regulations and their current terms of service (namely, compensation, insurance, exemption, and indemnication as customary in the Company), see Regulation 26, Regulation 21, and Regulation 22 in Part D of the 2024 Annual Report. For details regarding Ms. Eden Kobi Naftali, serving as a director in the Company as of August 17, 2025, see the Company's report from August 18, 2025 (Reference Number: 2025-01-061094), incorporated herein by reference. As of the date of this report, there has been no change in the particulars of the directors as provided in the 2024 Annual Report, nor has there been any change in the particulars of Ms. Eden Kobi Naftali since the publication of said report. As of the report date, Mr. Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin are eligible for directors' compensation for their service according to the maximum amount as set forth in the Second and Third Addenda of the Companies Regulations (Rules regarding Remuneration and Expenses for External Directors), 5760-2000 (the Remuneration Regulations) and according to the Company's equity rating as dened in said regulations, as may be from time to time. It is further claried that the vote on each candidate for reappointment to serve as a director in the Company shall be conducted separately. Proposed resolution: To approve the reappointment of the serving directors of the Company (excluding external directors), as follows: Mr. Eitan Bar Zeev, Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin, for an additional term on the Board of Directors until the end of the next annual General Meeting.
The general meeting will convene on Monday, December 8, 2025, at 14:00, at the Company's oces, in Allied Cities Tower, 26th oor, BIG Fashion Glilot – Ramat Hasharon.
The legal quorum required for holding the general meeting is the presence of at least one shareholder holding at least twenty ve percent of the voting rights, within half an hour from the scheduled start time of the meeting (legal quorum). No discussion on any matter in the general meeting may begin unless a legal quorum is present within half an hour from the designated time for the start of the meeting. If, at the end of half an hour from the set time for the start of the meeting, a legal quorum is not present, the meeting will be postponed to Monday, December 15, 2025, at the same place and time (the postponed meeting). If at the postponed meeting, a legal quorum as stated is still not present half an hour after its scheduled time, the postponed meeting will be held with any number of participants.
The record date for determining the eligibility of shareholders to vote at the general meeting, according to section 182(b) of the Companies Law and Regulation 3 of the Companies Regulations (Written Voting and Position Statements), 5766-2005, is Monday, November 10, 2025 (the record date). Every shareholder of the Company as of the record date, whether the shares are registered in their name or they hold them via a TASE member, is entitled to participate and vote in the meeting in person or by appointing a proxy to vote.
A shareholder may appoint an attorney-in-fact to vote on their behalf, who does not need to be a shareholder in the Company. The appointment of a representative or attorney-in-fact to attend and vote at the meeting on behalf of the shareholder must be in writing, signed by the shareholder or their duly authorized attorney-in-fact in writing, or, in the case where the appointer is a corporation, the document must bear the binding signatures in accordance with the articles of association of that corporation. If the appointer is a corporation, a lawyer's conrmation that the power of attorney was signed according to the corporation's articles must be attached. A vote pursuant to the conditions of the power of attorney will be valid even if the appointer dies beforehand, is declared bankrupt, incapacitated, revokes the letter of appointment, or transfers the share relating to which it was given, or, if a corporation, is put into liquidation or receivership, unless written notice of such a change is received by the oce at least one day before the meeting, or at the place of the meeting immediately before the meeting.
227 of the Companies Law (declarations of the directors). The directors' declarations are attached as Appendix A to this report and may also be reviewed at the Company's registered oce. For details regarding the aforementioned directors as required under Regulations 26 and 36B(a)(10) of the Reporting Regulations and their current terms of oce (namely, compensation, insurance, exemption, and indemnication as customary in the Company), see Regulation 26, Regulation 21, and Regulation 22 in Part D of the periodic report for 2024. For details about Ms. Eden Kobi Naftali, who has served as a director in the Company as of August 17, 2025, see the Company's report dated August 18, 2025 (Reference Number: 2025- 01-061094), incorporated into this report by reference. As of the date of this report, there has been no change in the particulars of the directors as presented in the periodic report for 2024, nor any change in the particulars of Ms. Eden Kobi Naftali since the publication of the aforementioned report. As of this report date, Mr. Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin are eligible for directors' compensation for their service according to the maximum amount as prescribed in the Second and Third Addenda of the Companies Regulations (Rules regarding Remuneration and Expenses for External Directors), 5760-2000 (Remuneration Regulations) and according to the Company's equity rating as dened in those regulations, as may be from time to time. It is claried that the vote on each candidate for reappointment as a director in the Company will be conducted separately. Proposed resolution: To approve the reappointment of the serving directors of the Company (excluding external directors), as follows: Mr. Eitan Bar Zeev, Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin, for an additional term as members of the board of directors until the end of the next annual general meeting.
227 of the Companies Law (directors' declarations). The directors' declarations are attached as Appendix A to this report and are also available at the Company's registered oce. For details about the aforementioned directors as required under Regulations 26 and 36B(a)(10) of the Reporting Regulations and their current terms of service (namely, compensation, insurance, exemption, and indemnication as customary in the Company), see Regulation 26, Regulation 21, and Regulation 22 in Part D of the 2024 Annual Report. For details regarding Ms. Eden Kobi Naftali, serving as a director in the Company as of August 17, 2025, see the Company's report from August 18, 2025 (Reference Number: 2025-01-061094), incorporated herein by reference. As of the date of this report, there has been no change in the particulars of the directors as provided in the 2024 Annual Report, nor has there been any change in the particulars of Ms. Eden Kobi Naftali since the publication of said report. As of the report date, Mr. Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin are eligible for directors' compensation for their service according to the maximum amount as set forth in the Second and Third Addenda of
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
the Companies Regulations (Rules regarding Remuneration and Expenses for External Directors), 5760-2000 (the Remuneration Regulations) and according to the Company's equity rating as dened in said regulations, as may be from time to time. It is further claried that the vote on each candidate for reappointment to serve as a director in the Company shall be conducted separately. Proposed resolution: To approve the reappointment of the serving directors of the Company (excluding external directors), as follows: Mr. Eitan Bar Zeev, Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin, for an additional term on the Board of Directors until the end of the next annual General Meeting.
Opening of the meeting. A letter of appointment of an attorney-in-fact and a power of attorney or other certicate (if applicable), or a notarized copy veried by a notary or attorney, must be deposited at the company's oces up to 48 hours before the time of the general meeting. According to the Companies Regulations (Proof of Share Ownership for Voting at the General Meeting), 5760-2000, a shareholder of the company whose shares are registered with a TASE member and those shares are included among the shares registered in the shareholders registry in the company's name for records, may participate at the above general meeting, either in person or via an agent for voting, only if the company is provided with an original conrmation from the TASE member with whom the shares are registered, regarding their ownership of the company shares at the record date (to be received from that TASE member), in accordance with the form in the appendix to the aforementioned regulations (ownership conrmation). A shareholder whose shares are registered with a TASE member is entitled to receive the ownership conrmation from the TASE member through which he holds his shares, at the branch of the TASE member or by mail to his address for the cost of postage only if he requests so. A request for this must be made in advance for a specic securities account. Also, an unregistered shareholder may instruct the TASE member that his ownership conrmation be forwarded to the company via the electronic voting system. Furthermore, a shareholder is entitled to vote at the general meeting via a voting ballot (the voting ballot). Voting in writing shall be carried out via the second part of the voting ballot attached to this report. The voting ballot through which votes may be cast regarding the resolution and position statements as dened in section 88 of the Companies Law, if such are given, can be viewed on the distribution website and on the website of the stock exchange. Any shareholder may contact the company directly and obtain from it the text of the voting ballot and position statements (if any are given). The TASE member will send, free of charge, by email, a link to the text of the voting ballot and position statements (if any), on the distribution website, to any shareholder not registered in the shareholders registry and whose shares are registered with said TASE member, unless the shareholder has notied that he is not interested, provided that the notice was given for a specic securities account and prior to the record date. The voting ballot and the documents to be attached to it as detailed in the voting ballot must be submitted to the company's oces (including by registered mail), along with the ownership conrmation (and for a registered shareholder – a copy of an ID card, passport, or certicate of incorporation, as applicable) up to four (4) hours before the scheduled time of the general meeting. For this purpose, the time of submission is when the voting ballot and its attached documents reach the company's oces. The last date for submitting position statements to the company by the shareholders is up to ten (10) days before the meeting date. A shareholder/s holding at least one percent (1%) of the voting rights at the general meeting may request that the board of directors add a topic to the agenda of the general meeting. Such a request must be delivered to the company up to seven (7) days after publication of the meeting notice (last date to submit a request). For this purpose, the date of submission is when the request and the documents attached reach the company's oces. If the company's board of directors nds that the requested subject is appropriate for discussion at the meeting, the company shall publish a revised announcement as stated in Regulation 5B of the Notication and Announcement Regulations (including a revised voting ballot) no later than seven (7) days after the latest date to submit requests. An unregistered shareholder is also entitled to vote for approval of any of the resolutions on the agenda through an electronic voting ballot that will be transmitted to the company via the electronic voting system operating according to Chapter G2 of the Securities Law, 5728-1968 (electronic voting ballot). Voting by electronic voting ballot will be possible from the end of the record date until six (6) hours before the time set for the general meeting.
227 of the Companies Law (directors' declarations). The directors' declarations are attached as Appendix A to this report and are also available at the Company's registered oce. For details about the aforementioned directors as required under Regulations 26 and 36B(a)(10) of the Reporting Regulations and their current terms of service (namely, compensation, insurance, exemption, and indemnication as customary in the Company), see Regulation 26, Regulation 21, and Regulation 22 in Part D of the 2024 Annual Report. For details regarding Ms. Eden Kobi Naftali, serving as a director in the Company as of August 17, 2025, see the Company's report from August 18, 2025 (Reference Number: 2025-01-061094), incorporated herein by reference. As of the date of this report, there has been no change in the particulars of the directors as provided in the 2024 Annual Report, nor has there been any change in the particulars of Ms. Eden Kobi Naftali since the publication of said report. As of the report date, Mr. Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin are eligible for directors' compensation for their service according to the maximum amount as set forth in the Second and Third Addenda of the Companies Regulations (Rules regarding Remuneration and Expenses for External Directors), 5760-2000 (the Remuneration Regulations) and according to the Company's equity rating as dened in said regulations, as may be from time to time. It is further claried that the vote on each candidate for reappointment to serve as a director in the Company shall be conducted separately. Proposed resolution: To approve the reappointment of the serving directors of the Company (excluding external directors), as follows: Mr. Eitan Bar Zeev, Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin, for an additional term on the Board of Directors until the end of the next annual General Meeting.
| Name of Signatory | Position |
|---|---|
| Assaf Nagar |
Deputy CEO and Responsible for the Finance Sector in the Company |
Sincerely, BIG Shopping Centers Ltd.
227 of the Companies Law (directors' declarations). The directors' declarations are attached as Appendix A to this report and are also available at the Company's registered oce. For details about the aforementioned directors as required under Regulations 26 and 36B(a)(10) of the Reporting Regulations and their current terms of service (namely, compensation, insurance, exemption, and indemnication as customary in the Company), see Regulation 26, Regulation 21, and Regulation 22 in Part D of the 2024 Annual Report. For details regarding Ms. Eden Kobi Naftali, serving as a director in the Company as of August 17, 2025, see the Company's report from August 18, 2025 (Reference Number: 2025-01-061094), incorporated herein by reference. As of the date of this report, there has been no change in the particulars of the directors as provided in the 2024 Annual Report, nor has there been any change in the particulars of Ms. Eden Kobi Naftali since the publication of said report. As of the report date, Mr. Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin are eligible for directors' compensation for their service according to the maximum amount as set forth in the Second and Third Addenda of the Companies Regulations (Rules regarding Remuneration and Expenses for External Directors), 5760-2000 (the Remuneration Regulations) and according to the Company's equity rating as dened in said regulations, as may be from time to time. It is further claried that the vote on each candidate for reappointment to serve as a director in the Company shall be conducted separately. Proposed resolution: To approve the reappointment of the serving directors of the Company (excluding external directors), as follows: Mr. Eitan Bar Zeev, Israel Yaakobi, Daniel Naftali, Eden Kobi Naftali, and Doron Brin, for an additional term on the Board of Directors until the end of the next annual General Meeting.
Directors' Declarations
[Attached as a separate le]
Sincerely, BIG Shopping Centers Ltd.
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