Pre-Annual General Meeting Information • Dec 4, 2025
Pre-Annual General Meeting Information
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The immediate report to which this ballot serves as an appendix shall be referred to hereinafter as the convening report.
Thursday, January 8, 2026, at 15:00 in the Company's meeting room at the Haifa Renery, HaHistadrut Blvd., Haifa 3100001.
Hozman-Bechor serves on the following board committees: the Audit and Balance Committee, the Compensation Committee, the Existing Operations Investment Committee, the Innovation Committee, and the Government Liaison Committee.
The candidate has provided the company with a declaration as required according to Sections 224B and 241 of the Companies Law, attached as Appendix A to the meeting convening report, whereby the candidate declared that the qualication conditions for appointment as an external director specied in Section 240(b) to (v) of the Companies Law are met.
For details regarding the terms of oce and employment of Ms. Hozman-Bechor, see Section 1.1 of the meeting convening report.
To appoint Ms. Orna Hozman-Bechor for a second three-year term as an external director in the Company, effective from the end of her current term, namely January 16, 2026, including approval of the terms of her oce and employment as detailed in the meeting convening report.
It is proposed to approve the renewal of the Company's engagement with Mr. Alex Pesel, a serving director in the Company and one of its controlling shareholders, ¹ under a service agreement, in addition to the director's compensation paid to him.
For details, see Section 2 of the meeting convening report.
¹ Mr. Pesel is one of the controlling shareholders in the company, by virtue of being one of the holders of the controlling permit in the company.
To approve the renewal of the Company's engagement with Mr. Alex Pesel under a service agreement, for consideration that is in addition to the director's remuneration paid to him, as detailed in section 2 of the meeting invitation report, for a period of three years, commencing on 1.1.2026.
On 27.11.2025, the CEO of the Company notied the Board of Directors of his intention to end his term. Accordingly, the Board of Directors appointed Mr. Rafael Maman to serve as CEO of the Company starting from 1.2.2026. Accordingly, it is proposed to approve the terms of Mr. Maman's service as CEO, as detailed in section 3 of the meeting invitation report.
To approve the terms of service of Mr. Maman as CEO of the company, for a 100% full-time position, as detailed in section 3 of the meeting invitation report, and to determine that the CEO will be entitled to be included in the indemnication, exemption, and insurance arrangements for the liability of directors and ocers as customary in the company, as may be from time to time, subject to the law.
4.
The meeting invitation report and the full text of the resolutions on the agenda of the General Assembly may be examined at the Company's oces, at Histadrut Street, Haifa, during normal working hours, and after prior coordination by phone at 04-8788135, until the date of the General Assembly. In addition, the meeting invitation report, the voting document, and position statements as dened in section 88 of the Companies Law, if provided, can be reviewed on the distribution website and the internet site of the stock exchange, as mentioned in section 13 below.
5.
5.1 The majority required for the approval of the resolution detailed in section 3.1 above, in accordance with section 239(b) of the Companies Law, is a majority of the votes of the shareholders present at the meeting who are entitled to vote and have voted at the meeting, provided that one of the following is fullled:
A.
In the count of the majority votes at the General Assembly, a majority out of all the votes of the shareholders who are neither controlling shareholders of the Company nor have a personal interest in approving the appointment, except for a personal interest not resulting from relations with a controlling shareholder, shall be included, who participated in the vote; in the count of all such shareholders' votes, abstentions shall not be counted.
Among all such shareholders' votes, abstentions shall not be counted.
B.
The total number of opposing votes from among the shareholders mentioned in subsection A above does not exceed two percent (2%) of all the voting rights in the Company.
5.2 The majority required for the approval of the proposed resolution in section 3.2 above, according to the Companies Law, is a majority of the votes of the shareholders present and participating in the vote, provided that one of the following is fullled:
A.
In the count of the majority votes at the General Assembly, a majority out of all the votes of the shareholders who are neither controlling shareholders nor have a personal interest in approving the resolution, except for a personal interest not resulting from a relationship with a controlling shareholder, shall be included, who participated in the vote; in the count of all such shareholders' votes, abstentions shall not be counted.
Among all such shareholders' votes, abstentions shall not be counted.
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.
B.
The total number of opposing votes from among the shareholders mentioned in subsection A above does not exceed two percent of all the voting rights in the Company.
5.3 The majority required to approve the resolution detailed in section 3.3 above is in accordance with the provisions of section 267A(b) of the Companies Law, according to which an ordinary majority of all shareholder votes present and participating in the meeting, either in person, by proxy, by written ballot, or by electronic voting, is required, provided that one of the following is met:
A.
In counting the majority votes in the meeting, a majority from among all votes of shareholders who are not controlling shareholders or have a personal interest in the approval of the compensation policy, participating in the vote, shall be included; abstaining votes of such shareholders will not be counted in the total votes; provisions of section 276 of the Companies Law shall apply, with necessary amendments, to any person who has a personal interest.
B.
The total opposing votes among the shareholders mentioned in subsection A above shall not exceed two percent (2%) of all voting rights in the company.
6.
According to section 182(c) of the Companies Law and regulation 3 of the Companies Regulations (Written Voting and Position Statements), 2005, the determining date for entitlement to participate and vote at the general meeting is Thursday, December 11, 2025 (the determining date).
Any shareholder of the company on the determining date, whether the shares are registered in their name or held through a Stock Exchange member, is entitled to participate and vote at the said meeting either in person or by proxy for voting.
7.
A shareholder is entitled to vote at the meeting in person, by proxy, and by means of this written ballot (written ballot). In addition, according to section 177(1) of the Companies Law (i.e. – a person to whose credit a share is registered at a Stock Exchange member and that share is among the shares registered in the register of shareholders in the name of the Registration Company (Unregistered Shareholder)), is also entitled to vote by means of an electronic ballot that will be forwarded to the company via the electronic voting system operating according to Chapter Z2 Mark B of the Securities Law, 1968 (electronic voting, electronic voting system, and electronic ballot, as applicable). According to the provisions of section 83(d) of the Companies Law, if a shareholder casts a vote by more than one method, the later vote will be counted; in this context, a vote in person or by proxy will be considered later than a vote by written ballot.
8.
8.1
A shareholder participating in the vote on a resolution on the agenda of the general meeting as detailed in sections 3.1, 3.2, 3.3 above must notify the company prior to voting at the general meeting (or, if the vote is by means of a written ballot and/or proxy and/or electronic ballot, must check in part two of the written ballot and/or the electronic ballot, in the designated place, and/or in the power of attorney), whether he or she has a personal interest in approving the resolutions.
8.2
Part B of this written ballot is allocated for marking the existence or absence of an aliation or other characteristic of the shareholder as mentioned. It is claried that anyone who did not mark the existence or absence of an aliation or other characteristic as specied or marked such and did not describe the nature of the link, his or her vote will not be counted in the vote tally.
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.
In addition, a shareholder who wishes to participate in the vote must notify the company, including by marking the appropriate place in the written ballot, the electronic ballot and/or the proxy, whether he or she is an interested party in the company, a senior ocer, or an institutional investor, as the case may be.
9.
Company oces at Sderot HaHistadrut, Haifa 3100001, if not submitted via the electronic voting system.
The nal date for submitting position statements to the company is up to ten (10) days before the general meeting, i.e., until December 29, 2025. The nal date for submitting the Board of Directors' response to the position statements is up to ve (5) days before the meeting, i.e., until January 3, 2026.
The distribution website of the Israel Securities Authority: www.magna.isa.gov.il (the distribution website of the Israel Securities Authority); the website of the Tel-Aviv Stock Exchange Ltd.: maya.tase.co.il (the stock exchange website).
There may be changes to the agenda of the general meeting after the publication of the ballot, including the addition of an item to the agenda, and position statements may also be published. The updated agenda and subsequently published position statements can be viewed in the company's reports on the distribution website of the Israel Securities Authority.
In accordance with Section 66(b) of the Companies Law, a shareholder or shareholders holding at least one percent (1%) of the voting rights in the general meeting may request the board of directors to include an item on the agenda of the general meeting, provided the item is suitable for discussion at the general meeting. If such a request is made, items may be added to the agenda and their details will be published on the distribution website of the Israel Securities Authority and on the stock exchange website.
The last date for submitting a shareholder's request to include an item on the agenda of the general meeting is up to seven (7) days after the date of convening the meeting.
A shareholder is entitled, up to 24 hours before the scheduled time of the general meeting, to contact the company's registered oce and, after proving their identity to the satisfaction of the company secretary or another employee appointed for this purpose, to withdraw their ballot paper and proof of ownership.
A shareholder shall indicate their manner of voting regarding each item on the agenda for which it is possible to vote by means of this ballot paper, in the second part of the ballot paper presented below.
Ballot According to the Companies Regulations (Written Voting and Position Statements), 2005
Company Name: Bazan Group Ltd.
Company Address (for delivery and submission of ballots): The Company's oces, P.O. Box 4, Haifa 3100001.
Company number: 52-003665-8
Date of the General Meeting: Thu, 8.1.2026, at 15:00
Type of meeting: Special General Meeting.
Record date: Thursday, 11.12.2025
| Shareholder | Details: | |||
|---|---|---|---|---|
| ------------- | -- | -- | ---------- | -- |
| 1. | |
|---|---|
| Name of shareholder: |
2. ID number: |
| If the shareholder does not have an Israeli ID card |
If the shareholder is a corporation |
|---|---|
| Passport | Corporation |
| number: | number: |
| Country | Country |
| of | of |
| issue: | incorporation: |
| Valid until: |
Is the shareholder an interested party, an ocer, or an institutional investor? Yes / No (if yes, specify: ____________)
Interested party – as dened in section 1 of the Securities Law, 1968 (the Securities Law).
Ocer – as dened in section 37(d) of the Securities Law.
Institutional investor – as dened in regulation 1 of the Supervision of Financial Services (Provident Funds) (Participation of the Management Company in General Meetings) Regulations, 2009, as well as the manager of a mutual investment fund as dened in the Joint Investment Trust Law, 1994.
Voting Procedure⁵
Are you Are you Are you Are you an owner of an interested party a position an institutional investor? control or in the company? oce institutional?
The matter on the agenda for which it is possible to vote in writing
an interested party senior the vote
personal in the company?
in the decision? ⁶
| Yes | No | Yes | No | Yes | No | Yes* | Abstain | Against | In favor | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| -- | ----- | -- | ---- | -- | ----- | -- | ---- | -- | ----- | -- | -- | ---- | -- | -- | ------ | -- | -- | --------- | -- | -- | --------- | -- | -- | ---------- | -- | -- |
for a second term, for three years,
as an external director in the company, as of
the end of her current term, namely
16.1.2026, including approval of the terms of her oce
and her employment as detailed in the assembly summons report.
Mr. Alex Fasel under a service agreement,
for compensation that is additional to the directors' fee paid to him, as detailed in section 2 of the assembly summons report, for a period of
three years, to begin on
as the company's CEO, on a full-time basis, as detailed in section 3 of the assembly summons report, and to determine that the company's CEO will be entitled to be included in the arrangements for exemption, indemnication and insurance of directors' and ocers' liability adopted by the company, as they may be from time to time, subject to the law.
Details regarding the nature of the connection or another characteristic of the shareholder (if relevant):
For shareholders who hold shares through a TASE member (according to section 177(1) of the Companies Law) – this proxy is valid only when attached with
a certicate of ownership, except in cases where voting is via the electronic voting system.
For shareholders registered in the company's shareholder register – the voting form is valid when attached with a copy of the identity card/passport/certicate
of incorporation.
| Date : |
Signature : |
|---|---|
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.
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12/4/2025 | 4:46:04 PM
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