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Ackerstein Group Ltd. — Proxy Solicitation & Information Statement 2026
May 19, 2026
6619_rns_2026-05-19_4ff19658-0e9d-4ce1-a6ed-36016f9760bc.pdf
Proxy Solicitation & Information Statement
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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.
Ackerstein Group Ltd.
("the Company")
Proxy Statement according to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Voting in Writing Regulations")
Voting Card - Part One
1. Type of General Meeting, Time and Place of its Convening
Annual and special general meeting of the Company's shareholders, which will convene on Thursday, May 28, 2026, at 13:00, at the Company's offices, at 103 Medinat HaYehudim Street, Herzliya ("the Meeting").
2. Details of the Agenda Items regarding which it is possible to vote via a voting card
2.1. Re-appointment of directors serving in the Company (who are not external directors)
It is proposed to approve the re-appointments of: Mr. Giora Ackerstein, Chairman of the Board, Ms. Stephanie (Shula) Ackerstein, Ms. Karin Klier Ackerstein, Ms. Maya Lipin Ackerstein, Mr. Zvi Ben Ackerstein, and Ms. Rina Shafir (independent director), who serve as of this date as directors in the Company, for an additional term of office, until the end of the Company's next annual general meeting or until the date their term of office ends in accordance with the provisions of any law and/or the Company's Articles of Association, whichever is earlier, all as specified in the immediate report for the summoning of the Meeting to which this voting card is attached (hereinafter: the "Summoning Report").
The vote regarding the approval of the appointment of each of the directors shall be conducted separately.
It should be noted that the Company has not adopted provisions in its Articles of Association regarding independent directors as stated in the Companies Law.
Mr. Giora Ackerstein, Ms. Stephanie (Shula) Ackerstein, and Ms. Rina Shafir will continue to be entitled to annual remuneration and participation remuneration in accordance with the fixed amount specified in the supplement to the Companies Regulations (Rules regarding Remuneration and Expenses for an External Director), 5760-2000 (hereinafter: "Remuneration Regulations"), as amended from time to time and in accordance with the Company's capital rank, as it may be from time to time, as well as expense reimbursement in accordance with what is specified in Regulation 6 of the Remuneration Regulations. Mr. Karin Klier Ackerstein, Ms. Maya Lipin Ackerstein, and Mr. Zvi Ben Ackerstein are not entitled to remuneration payments for their service as directors in the Company, as they are entitled to a salary or management fees from the Company or its subsidiaries (subject to the approval of the resolutions in sections 2.5-2.7 below).
Additionally, the aforementioned directors will continue to hold letters of exemption and indemnity, in the standard version used by the Company (and with respect to Mr. Giora Ackerstein, Ms. Stephanie (Shula) Ackerstein, Ms. Karin Klier Ackerstein, Ms. Maya Lipin Ackerstein, and Mr. Zvi Ben Ackerstein, subject to the approval of the resolutions in sections 2.8-2.9 below). The versions of the exemption and indemnity letters are attached as Appendix A to the Summoning Report.
Furthermore, the aforementioned directors will be included within the framework of the directors' and officers' liability insurance policy in the Company. For details regarding the directors' and officers' liability insurance policy in the Company, see Regulation 29a in Part D (Additional Details on the Corporation) of the Periodic report.
For the details required according to Regulation 26 of the Reports Regulations regarding each of the directors as stated, see, by inclusion via reference, in Part D (Additional Details on the Corporation) of the Periodic report.
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..
Following are the details required according to Regulation 7(5)(b) of the Voting in Writing Regulations regarding candidates for the office of director who serve as directors in the Company:
| Name: | Giora Ackerstein | Stephanie (Shula) Ackerstein | Zvi Ben Ackerstein | Maya Lipin Ackerstein | Karin Klier Ackerstein | Rina Shafir |
|---|---|---|---|---|---|---|
| Membership in Board Committees: | No | No | No | No | No | Audit Committee, Remuneration Committee, and Balance Sheet Committee |
| The year in which his/her term as a director of the Company began: | 1998 | 1998 | 2005 | 2021 | 2021 | 2022 |
| Details according to Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, if there has been a change since the submission of the Company's last Periodic report: | No change occurred | No change occurred | No change occurred | No change occurred | No change occurred | No change occurred |
Each of the directors above has signed a declaration regarding his/her qualifications and ability to perform his/her role as a director in the Company, in accordance with the provisions of Section 224b of the Companies Law, copies of which are attached to the Summoning Report.
2.2. Re-appointment of an auditing accountant firm
Approval of the re-appointment of the accounting firm Kost Forer Gabbay & Kasierer Accountants, as the auditing accountant of the Company, until the end of the next annual general meeting of the Company.
In accordance with Section 21.2 of the Company's Articles of Association, the Company's board of directors shall determine the remuneration of the Company's auditing accountant for audit actions as well as the remuneration for additional services that are not audit actions, all after receiving the recommendations of the audit committee or the committee for the examination of financial statements (as determined by the board of directors), and all if not determined otherwise by the general meeting of the Company.
2.3. Approval of the appointment of Mr. Aviram Lahav as an external director in the Company for an additional (second) term of office, including his terms of office
It is proposed to approve the appointment of Mr. Lahav as an external director in the Company for an additional (second) term of office of three (3) years, starting from July 30, 2026.
For further details required according to Regulation 26 of the Reports Regulations regarding Mr. Lahav, see, by inclusion via reference, in Part D (Additional Details on the Corporation) of the Periodic report.
Following are the details required according to Regulation 7(5)(b) of the Voting in Writing Regulations regarding Mr. Lahav, the candidate for an additional (second) term as an external director in the Company:
| Name: | Aviram Lahav |
|---|---|
| Membership in Board Committees: | Audit Committee Remuneration Committee Balance Sheet Committee |
| The year in which his term as a director of the Company began: | 2023 |
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.
| Name: | Aviram Lahav |
|---|---|
| Details according to Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, if there has been a change since the submission of the Company's last Periodic report: | No change occurred |
Subject to the approval of his appointment as an external director in the Company for an additional term of office, Mr. Lahav will continue to be entitled to annual remuneration and participation remuneration in accordance with the fixed amount specified in the supplement to the Remuneration Regulations, as amended from time to time and in accordance with the Company's capital rank, as it may be from time to time, as well as expense reimbursement in accordance with what is specified in Regulation 6 of the Remuneration Regulations.
Additionally, Mr. Lahav will be entitled to a letter of exemption and indemnity, in the standard versions used by the Company. The version of the exemption letter and the version of the indemnity letter are attached as Appendix A to the Summoning Report.
Furthermore, Mr. Lahav will be included within the framework of the directors' and officers' liability insurance policy in the Company. For details regarding the directors' and officers' liability insurance policy in the Company, see Regulation 29a in Part D (Additional Details on the Corporation) of the Periodic report.
Mr. Lahav has signed a declaration regarding his qualifications and ability to perform his role as a director in the Company, as well as that the conditions required for his appointment as an external director are met regarding him, in accordance with the provisions of Section 241 of the Companies Law, a copy of which is attached to the Summoning Report.
For further details regarding this matter, see Section 4 of the Summoning Report.
2.4 Approval of a compensation policy for officers in the Company
Approval of a compensation policy for officers in the Company which shall remain in effect for the maximum period possible by law, starting from the date of the general meeting's approval, in accordance with the provisions of Section 267a of the Companies Law, in the version attached as Appendix B to the Summoning Report and which marks changes compared to the existing compensation policy (hereinafter: "the Proposed Compensation Policy"), all as detailed in Part B of the Summoning Report.
2.5 Approval of terms of office and employment of Mr. Zvi Ben Ackerstein
Approval of terms of office and employment of Mr. Zvi Ben Ackerstein, within the framework of his service as active Deputy Chairman of the Company's Board of Directors, for three years starting from May 1, 2026, all as detailed in Part C of the Summoning Report.
2.6 Approval of terms of office and employment of Ms. Maya Lipin Ackerstein
Approval of terms of office and employment of Ms. Maya Lipin Ackerstein, within the framework of her service as Head of the Legal Division of the Company, for three years starting from May 1, 2026, all as detailed in Part C of the Summoning Report.
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.
2.7 Approval of terms of office and employment of Ms. Karin Klier Ackerstein
Approval of terms of office and employment of Ms. Karin Klier Ackerstein, within the framework of her service as Planning and Initiation Manager, for three years starting from May 1, 2026, all as detailed in Part C of the Summoning Report.
2.8 Approval of granting exemption and indemnity letters to the controlling shareholders
Approval of granting exemption and indemnity letters to: Mr. Giora Ackerstein (Chairman of the Board), Ms. Stephanie (Shula) Ackerstein (Director), Ms. Karin Klier Ackerstein, Ms. Maya Lipin Ackerstein (Director and Head of the Legal Division of the Company) and Mr. Zvi Ben Ackerstein (Director and active Deputy Chairman of the Company's Board of Directors and Chairman of the Board of Ackerstein Industries Ltd.), for three additional years starting from May 30, 2026, all as detailed in Part D of the Summoning Report.
3. Inspection of Documents and Details on the Company's Representatives
A copy of the Summoning Report is available for inspection at the Company's registered office, 103 Medinat HaYehudim St., Herzliya, on Sundays through Thursdays, during customary working hours, and after prior coordination with Mr. Saar Egozi, Legal Counsel and Company Secretary (Telephone: 09-9596622, Fax: 09-9543130) until the date of the meeting's convening. A copy of the Summoning Report is also published on the MAGNA distribution site at the internet address: www.magna.isa.gov.il and on the TASE website at the address www.maya.tase.co.il (hereinafter: "the Distribution Site" and "the TASE Website", respectively). The Company's representatives regarding the handling of this report are Adv. Yuval Eden and Adv. Matan Kedar, from the firm of Goldfarb Gross Seligman & Co., external legal counsels (Telephone: 03-6074444).
4. The Required Majority
4.1 The majority required for the approval of the resolutions detailed in Sections 2.1 and 2.2 of the agenda above is an ordinary majority of all the votes of the shareholders participating and voting at the meeting, without taking into account abstaining votes.
4.2 The majority required for the approval of the resolutions detailed in Section 2.3 of the agenda above is the majority specified in Section 239(b) of the Companies Law, namely, an ordinary majority of all the votes of the shareholders participating and voting at the meeting, without taking into account abstaining votes, provided that one of the following is met:
4.2.1 The count of the majority votes at the meeting shall include a majority of all the votes of the shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the appointment, except for a personal interest that is not a result of ties with the controlling shareholder, participating in the vote; in the count of the votes of the said shareholders, abstaining votes shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes;
4.2.2 The total votes of the opponents from among the shareholders mentioned in Section 4.2.1 above did not exceed a rate of two percent of all the voting rights in the Company.
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.
4.3
The majority required for the approval of the resolution detailed in Section 2.4 of the agenda above is the majority specified in Section 267a(b) of the Companies Law, namely, an ordinary majority of the shareholders participating and voting at the meeting, without taking into account abstaining votes, provided that one of the following is met:
4.3.1
The count of the majority votes at the meeting shall include a majority of all the votes of the shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the compensation policy, participating in the vote; in the count of all the votes of the said shareholders, abstaining votes shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes;
4.3.2
The total votes of the opponents from among the shareholders mentioned in Section 4.3.1 above did not exceed a rate of two percent of all the voting rights in the Company.
4.4
The majority required for the approval of the resolutions detailed in Sections 2.5-2.8 of the agenda above is the majority specified in Section 275(a)(3) of the Companies Law, namely, an ordinary majority of the shareholders participating and voting at the meeting, without taking into account abstaining votes, provided that one of the following is met:
4.4.1
The count of the majority votes at the meeting shall include a majority of all the votes of the shareholders who do not have a personal interest in the approval of the transaction, participating in the vote; in the count of all the votes of the said shareholders, abstaining votes shall not be taken into account;
4.4.2
The total votes of the opponents from among the shareholders mentioned in the section above did not exceed a rate of two percent of all the voting rights in the Company.
5/19/2026 | 11:55:39 AM | v1.2.5
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. .
4.5. It is clarified that to the best of the Company's knowledge, the holding rate of the controlling shareholders, who hold as of this date approximately $67.52\%$ of the issued and paid-up share capital of the Company, grants them the required majority to approve the resolutions detailed in Sections 2.1 and 2.2 which are on the agenda above.
4.6. It is noted that according to the provisions of Section 267A(c) of the Companies Law, notwithstanding what is stated in Section 4.3 above, the Company's Board of Directors may determine the compensation policy even if the general meeting opposed its approval, provided that the compensation committee and thereafter the Board of Directors decided, based on detailed reasons and after re-discussing the compensation policy, that the approval of the compensation policy despite the opposition of the general meeting is for the benefit of the Company.
4.7. The Company is not a "public granddaughter company" as this term is defined in Section 267A(c) of the Companies Law.
5. Voting Method
In this section, the following terms shall have the meaning recorded next to them:
| Unregistered shareholder | A shareholder whose share is registered in their favor with a TASE member and that same share is included among the Company's shares registered in the register of shareholders in the name of a registration company. |
|---|---|
| Registered shareholder | A shareholder in whose name a share is registered in the Company's register of shareholders. |
| Position statement | As defined in Section 88 of the Companies Law. |
| Company offices | Company offices at 103 Medinat HaYehudim Street, Herzliya. |
Shareholders may vote on the resolutions on the agenda above, in person (by attending the meeting themselves or through a proxy) or by a written voting paper (as defined below) to be sent to the Company or by an electronic voting paper (as defined below) to be submitted through an electronic voting system.
5.1. Ownership Certificate
5.1.1. In accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 2000 (in this section: "the Regulations"), an unregistered shareholder interested in voting at the general meeting themselves or through a proxy or via a written voting paper, will provide the Company with a certificate from the TASE member with whom their right to the share is registered, regarding their ownership of the share on the record date, in accordance with Form 1 of the schedule to the Regulations ("Ownership Certificate").
5.1.2. An unregistered shareholder is entitled to receive the ownership certificate at the branch of that TASE member or by mail, if they so requested, provided that a request for this matter is given in advance for a specific securities account. Additionally, a registered shareholder may instruct that their ownership certificate be transferred to the Company via the electronic voting system.
5.2. Voting by Written Voting Paper
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.
5.2.1. In accordance with the Written Voting Regulations, shareholders may vote with respect to the resolutions on the agenda as detailed above, via a written voting paper which will be delivered to the Company's offices or sent to it by registered mail, within the dates specified below ("Written Voting Paper").
5.2.2. The version of the written voting paper and position statements (if submitted) for the said meeting can be found on the distribution site and the TASE website.
5.2.3. A shareholder shall indicate their voting method for each item on the agenda as detailed above, in the second part of the written voting paper.
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5.2.4. A shareholder may contact the Company directly and receive from it, free of charge, the version of the written voting paper and the position statements.
5.2.5. An unregistered shareholder is entitled to receive by email, free of charge, a link to the version of the voting paper and position statements on the distribution site from the TASE member through which they hold their shares, unless the shareholder has notified the TASE member that they do not wish to receive such a link or that they wish to receive voting papers by mail for a fee. A shareholder's notice regarding the voting paper shall also apply to the receipt of position statements.
5.2.5.1. Validity of a Written Voting Paper
(a) The voting paper will be valid for an unregistered shareholder only if an ownership certificate is attached to it or if an ownership certificate was sent to the Company via the electronic voting system.
(b) The voting paper will be valid for a registered shareholder only if a copy of an ID card, passport, or certificate of incorporation is attached to it.
5.2.5.2. Deadlines for submitting position statements and voting papers
The deadline for sending position statements to the Company is: Friday, May 15, 2026.
The deadline for providing the Board of Directors' response to position statements, if and to the extent that position statements from shareholders are submitted and the Board of Directors chooses to submit its response to said position statements, is: Wednesday, May 20, 2026.
The deadline for providing written voting papers to the Company is: Thursday, May 28, 2026, at 09:00.
5.3. Voting via Electronic Voting Paper
Shareholders may vote with respect to the resolutions on the agenda as detailed above, via a voting paper that will be transmitted through the electronic voting system ("Electronic Voting Paper").
A shareholder in whose favor a share is registered with a TASE member is entitled to receive an ID number and access code as well as additional information regarding the meeting from the TASE member, and after a secure identification process, will be able to vote in the electronic voting system. A shareholder voting via an electronic voting paper is not required to provide the Company with an ownership certificate in the manner specified above.
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 electronic voting paper opens for voting at the end of the record date. Voting via the electronic voting system will end 6 hours before the meeting time (i.e., Thursday, May 28, 2026, at 07:00), at which time the electronic voting system will be locked.
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6. Address for Delivery of Voting Papers and Position Statements
The Company's registered office at 103 Medinat HaYehudim Street, Herzliya.
7. Notice of Personal Interest
A shareholder participating in the vote with respect to the resolutions on the agenda detailed above shall notify the Company before their vote, and if the voting is via a voting paper (written or electronic) – shall mark on the voting paper in the place designated for that purpose (in the second part of the written voting paper), whether they have a personal interest in approving the resolutions on the agenda, or not; if a shareholder did not notify or no such marking was made, their vote shall not be counted.
If a shareholder voted on the said resolutions via a power of attorney, the proxy holder shall also notify the Company before the vote whether they are considered to have a personal interest in approving the resolutions on the agenda, or not.
Furthermore, every shareholder shall notify the Company before their vote, and if the voting is via a voting paper (written or electronic) – shall mark and specify on the voting paper in the place designated for that purpose, whether they are a controlling shareholder, an interested party, a senior officer, or an institutional investor.
8. Inspection of Voting Papers and Position Statements
One or more shareholders holding shares at a rate constituting five percent or more of the total voting rights in the Company, as well as anyone holding such a rate out of the total voting rights not held by the controlling shareholder of the Company, as defined in Section 268 of the Companies Law, is entitled themselves or through a proxy on their behalf, after the convening of the general meeting, to inspect at the Company's registered office, during customary working hours, the voting papers and the internet voting records that reached the Company; all as detailed in Regulation 10 of the Written Voting Regulations. As of the date of this report:
8.1 The amount of shares constituting five percent of the total voting rights in the Company is 14,424,012 ordinary shares of the Company;
8.2 The amount of shares constituting five percent of the total voting rights in the Company not held by the controlling shareholder is 4,696,388 ordinary shares of the Company.
9. Changes to the Meeting Agenda and Last Date for Providing an Amended Voting Paper
After the publication of this voting paper, there may be changes to the agenda, including adding an item to the agenda, and position statements may be published, and it will be possible to inspect the updated agenda and position statements that were published, if any, in the Company's reports on the distribution site, whose address is specified in Section 3 above.
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. .
If a request is made to add an item to the meeting agenda and the Company decides to publish an updated voting paper (including additional item(s) as stated), then the Company will publish such an updated voting paper at the time of publication of the updated meeting agenda, which will be in accordance with the schedules set forth in Section 5b of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 2000.
A shareholder shall indicate their voting method regarding the items on the agenda in the second part of this voting paper
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Voting Paper - Part Two
Company Name: Ackerstein Group Ltd.
Company Address (for delivery and mailing of voting papers): 103 Medinat HaYehudim Street, Herzliya.
Company No.: 512714494.
Meeting Date: Thursday, May 28, 2026.
Meeting Type: Special Meeting.
Record Date for ownership of shares regarding the right to vote at the general meeting: The end of the trading day on the Tel Aviv Stock Exchange Ltd. occurring on Thursday, April 23, 2026.
Shareholder Details
Shareholder Name - ____
Identity No. - ____
If the shareholder does not have an Israeli identity card -
Passport No. - ____
Country of Issue - ____
Valid until - ____
If the shareholder is a corporation -
Corporation No. - ____
Country of Incorporation - ____
Please indicate whether you are:
| Yes | No | |
|---|---|---|
| Interested party (as defined in Section 1 of the Securities Law, 1968) |
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.
| Yes | No | |
|---|---|---|
| Senior officer (as defined in Section 37(d) of the Securities Law, 1968) | ||
| Institutional investor (as defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 2009, as well as a manager of a joint investment trust fund as meant in the Joint Investment Trust Law, 1994) |
5/19/2020 | 11:55:41 AM | v1.2.5
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.
Voting Method
| Resolution No. | Agenda Item | Voting Method1 | Are you a controlling shareholder, interested party2, personally interested in the resolution3, senior officer4 or institutional investor5?6 | |||
|---|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | ||
| 1 | Approval of the reappointment of Mr. Giora Ackerstein, Chairman of the Board, as a director of the company, for an additional term of office. | |||||
| 2 | Approval of the reappointment of Ms. Stephanie (Shula) Ackerstein, as a director of the company, for an additional term of office. | |||||
| 3 | Approval of the reappointment of Mr. Zvi Ben Ackerstein, as a director of the company, for an additional term of office. | |||||
| 4 | Approval of the reappointment of Ms. Maya Lipin Ackerstein, as a director of the company, for an additional term of office. | |||||
| 5 | Approval of the reappointment of Ms. Karin Clear Ackerstein, as a director of the company, for an additional term of office. | |||||
| 6 | Approval of the reappointment of Ms. Rina Shafir (Independent Director), as a director of the company, for an additional term of office. | |||||
| 7 | Approval of the reappointment of the accounting firm Kost Forer Gabbay & Kasierer accountants, as the auditing accountant of the company, until the end of the company's next annual general meeting. | |||||
| 8 | Approval of the appointment of Mr. Aviram Lahav as an external director of the company for an additional (second) term of office including his terms of service. |
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.
| Resolution No. | Agenda Item | Voting Method1 | Are you a controlling shareholder, interested party2, personally interested in the resolution3, senior officer4 or institutional investor5? 6 | |||
|---|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | ||
| 9 | Approval of a compensation policy for officers in the company which will remain in effect for the maximum possible period by law, starting from the date of the general meeting's approval, in accordance with the provisions of Section 267A of the Companies Law. | |||||
| 10 | Approval of the terms of service and employment of Mr. Zvi Ben Ackerstein, as part of his tenure as an active Vice Chairman of the company's Board of Directors, for three years starting from May 1, 2026. |
- Not marking V or X will be considered an abstention from voting on that item.
- "Interested Party" - as defined in Section 1 of the Securities Law.
- A shareholder who does not fill out this column or fills in "Yes" and does not specify in the space designated for it at the bottom of the voting table, their vote will not be counted. Regarding the resolution on the agenda above, there is no need to specify a personal interest in the approval of the appointment that does not result from ties with the controlling shareholder.
- "Senior Officer" - as defined in Section 37(d) of the Securities Law.
- "Institutional Investor" - as defined in Regulation 1 of the Supervision of Financial Services (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 5769-2009, and also a manager of a joint investment trust fund, as defined in the Joint Investment Trust Law, 5754-1994.
- A shareholder who does not fill out this column or fills in "Yes" and does not specify in the space designated for it at the bottom of the voting table, their vote will not be counted. Regarding the resolution on the agenda above, there is no need to specify a personal interest in the approval of the appointment that does not result from ties with the controlling shareholder.
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. .
| Resolution No. | Agenda Item | Voting Method^{7} | Are you a controlling shareholder, interested party^{8}, personally interested in the resolution^{9}, senior officer^{10} or institutional investor^{11}?^{12} | |||
|---|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | ||
| 11 | Approval of the terms of service and employment of Ms. Maya Lipin Ackerstein, as part of her tenure as Head of the company's Legal Division, for three years starting from May 1, 2026. | |||||
| 12 | Approval of the terms of service and employment of Ms. Karin Clear Ackerstein, as part of her tenure as Planning and Initiation Manager, for three years starting from May 1, 2026. | |||||
| 13 | Approval of granting letters of exemption and indemnification to the controlling shareholders, for three years starting from May 30, 2026. |
*Please specify, if you indicated that you are considered a controlling shareholder, interested party, personally interested in the resolutions, senior officer or institutional investor (must specify for each resolution separately):
For shareholders holding shares through a TASE member according to Section 177(1) of the Companies Law, 5759-1999 - this voting paper is valid only when accompanied by a certification of ownership except in cases where the voting is through the System.
For shareholders registered in the company's Register of Shareholders - the voting paper is valid only when accompanied by a copy of the ID card/passport/certificate of incorporation.
| Date | Signature |
|---|---|
| 7 | Not marking V or X will be considered an abstention from voting on that item. |
| 8 | "Interested Party"- as defined in Section 1 of the Securities Law. |
| 9 | A shareholder who does not fill out this column or fills in "Yes" and does not specify in the space designated for it at the bottom of the voting table, their vote will not be counted. Regarding the resolution on the agenda above, there is no need to specify a personal interest in the approval of the appointment that does not result from ties with the controlling shareholder. |
| 10 | "Senior Officer"- as defined in Section 37(d) of the Securities Law. |
| 11 | "Institutional Investor"- as defined in Regulation 1 of the Supervision of Financial Services (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 5769-2009, and also a manager of a joint investment trust fund, as defined in the Joint Investment Trust Law, 5754-1994. |
| 12 | A shareholder who does not fill out this column or fills in "Yes" and does not specify in the space designated for it at the bottom of the voting table, their vote will not be counted. Regarding the resolution on the agenda above, there is no need to specify a personal interest in the approval of the appointment that does not result from ties with the controlling shareholder. |
5/19/2026 | 11:55:42 AM | r1.2.5