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Ackerstein Group Ltd.

("the Company")

To:

Israel Securities Authority

via MAGNA

To:

Tel Aviv Stock Exchange Ltd.

via MAGNA

Date: May 19, 2026

Dear Sir/Madam,

Re: Immediate Report (Supplementary) regarding the summoning of an Annual and Special General Meeting

In accordance with the provisions of the Companies Law, 5759-1999 (hereinafter: the "Companies Law"), in accordance with the Companies Regulations (Notice and Advertisement of a General Meeting and a Class Meeting in a Public Company and Adding a Topic to the Agenda), 5760-2000, in accordance with the Companies Regulations (Voting in Writing and Position Statements), 5766-2005, in accordance with the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: the "Report Regulations") and in accordance with the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 5761-2001 (hereinafter: the "Transaction with Controlling Shareholder Regulations"), the Company is honored to announce the summoning of an 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 registered office, 103 Medinat HaYehudim St., Herzliya (hereinafter: the "Meeting").

This summoning report is divided into parts, as detailed below:

Part A - Details of the items on the Meeting's agenda.

Part B - Additional details regarding resolution number 5 on the agenda.

Part C - Additional details regarding resolutions numbers 6-8 on the agenda.

Part D - Additional details regarding resolution number 9 on the agenda.

Part E - General details regarding the summoning of the Meeting for the approval of the resolutions on the agenda.

Part A - The Items on the Meeting's Agenda and the Main Proposed Resolutions

1. Review and Discussion of the Financial Statements

Review and discussion of the financial statements and the Board of Directors' report on the state of the Company's affairs for the year ended December 31, 2025, as published on March 16, 2026 (Reference No.: 2026-01-022821) (hereinafter: the "Periodic report").

2. Re-appointment of Directors serving in the Company (who are not external directors)

2.1 It is proposed to approve the re-appointment of: Mr. Giora Ackerstein, Chairman of the Board, Stephanie (Shula) Ackerstein, Karin Kleer Ackerstein, Maya Lipin Ackerstein, Zvi Ben Ackerstein and Rina Shafir (independent director), serving as of this date as directors of the Company, for an additional term of office, until the end of the next Annual General Meeting of the Company or until the date of termination of their office in accordance with the provisions of any law and/or the Company's articles of association, whichever is earlier.

The vote regarding the approval of the appointment of each of the directors will 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.

2.2 Mr. Giora Ackerstein, Stephanie (Shula) Ackerstein and Rina Shafir will continue to be entitled to an annual fee and a participation fee 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: the "Remuneration Regulations"), as amended from time to time and in accordance with the Company's equity rank, as it may be from time to time, as well as reimbursement of expenses in accordance with Regulation 6 of the Remuneration Regulations. Karin Kleer Ackerstein, Maya Lipin Ackerstein and Zvi Ben Ackerstein are not entitled to the payment of remuneration for their service as directors of 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 6-8 on the agenda).

2.3 In addition, the directors mentioned above will continue to hold letters of exemption and indemnification, in the format customary in the Company, and in relation to Mr. Giora Ackerstein, Stephanie (Shula) Ackerstein, Karin Kleer Ackerstein, Maya Lipin Ackerstein and Zvi Ben Ackerstein, subject to the approval of the resolution in section 9 on the agenda and in the format of the letters of exemption and indemnification attached as Appendix A to the summoning report.

2.4 Furthermore, the directors mentioned above will be included under the directors and officers liability insurance policy in the Company. For details on the directors and officers liability insurance policy in the Company, see Regulation 29a in Part D (Additional Details about the Corporation) of the Periodic report.

2.5 Background about the directors proposed for re-appointment:

2.5.1 Mr. Giora Ackerstein has served as a director of the Company since 1998, and has an in-depth familiarity with the Company and its activities and extensive experience in the markets and fields in which the Company operates, this, among other things, also by virtue of his service for decades in senior management positions in the Company.

2.5.2 Ms. Stephanie (Shula) Ackerstein has extensive experience in the Company's field of activity by virtue of her service as a director of the Company since 1998. Ms. Stephanie (Shula) Ackerstein holds a BA in Art History from Tel Aviv University and an LLB from Reichman University. In addition, Ms. Stephanie (Shula) Ackerstein is a graduate of the directors' course of the Lahav Executive Development program at Tel Aviv University.

2.5.3 Ms. Karin Kleer Ackerstein has extensive experience in the real estate and infrastructure field in which the Company operates, which she gained in her role as Director of Architecture and Planning at Ackerstein Zvi Ltd. and in the Group and by virtue of her independent activity in the field of planning and architecture. Ms. Karin Kleer Ackerstein holds a B.Arch in Architecture from the Technion and an MA in Urban Design from Bezalel. In addition, Ms. Karin Kleer Ackerstein is a graduate of the directors' course of the Lahav Executive Development program at Tel Aviv University.

2.5.4 Ms. Maya Lipin Ackerstein has extensive experience in the Company's various fields of activity, which she gained in her roles as legal counsel for subsidiaries of the Company and also by virtue of her current role as head of the Company's legal department. Ms. Maya Lipin Ackerstein holds a BA and an MA

in Law from Tel Aviv University. In addition, Ms. Maya Lipin Ackerstein is a graduate of the directors' course of the Lahav Executive Development program at Tel Aviv University.

2.5.5. Mr. Zvi Ben Ackerstein has served as a director of the Company since 2005. Mr. Zvi Ben Ackerstein has an in-depth familiarity with the Company and extensive experience in its fields of activity by virtue of his many years of service in various management positions in the Company and in companies within the Company's group.

2.5.6. Ms. Rina Shafir has extensive experience, which she gained, among other things, during her service as a director in companies and her service in management positions as a department head at Union Bank, CEO of a portfolio management company and senior vice president at the Stock Exchange. Furthermore, Ms. Shafir is a graduate in Economics (Tel Aviv University) and holds an MBA (Tel Aviv University). In addition to the above, Ms. Shafir has accounting and financial expertise.

2.6. For details required under Regulation 26 of the Report Regulations, regarding each of the directors as stated, see, by way of reference, Part D (Additional Details about the Corporation) of the Periodic report.

Each of the directors above has signed a declaration regarding their qualifications and ability to perform their role as a director of the Company, in accordance with the provisions of Section 224b of the Companies Law, copies of which are attached to the summoning report.

3. Re-appointment of an Auditing Accountant Firm

3.1. 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 Company's next Annual General Meeting.

3.2. During the first quarter of 2026, the Audit Committee and the Company's Board of Directors convened and decided to recommend to the Company's shareholders' meeting to approve the appointment of the Company's auditing accountant, the accounting firm Kost Forer Gabbay & Kasierer, accountants, for an additional year. Within the framework of said resolution, the Audit Committee and the Company's Board of Directors referred, among other things, to the following matters:

3.2.1. The assessment of the committee for the examination of financial statements and the Company's Board of Directors regarding the ongoing work with the Company's auditing accountant in the procedure for preparing the Company's financial statements.

3.2.2. Examination with the Company's management regarding its assessment of the ongoing work interface with the auditing accountant, taking into account, among other things, the following criteria: (a) the expertise and experience of the auditing accountant, including knowledge in auditing public companies and familiarity with the Company in particular; (b) experience and knowledge in auditing companies in the sector in which the Company operates; (c) commitment to the audit process and inputs to be dedicated to the audit process; (d) ability to identify risks and material issues and provide an appropriate response to them, such as: estimates, accounting policy, financial position and more; (e) use of expert work – in accordance with auditing standards.

3.3. In accordance with section 21.2 of the Company's articles of association, the Company's Board of Directors will determine the fee of the Company's auditing accountant for audit actions as well as the fee 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), all provided that it has not been otherwise determined by the General Meeting of the Company.

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

4.1. On July 30, 2023, the General Meeting of the Company's shareholders approved the appointment of Mr. Aviram Lahav as an external director in the Company for a first term of office, of three (3) years, which will end on July 29, 2026.

4.2. 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 on July 30, 2026.

4.3. Mr. Lahav signed a declaration regarding his qualifications and ability to perform his role as a director of the Company, and 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.

4.4. For additional details required under Regulation 26 of the Report Regulations, regarding Mr. Lahav, see by way of reference, in Part D (Additional Details about the Corporation) of the Periodic report.

4.5. Since the beginning of 2022, Mr. Lahav has served as the CFO of ICL Group Ltd., a public company whose shares are traded on the Tel-Aviv Stock Exchange Ltd. and on the New York Stock Exchange, which deals through companies under its control in the extraction, production and marketing of potash, phosphate, fertilizers and chemicals (hereinafter: "ICL").

During the years 2023-2025, the Group sold products and services to companies in the ICL group in the ordinary course of business and in negligible volumes (hereinafter: the "Engagements"). During the first quarter of 2026, the Audit Committee discussed the aforementioned Engagements and approved, in accordance with the provisions of regulation 5(a) of the Companies Regulations (Matters that do not Constitute an Affiliation), 5767-2006 (hereinafter: the "Affiliation Regulations") that the Engagements do not constitute an affiliation, as these are negligible connections (according to the definition of the term negligible connection in the Affiliation Regulations) both from Mr. Lahav's perspective and from the Company's perspective.

4.6. 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 an annual fee and a participation fee in accordance with the amount fixed in the supplement to the Remuneration Regulations, as they may be amended from time to time and in accordance with the Company's equity rank, as it may be from time to time, as well as reimbursement of expenses in accordance with the provisions of Regulation 6 of the Remuneration Regulations.

4.7. In addition, Mr. Lahav will be entitled to a letter of exemption and indemnification, in the format customary in the Company. The format of the letter of exemption and the format of the letter of indemnification are attached as Appendix A to the summoning report.

4.8. Furthermore, Mr. Lahav will be included under the directors and officers liability insurance policy in the Company. For details on the directors and officers liability insurance policy in the Company, see Regulation 29a in Part D (Additional Details about the Corporation) of the Periodic report.

Approval of a Compensation Policy for Officers in the Company

Approval of a compensation policy for officers in the Company which will be in force 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 format 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.

Approval of the terms of service and employment of Mr. Zvi Ben Ackerstein

Approval of the terms of service and employment of Mr. Zvi Ben Ackerstein, in 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.

Approval of the terms of service and employment of Ms. Maya Lipin Ackerstein

Approval of the terms of service and employment of Ms. Maya Lipin Ackerstein, in the framework of her service as Head of the Legal Department of the Company, for three years starting from May 1, 2026, all as detailed in Part C of the summoning report.

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Approval of the terms of service and employment of Ms. Karin Kleir Ackerstein

Approval of the terms of service and employment of Ms. Karin Kleir Ackerstein, in the framework of her service as Architecture and Planning Manager, for three years starting May 1, 2026, all as detailed in Part C of the Summoning Report.

Approval of granting letters of exemption and indemnification to the controlling shareholders

Approval of granting letters of exemption and indemnification to Messrs: Giora Ackerstein (Chairman of the Board), Stephanie (Shula) Ackerstein (Director), Karin Kleir Ackerstein, Maya Lipin Ackerstein (Director and Head of the Legal Department of the Company) and Zvi Ben Ackerstein (Director and Active Vice Chairman of the Board and Chairman of the Board of Ackerstein Industries Ltd.), for three years starting May 30, 2026, all as detailed in Part D of the Summoning Report.

Part B - Additional details regarding Resolution No. 5 to approve an updated compensation policy

General

10.1 In May 2021, the Company's Board and General Meeting approved, in accordance with Regulation 1 of the Companies Regulations (Relief regarding the obligation to determine a compensation policy), 2013 (hereinafter in this section: the "Regulations"), a compensation policy which came into effect on the eve of the initial listing of the Company's shares for trading on the Tel Aviv Stock Exchange Ltd., and was attached as Appendix A to the Initial Public Offering Prospectus dated May 31, 2021 (published May 30, 2021, Reference No.: 2021-01-032623) (hereinafter: the "Prospectus" and the "Existing Compensation Policy", respectively).

10.2 According to the Regulations, a compensation policy described in the prospectus of a reporting entity offering its securities to the public for the first time shall be considered a policy determined under section 267A of the Companies Law, and shall require approval only after five years from the date the entity became a reporting entity.

10.3 Accordingly, the existing compensation policy is in effect until May 30, 2026.

Summary of the main changes in the Proposed Compensation Policy

Below is a summary of the main material changes in the Proposed Compensation Policy compared to the Existing Compensation Policy:

11.1 Threshold condition for annual grant (Section 8.2 of the Proposed Compensation Policy) - According to the Proposed Compensation Policy, eligibility for payment of the annual grant to all officers in the Company will be conditioned on the existence of a company-wide financial threshold which, as long as the Compensation Committee has not determined otherwise regarding a grant for a specific year or a specific officer, is - annual consolidated pre-tax profit of the Company, as it appears in the profit and loss statement of the consolidated financial reports of the Company in the year for which the annual grant is given under the item "Profit before income taxes" after neutralizing profits/losses from real estate revaluations if any (for the avoidance of doubt, the pre-tax profit in the Company's consolidated financial reports also includes the profit attributed to non-controlling interests in subsidiaries), in the amount of 70 million NIS.

11.2

Composition of the grant (Section 8.3 of the Proposed Compensation Policy) - According to the Proposed Compensation Policy, the Compensation Committee and the Company's Board will be entitled to approve grant payments to officers based on measurable criteria only or based on non-measurable criteria (but insofar as they are non-measurable - in a scope not exceeding 3 times the monthly base salary (hereinafter: "Discretionary Grant Part")) or a combination of measurable criteria and a part (not exceeding the Discretionary Grant Part) based on non-measurable criteria, all subject to the grant ceilings in Section 8.4 of the Proposed Compensation Policy. It is clarified that the Discretionary Grant Part specified in Section 8.3(a) of the Proposed Compensation Policy is not subject to the threshold condition specified in Section 8.2 of the Proposed Compensation Policy.

11.3 Annual grant ceiling (Section 8.4 of the Proposed Compensation Policy) - The section was updated such that the annual grant value ceiling for an Active Chairman of the Board / Active Vice Chairman was reduced from 8 to 6 times the monthly base salary.

11.4 Value of Restricted Stock (Section 10.11 of the Proposed Compensation Policy) - A reference was added whereby the annual value of restricted stock/Restricted Stock Units (RSU) granted to officers, if granted, will not exceed 25% of the value of the equity compensation for each of the officers, at the date of grant, or three months'

salary cost at the date of grant for each officer, whichever is higher. Allocation beyond the said ceiling will be conditioned on meeting measurable quantitative targets to be determined by the Company's Board.

11.5. Maximum value of equity compensation (Section 10.2 of the Proposed Compensation Policy) - The section was updated such that the ceiling for annual equity compensation for an Active Chairman of the Board / Active Vice Chairman who is not a controlling shareholder will stand at 8 times the monthly base salary (instead of 12 times the monthly base salary).

11.6. Exercise price (Section 10.3 of the Proposed Compensation Policy) - The section was updated such that the exercise price to be determined will not be less than the average closing prices of the Company's share on the stock exchange in the thirty (30) trading days preceding the Board's decision regarding the granting of equity compensation.

11.7. Equity compensation - Acceleration of vesting (Section 10.6 of the Proposed Compensation Policy) - The wording of the section was updated such that the Board may determine provisions regarding full acceleration of the vesting periods of equity compensation in cases of death, disability, medical reasons, as well as in the event of a change of control in the Company as a result of which trading in the Company's shares was discontinued: the Board may determine provisions regarding acceleration of vesting periods of equity compensation in the event of termination of employment of officers in the Company as a result of a change of control, and in this case, acceleration of the next installment that has not yet vested will be possible.

11.8. Adjustment period (Section 12 of the Proposed Compensation Policy) - The section was updated such that officers with a minimum seniority of five years of work in the Company may be eligible, subject to approval by the Compensation Committee and Board and the required approvals by law, for an adjustment period that will not exceed, together with the notice period relative to the officer, 12 months.

11.9. Total annual compensation package for the CEO (Section 14.2 of the Proposed Compensation Policy) - A reference was added whereby despite what is stated in the Proposed Compensation Policy, the total annual compensation package for the Company's CEO shall not exceed $5.500 thousand NIS (in terms of employer cost).

For details regarding additional changes, see the Proposed Compensation Policy attached as Appendix B to the Summoning Report, which is marked with changes compared to the Existing Compensation Policy.

12. Manner of application of the previous compensation policy

Below is a table comparing the ceilings in the Existing Compensation Policy $^1$ and the compensation according to the actual engagement agreements with the CEO and the Active Vice Chairman of the Board in the Company:

	Fixed Component		Annual Grant		Equity Compensation
	Monthly Base Salary Ceiling	Actual Payment	Annual Grant Ceiling	Actual Agreement (Max Ceiling)	Equity Compensation Ceiling	Actual Payment
CEO	150 thousand NIS (CPI linked).As of the CPI for March 2026, 175 thousand NIS.	120 thousand NIS (CPI linked).As of the CPI for March 2026, 120 thousand NIS.	12 times the monthly base salary.	7 times the monthly base salary.	The maximum value at the date of grant for equity compensation, divided by the number of vesting years (in linear terms), shall not exceed 24 times the monthly base salary.	The cumulative fair value at the date of grant of the equity compensation stood at a total of approximately 6,393 thousand NIS.Spread over the number of vesting years (in linear terms), it stood at 1,598 thousand NIS (13.3 times the monthly base salary).
Active Vice Chairman of the Board*	120 thousand NIS (CPI linked).	73 thousand NIS.	8 times the monthly base salary.	Not applicable*.	The maximum value at the date of grant for equity compensation shall not exceed 12 times the monthly base salary.	Not applicable*.

1 For the purposes of this section, "base salary" as defined in the Existing Compensation Policy.

	Fixed Component		Annual Grant		Equity Compensation
	Monthly Base Salary Ceiling	Actual Payment	Annual Grant Ceiling	Actual Agreement (Max Ceiling)	Equity Compensation Ceiling	Actual Payment
	As of the CPI for March 2026, 140 thousand NIS.

At this date, the Chairman of the Board does not serve as an Active Chairman. The serving Chairman of the Board is entitled to directors' fees only, which is identical to the directors' fees paid to all other serving directors, who are not entitled to a salary bonus or management fees, and therefore details regarding an Active Vice Chairman of the Board are included.

It is clarified that as of the date of the Summoning Report, there are no employment agreements in the Company for officers that are not in accordance with the Existing Compensation Policy or the Proposed Compensation Policy.

It is clarified that nothing in the Proposed Compensation Policy shall detract from and/or change the provisions of existing agreements and/or arrangements between the Company and its officers regarding their terms of service in the Company prior to the approval of the Proposed Compensation Policy, and granting compensation in accordance with such agreements shall be considered an allocation that meets the provisions of the Company's compensation policy.

13. The ratio between the cost of terms of service and employment of officers and the average and median salary

Below is the ratio between the cost of terms of service and employment of the officers and the salary cost of the rest of the Company's employees $^2$ , correct as of this date* :

Role	Ratio to Average Salary	Ratio to Median Salary
Active Vice Chairman	4.6	6.3

Role	Ratio to Average Salary	Ratio to Median Salary
CEO**	10.9	14.9
Officers subordinate to the CEO***	6.7	9.1

Salary data does not include equity compensation.
** CEO salary data includes the full grant ceiling.
*** Salary data for officers subordinate to the CEO were calculated according to the officer with the highest salary.

2 "Salary Cost" — as defined in the First Appendix A to the Companies Law. In calculating the said ratio, all Company employees (including Company officers) and contractor employees employed by the Company will be included. "Contractor employees employed by the Company" – employees of a manpower contractor for whom the Company is their actual employer, and employees of a service contractor employed in providing services to the Company; in this regard, "manpower contractor", "service contractor", "actual employer" – as defined in the Employment of Employees by Manpower Contractors Law, 1996.

14. Reasoning of the Compensation Committee and the Company's Board for approving the Proposed Compensation Policy

Below is a summary of the reasoning of the Compensation Committee and the Company's Board for approving the Proposed Compensation Policy:

14.1. The considerations that guided the members of the Compensation Committee and the Board in their decision to recommend that the Board approve the Proposed Compensation Policy are the promotion of the Company's goals, its work plan, and its policy with a long-term view, creating appropriate incentives for the Company's officers, taking into account, among other things, the Company's risk management policy, the Company's size and the nature of its activity with an emphasis on examining the contribution of the officers to achieving the Company's goals and increasing its profits, all with a long-term view and according to the role of each officer and area of responsibility, while creating an appropriate balance between the various compensation components.

14.2. It will be noted that the Proposed Compensation Policy was determined by the Compensation Committee and the Board while examining the required considerations according to the provisions of Section 267B of the Companies Law, and in accordance with the First Appendix A to the Companies Law.

14.3. The members of the Compensation Committee and the Board believe that the Proposed Compensation Policy is appropriate for the Company's characteristics and goals and was prepared with attention, among other things, to the Company's nature, its areas of activity, its size, and its business results and with attention to the provisions of the Companies Law.

14.4. The compensation policy is intended, among other things, to enable the Company to recruit and retain high-quality senior managers at a high level, with specific professional knowledge and unique specialization and with the ability to lead the Company to business success and face the challenges ahead, as well as to provide reasonable, appropriate, and fair compensation to the Company's officers, taking into account their role and areas of responsibility, while emphasizing the contribution of the officers to achieving the Company's goals and increasing its profits.

14.5.

The Proposed Compensation Policy allows for assembling a total compensation package for officers consisting of a fixed component, a variable cash component (including such a variable component based on measurable targets) as well as equity variable compensation, all in accordance with the mix determined in the Proposed Compensation Policy. The fixed component, in its various elements, promotes the maintenance of stability and continuity among the Company's officers and will assist the Company in recruiting high-quality management personnel; the variable component, which includes, among other things, the granting of an annual grant subject to meeting measurable targets that will be approved for each officer in advance and/or subject to discretion, provides an appropriate incentive for the Company's officers to achieve its goals and increase its profits and allows for the matching of the targets and compensation of each officer to their contribution to the Company, to the Company's changing needs, and to its work plan. The equity variable component allows the Company to incentivize officers with a long-term view while encouraging them to serve in the Company for a long period and to increase the alignment of interests between the officers and the Company's shareholders.

14.6.

The members of the Compensation Committee and the Board considered the possibility of determining a ceiling for the exercise value of equity variable components and decided not to determine such a ceiling within the framework of the Proposed Compensation Policy, considering the purpose of the equity compensation as detailed in the Proposed Compensation Policy.

14.7.

During the discussions to formulate the compensation policy, the members of the Compensation Committee and the Board examined comparative data of compensation levels according to compensation plans in similar public companies, which were prepared by an external consultant expert in the field of officer compensation. The members of the Compensation Committee and the Board believe that the ceilings set in the Proposed Compensation Policy are within the reasonable range of ceilings in the comparison companies, taking into account that the criteria set in the compensation policy are in effect for a period of about three years as of this date and are intended to set an appropriate framework that will allow the Compensation Committee, the Board, and the CEO, as the case may be, to determine for each officer an individual compensation plan or a specific compensation component, according to the circumstances of the case, based on the Company's needs and in alignment with the good of the Company, its employees, and its shareholders and the overall long-term strategy of the Company. It will be noted that the Board and the Compensation Committee noted that the purpose of the comparative work is to receive indicative information regarding the compensation ceilings customary in the compensation policies of public companies in Israel, and that in the set of considerations weighed by them regarding the Proposed Compensation Policy, unique considerations for the Company's nature and its goals were also examined.

14.8.

The members of the Compensation Committee and the Board believe that the ratio between the cost of the terms of service and employment of the officers in the Company and the salary cost of the rest of the Company's employees, and specifically the ratios between the cost of the said terms of service and employment and the average and median salary of such employees, as it is correct for this date as detailed in Section 14 above, is reasonable, among other things, in light of the experience, qualification, and areas of responsibility of the

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the officers in the company as well as in relation to the mix of most of the company's employees, and that such ratio is not expected to have an effect on labor relations in the company.

14.9 The compensation committee and the company's board of directors believe that the proposed compensation policy is reasonable, fair, appropriate and for the benefit of the company and is consistent with the purpose of Amendment 20 to the Companies Law.

14.10 The company is not a public granddaughter company, as this term is defined in section 267a(c) of the Companies Law.

14.11 There were no objectors in the compensation committee and the company's board of directors to the approval of the proposed compensation policy.

Names of the directors who participated in the decisions of the compensation committee and the company's board of directors, as well as the names of the directors who may be considered to have a personal interest in them and the nature of this personal interest

15.1 In the meetings of the compensation committee on March 30, 2026, April 15, 2026, and May 17, 2026, regarding the approval of the proposed compensation policy, the following participated: Mr. Aviram Lahav (External Director), Zvi Yehezkel (External Director), and Rina Shapir (Independent Director).

15.2 In the board of directors meetings on April 19, 2026, and May 19, 2026, regarding the approval of the proposed compensation policy, the following participated: Mr. Giora Ackerstein, Chairman of the Board, Stephanie (Shula) Ackerstein, Karin Clear Ackerstein, Maya Lipin Ackerstein, Zvi Ben Ackerstein, Aviram Lahav (External Director), Zvi Yehezkel (External Director), and Rina Shapir (Independent Director).

15.3 All directors may have a personal interest in the approval of the proposed compensation policy.

Part C - Details regarding resolutions 6-8 on the agenda -

Approval of the terms of office and employment of Zvi Ben Ackerstein, Maya Lipin Ackerstein and Karin Clear Ackerstein

16. Description of the main transaction, the names of the parties to it, dates set for it and its terms

16.1 The existing terms of office and employment of Zvi Ben Ackerstein (Active Deputy Chairman of the Company's Board of Directors), Maya Lipin Ackerstein (Head of the Company's Legal Department) and Karin Clear Ackerstein (Planning and Initiation Manager) are in effect starting May 2021 (hereinafter: "Employment Agreements" or "Existing Employment Agreements", as the case may be).

16.2 In accordance with the provisions of Regulation 1B(B)(2) of the Companies Regulations (Reliefs in Transactions with Interested Parties), 5760-2000, the company's engagements with a controlling shareholder regarding the terms of his office and employment require approval after five years from the date the company became a reporting corporation. The employment agreements were described in the prospectus, and therefore the said engagements are in effect until May 30, 2026.

16.3 For more details about the existing employment agreements, see Regulation 21 in Part D (Additional Details about the Company) of the Periodic report. Except for updating the fixed component (as detailed in sections 17.1.2, 17.2.2 and 17.2.3), no material changes will apply to the existing employment agreements.

16.4

After receiving the approval of the Audit Committee (including in its capacity as the Compensation Committee) and the approval of the Company's Board of Directors on April 15, 2026 and April 19, 2026, respectively, and in accordance with the provisions of Section 275(a) of the Companies Law, the resolutions regarding the extension of the validity and update of the employment agreements are brought to the approval of the General Meeting of the company's shareholders, as follows:

16.4.1 Approval of the terms of office and employment of Mr. Zvi Ben Ackerstein (hereinafter: "Zvika"), as part of his role as Active Deputy Chairman of the Company's Board of Directors, for three years starting May 1, 2026.

16.4.2 Approval of the terms of office and employment of Ms. Maya Lipin Ackerstein (hereinafter: "Maya"), as part of her role as Head of the Company's Legal Department, for three years starting May 1, 2026.

16.4.3 Approval of the terms of office and employment of Ms. Karin Clear Ackerstein (hereinafter: "Karin"), as part of her role as Planning and Initiation Manager, for three years starting May 1, 2026.

Below is a summary of the terms of the employment agreements brought for approval:

17.1. Employment agreement of Zvi Ben Ackerstein, in his role as Active Deputy Chairman of the Company's Board of Directors

17.1.1. Job Definition

According to the employment agreement, Zvika serves in the role of Active Deputy Chairman of the Company's Board of Directors. In his role, he provides, among other things, assistance to the Chairman of the Board of Directors in performing his duties, assistance in formulating the company's policy and strategy, assistance in formulating the company's budget, assistance in conducting negotiations and performing transactions on behalf of the group and in representing the company to capital market entities, as well as additional roles.

17.1.2. Monthly Salary

For his role as Active Deputy Chairman of the Company's Board of Directors in a full-time position (100%), Zvika is entitled to a monthly salary of 90 thousand NIS gross (linked to the Consumer Price Index for March 2026, which was published in April 2026).

17.1.3. Accompanying Terms

Pension insurance, study fund, annual leave in the amount of 30 vacation days for each work year, sick days, convalescence pay, Level 7 vehicle for which the company will bear all expenses involved in using the vehicle (or alternatively reimbursement of expenses for using a vehicle up to an annual ceiling of 100 thousand NIS), mobile phone and reimbursement of expenses against presentation of receipts.

17.1.4. Prior Notice

Each party may bring the employment agreement to an end subject to providing a 4-month prior notice.

17.1.5. Confidentiality and Non-Competition

The employment agreement includes provisions regarding confidentiality and non-competition.

17.1.6. Insurance, Exemption and Indemnity - as customary in the company regarding other officers and directors (and in relation to letters of exemption and indemnity subject to approval of the resolutions detailed in sections 9 and 10 of the Summoning Report).

17.2. Employment agreement of Ms. Maya Lipin Ackerstein, in her role as Head of the Company's Legal Department

17.2.1. Job Definition

According to the employment agreement, Maya serves as the Head of the Company's Legal Department. In her role, she provides legal services to the company and the subsidiaries in the group, and together with the company's legal advisor, they constitute the senior legal authority with respect to the group's companies.

It should be noted that Maya will continue to serve in her role as the Head of the Company's Legal Department; and furthermore, will continue to serve as the Chairman of the Board of Ackerstein Zvi Ltd. and as a director in the company, without receiving additional consideration for this. It is clarified that Maya's role does not include serving as corporate secretary and in view of the above, does not include the following aspects: providing legal advice on corporate governance and/or capital market issues and/or advice in connection with transactions in which the controlling shareholders of the company have a personal interest and/or advice on capital market reporting aspects, including reports regarding transactions in which the controlling shareholders have a personal interest in their approval.

17.2.2. Monthly Salary

For her role as the Head of the Legal Department in a full-time position (100%), Maya is entitled to a monthly salary of 80 thousand NIS gross (linked to the Consumer Price Index for March 2026, which was published in April 2026).

17.2.3. Accompanying Terms

17.2.4. Prior Notice

Each party may bring the employment agreement to an end subject to providing a 4-month prior notice.

Confidentiality and Non-Competition

17.2.5. The employment agreement includes provisions regarding confidentiality and non-competition.

17.2.6. Insurance. Exemption and Indemnity - as customary in the company regarding other officers and directors (and in relation to letters of exemption and indemnity subject to approval of the resolutions detailed in sections 9 and 10 of the Summoning Report).

17.3. Employment agreement of Karin Ackerstein in her role as Architecture and Planning Manager

17.3.1. Job Definition

According to the employment agreement, Karin serves as Architecture and Planning Manager. In her role, she provides the company with consulting and support services in the field of managing architecture, planning and design processes, promoting claims, asset improvement and maximizing their potential, and also supervises and audits the work of consultants, architects and professionals providing services to the company in these fields.

17.3.2. Monthly Salary

For her role as Architecture and Planning Manager in a 60% position, Karin is entitled to a monthly salary of 48 thousand NIS gross (linked to the Consumer Price Index for March 2026, which was published in April 2026).

17.3.3. Accompanying Terms

17.3.4. Prior Notice

Each party may bring the employment agreement to an end subject to providing a 4-month prior notice.

17.3.5. Confidentiality and Non-Competition

The employment agreement includes provisions regarding confidentiality and non-competition.

17.3.6. Insurance. Exemption and Indemnity - as customary in the company regarding other officers and directors (and in relation to letters of exemption and indemnity subject to approval of the resolutions detailed in sections 9 and 10 of the Summoning Report).

18. Additional details regarding the compensation

Below is detail, in accordance with the Sixth Schedule to the Reporting Regulations, of the compensations paid to Zvi Ben Ackerstein (Active Deputy Chairman of the Company's Board of Directors), Maya Lipin Ackerstein (Head of the Company's Legal Department) and Karin Clear Ackerstein (Architecture and Planning Manager) in 2025, in accordance with the existing employment agreements, in terms of annual cost to the company:

Compensation Recipient Details				Compensation for Services							Other Compensation			Total
Name	Role	Scope of Position	Holding rate in the corporation's capital*	Salary**	Bonus	Share-based payment	Management fees	Consulting fees	Commission	Other	Interest	Rent	Other
Zvi Ben Ackerstein	Active Deputy Chairman of the Company's Board of Directors	100%	13.47%	1,448	-	-	-	-	-	-	-	-	-	1,448
Maya Lipin Ackerstein	Head of the Company's Legal Department	100%	13.41%	1,242	-	-	-	-	-	-	-	-	-	1,242
Karin Clear Ackerstein	Architecture and Planning Manager	60%	13.41%	815	-	-	-	-	-	-	-	-	-	815

Correct as of December 31, 2025.
** Includes vehicle expenses and vehicle gross-up, social rights, etc.

Below is detail, in accordance with the Sixth Schedule to the Reporting Regulations, of the compensations that will be paid to Zvi Ben Ackerstein (Active Deputy Chairman of the Company's Board of Directors), Maya Lipin Ackerstein (Head of the Company's Legal Department) and Karin Clear Ackerstein (Planning and Initiation Manager), in accordance with the extension of the existing employment agreements, in terms of annual cost to the company:

Compensation Recipient Details				Compensation for Services							Other Compensation			Total
Name	Role	Scope of Position	Holding rate in the corporation's capital*	Salary**	Bonus	Share-based payment	Management fees	Consulting fees	Commission	Other	Interest	Rent	Other
Zvi Ben Ackerstein	Active Deputy Chairman of the Company's Board of Directors	100%	13.47%	1,751	-	-	-	-	-	-	-	-	-	1,751

Compensation Recipient Details				Compensation for Services							Other Compensation			Total
Name	Role	Scope of Position	Holding rate in the corporation's capital*	Salary**	Bonus	Share-based payment	Management fees	Consulting fees	Commission	Other	Interest	Rent	Other
Maya Lipin Ackerstein	Head of the Company's Legal Department	100%	13.41%	1,565	-	-	-	-	-	-	-	-	-	1,565
Karin Clear Ackerstein	Architecture and Planning Manager	60%	13.41%	994	-	-	-	-	-	-	-	-	-	994

** Includes vehicle expenses and vehicle gross-up, social rights, etc.

19. Name of the controlling shareholder and nature of his personal interest

The controlling shareholders in the company as of the date of the Summoning Report are Mr. Giora Ackerstein, Stephanie (Shula) Ackerstein, Karin Clear Ackerstein, Maya Lipin Ackerstein and Zvi Ben Ackerstein (hereinafter: "controlling shareholders").

Each of the controlling shareholders has a personal interest in the approval of resolutions 6-8 in Part A of the Summoning Report, as these involve the terms of his office and employment or the terms of office and employment of his relative or by virtue of being part of the group of controlling shareholders.

For details regarding a shareholders' agreement between the controlling shareholders, see Regulation 21A in Part D (Additional Details about the Company) of the Periodic report.

20. The way in which the consideration was determined

20.1. The terms set in the employment agreements were determined based on the nature of the role of Active Deputy Chairman of the Company's Board of Directors, Head of the Legal Department and Architecture and Planning Manager of the company, and also based on the specific knowledge, experience and skills of each of Mr. Zvi Ben Ackerstein, Maya Lipin Ackerstein and Karin Clear Ackerstein.

20.2. The engagement in the employment agreements was approved by the Audit Committee (including in its capacity as the Compensation Committee) and the company's board of directors.

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20.3. In examining the approval of the engagement in the employment agreements, the Audit Committee (including sitting as the Compensation Committee) and the Company's Board of Directors examined, among other things, comparative data regarding compensation for the role of Active Deputy Chairman of the Board of Directors, Head of the Legal Division, and Planning and Initiation Manager of the Company in companies similar to the Company and which are traded on the Tel Aviv Stock Exchange Ltd.

21. Required Approvals

The engagements in each of the employment agreements are subject to receiving all of the following approvals:

21.1. Approval of the Audit Committee (including sitting as the Compensation Committee), which was received at the Compensation Committee meeting on April 15, 2026, in which the following participated: Aviram Lahav (External Director), Zvi Yehezkel (External Director), and Rina Shapir (Independent Director).

21.2. Approval of the Company's Board of Directors, which was received at the Board meeting on April 19, 2026, in which the following participated: Giora Ackerstein, Chairman of the Board, Stephanie (Shula) Ackerstein, Karin Clear Ackerstein, Maya Lipin Ackerstein, Zvi Ben Ackerstein, Aviram Lahav (External Director), Zvi Yehezkel (External Director), and Rina Shapir (Independent Director).

21.3. Approval of the Company's shareholders' meeting called within the framework of this report.

22. Transactions of the Same Type or Similar Transactions

As of the date of the Board's approval of the engagements in the employment agreements, there were no transactions of the same type as the aforementioned transactions or similar transactions in effect between the Company and the controlling shareholders of the Company, or in which the controlling shareholder had a personal interest, which were signed within the two years preceding the date of approval of the transaction by the Board or which are still in effect at the time of the Board's approval as stated, except as detailed below:

22.1. Transactions detailed in Regulation 21, Regulation 22, and Regulation 29A in Part D (Additional details regarding the corporation) of the Periodic report.

22.2. Transactions detailed in Regulation 21, Regulation 22, and Regulation 29A in Part D (Additional details regarding the corporation) of the Periodic report for the year 2024, which was published on March 11, 2025 (Reference No.: 2025-01-016089).

23. Names of the Directors Having a Personal Interest and the Nature of this Personal Interest

Each of Giora Ackerstein, Chairman of the Board, Stephanie (Shula) Ackerstein, Karin Clear Ackerstein, Maya Lipin Ackerstein, and Zvi Ben Ackerstein has a personal interest in the approval of resolutions 6-8 in Part A of the Summoning Report, as it concerns the terms of their tenure and employment or the terms of tenure and employment of their relative or by virtue of being part of the controlling shareholders group.

24. Summary of the Reasons of the Audit Committee (also sitting as the Compensation Committee) and the Board of Directors

24.1.

The extension of the employment agreements was approved, among other things, taking into account the education, skills, expertise, and professional experience of each of Zvi Ben Ackerstein, Maya Lipin Ackerstein, and Karin Clear Ackerstein, and also taking into account the scope of the Company's activity, its size, and its nature, among other things, regarding the performance and contribution to the Company of each of the office holders as detailed below.

24.2. It should be noted that this is a renewal/extension of the engagement in existing employment agreements, where non-material updates were made mainly in the fixed component.

24.3. Mr. Zvi Ben Ackerstein has extensive experience by virtue of his role as a director of the Company since 2005. Mr. Zvi Ben Ackerstein has an in-depth acquaintance with the Company and extensive experience in its areas of activity due to his many years of tenure in various management positions in the Company and in companies within the Company's group. Within his role in recent years, and particularly after the Company's IPO and becoming a public company, Mr. Zvi Ben Ackerstein contributed significantly to the formulation of the Company's policy and strategy, the formulation of the Company's budget, the control and supervision of its management and performance, business development, negotiations and execution of transactions on behalf of the Group, and representing the Company before capital market entities.

24.4. Ms. Maya Lipin Ackerstein has extensive experience in the various areas of the Company's activity, which she gained in her roles as legal counsel for subsidiaries of the Company and by virtue of her current role as Head of the Company's Legal Division. As part of her role in recent years, and particularly after the Company's IPO and becoming a public company, she has contributed significantly...

to building and designing the Group's legal division, in conducting negotiations and accompanying transactions, in business development, in promoting the real estate sector, and in accompanying internal organizational processes.

24.5. Ms. Karin Clear Ackerstein has extensive experience in the field of planning and infrastructure in which the Company operates, which she gained in her role as Architecture and Planning Manager at Ackerstein Zvi Ltd and in the Group and by virtue of her independent activity in the field of planning and architecture. As part of her role in recent years, Ms. Karin Clear Ackerstein has contributed significantly to managing planning processes, design, management of asset enhancement projects and maximizing the potential inherent in them, and supervision and control over the work of consultants, architects, and professionals providing services to the Company in this field.

24.6. The members of the Audit Committee (also sitting as the Compensation Committee) and the Board of Directors believe that in view of the performance of each of Zvi Ben Ackerstein, Maya Lipin Ackerstein, and Karin Clear Ackerstein during the years they have served in their roles, and taking into account the shifts and developments that occurred in the complexity of their roles and their areas of responsibility, and in light of the developments that occurred in the Company's business, it is appropriate to approve the extension of the engagements in the employment agreements.

24.7. The members of the Audit Committee (also sitting as the Compensation Committee) and the Board of Directors examined comparative data regarding the annual employment cost of similar position holders in public companies with activity characteristics similar to the Company's

activity characteristics and/or to the Company's scope of activity and the Company's market value. Based on this examination, the members of the Compensation Committee believe that the terms of tenure and employment, as reflected in the employment agreements, are reasonable and fair and reflect the contribution of each of Zvi Ben Ackerstein, Maya Lipin Ackerstein, and Karin Clear Ackerstein to the success of the Company and the continued development of its business.

24.8. In approving the extension of the engagement in the existing management agreement, the members of the Audit Committee (also sitting as the Compensation Committee) and the Board of Directors also examined the ratio between the terms of tenure and employment of each of Zvi Ben Ackerstein, Maya Lipin Ackerstein, and Karin Clear Ackerstein to the average salary and the median salary in the Company. The members of the Compensation Committee believe that the said ratios are reasonable and fair and are not expected to have a negative impact on labor relations in the Company.

24.9. The employment agreements do not include a distribution as defined in the Companies Law.

24.10. The terms of the employment agreements are in accordance with the proposed Compensation Policy.

24.11. There were no objectors in the Audit Committee (also sitting as the Compensation Committee) and the Company's Board of Directors to the approval of the employment agreements.

24.12. Absence of the Need for a Competitive Process

The Company's Audit-Compensation Committee determined, in accordance with the provisions of Section 117(1b) of the Companies Law, that it is not required to conduct a competitive process in connection with the engagements in the employment agreements, for the reasons detailed below:

24.12.1. This concerns the employment of serving position holders based on their personal skills and based on their deep and long-standing acquaintance with the Company.

24.12.2. The employment of each of Zvi Ben Ackerstein, Maya Lipin Ackerstein, and Karin Clear Ackerstein has personal and unique value given within the framework of the role, and due to the unique characteristics of the role characterized as a "position of trust".

24.12.3. As an alternative to conducting a competitive process, the Company conducted another procedure as detailed below:

24.12.3.1. Examination of the employment agreements and the terms of tenure and employment in light of benchmark work of accepted compensation for such position holders in similar companies, which was conducted by an external consultant specializing in the field of compensation for officers.

24.12.3.2. The Compensation Committee and the Company's Board of Directors examined the considerations set forth in the First Appendix A to the Companies Law as well as the significant contribution of Zvi Ben...

Ackerstein, Maya Lipin Ackerstein, and Karin Clear Ackerstein to the development of the Company's business and its financial results during the years of their tenure in the Company.

24.12.3.3

The terms of the employment agreements are in accordance with the proposed compensation policy.

24.13

In light of all the above, the members of the Compensation Committee and the Board of Directors are of the opinion that under the circumstances of the case, the terms of the employment agreements are reasonable, fair, and for the benefit of the Company.

24.14

There were no objectors in the Compensation Committee and the Company's Board of Directors to the engagement in the employment agreements.

Part D - Details regarding Resolution No. 9 on the Agenda - Approval of Granting Letters of Exemption and Indemnification to the Controlling Shareholders

25. Description of the Main Features of the Transaction, Names of the Parties to it, Dates Set for it, and its Conditions

25.1 General

In accordance with the provisions of Regulation 1B(b)(2) of the Companies Regulations (Reliefs in Transactions with Interested Parties), 5760-2000, the engagement of a company with a controlling shareholder regarding their employment terms requires approval after five years from the date the company became a reporting corporation. The exemption and indemnification letters were described and attached to the prospectus, and therefore the said engagements are in effect until May 30, 2026. Accordingly, it is proposed to approve the granting of exemption and indemnification letters to the controlling shareholders as stated, which will be in effect for three years from the stated date, in the standard version used in the Company for all officers and directors, as detailed in Section 25.2 below.

25.2 Approval of Granting Exemption and Indemnification Letters

Approval of granting an exemption and indemnification letter to: Giora Ackerstein (Chairman of the Board), Stephanie (Shula) Ackerstein (Director), Karin Clear Ackerstein, Maya Lipin Ackerstein (Directors and Head of the Company's Legal Division), and Zvi Ben Ackerstein (Director and Active Deputy Chairman of the Board and Chairman of the Board of Ackerstein Industries Ltd.), for three years starting from May 30, 2026.

The version of the exemption letter is attached as Appendix A to the Summoning Report.

Name of the controlling shareholder and nature of his personal interest

As detailed in Section 18 of Part C above.

26. The Way the Consideration/Terms of the Exemption and Indemnification Letter Were Determined

The exemption and indemnification letter for the officers detailed above are identical to the exemption and indemnification letters granted to all of the Company's officers from time to time.

27. Required Approvals

As detailed in Section 20 of Part C above.

28. Transactions of its Type or Similar Transactions

As detailed in Section 21 of Part C above.

29. Names of the Directors Who Have a Personal Interest and the Nature of this Personal Interest

As detailed in Section 22 of Part C above.

30. Reasons of the Audit Committee (also sitting as the Compensation Committee) and the Board of Directors for Approving the Extension of the Validity of the Exemption and Indemnification Letters

The following is a summary of the reasons of the Audit Committee (also sitting as the Compensation Committee) and the Company's Board of Directors for approving the extension of validity and granting of the exemption and indemnification letters:

30.1. The granting of exemption and indemnification letters to officers in the Company is a common practice among public companies in Israel.

30.2. Granting exemption and indemnification letters is a reasonable means that allows officers to act for the benefit of the Company knowing that this action will not expose them personally in accordance with the limitations under the law.

30.3. The exemption and indemnification letters are in accordance with the provisions of the Companies Law, the Company's Articles of Association, and its Compensation Policy and are in the identical version to the exemption and indemnification letters of the other officers in the Company.

30.4. And the indemnification are appropriate and reasonable considering the nature and scope of the Company's activity and considering the risks involved in the performance of the duties of the controlling shareholder directors as officers in the Company and the scope of responsibility imposed on officers in the Company. The events included in the indemnification letter are reasonable and expected in light of the nature of the Company's activity at this time.

30.5. In light of all the above, the members of the Compensation Committee and the Board of Directors are of the opinion that granting exemption and indemnification letters to the controlling shareholder directors (or in which a controlling shareholder has a personal interest in the engagement with them) is appropriate, reasonable, and for the benefit of the Company.

30.6. The granting of an exemption and indemnification letter does not constitute a distribution as defined in the Companies Law.

30.7. There were no objectors in the Audit Committee (also sitting as the Compensation Committee) and the Company's Board of Directors to the approval of the extension of validity and granting of the exemption and indemnification letters.

Part E - General Details in Connection with Calling the Meeting for the Approval of the Resolutions on the Agenda

31. The Required Majority

31.1. The majority required for the approval of the resolutions detailed in Sections 2 and 3 on the agenda above is an ordinary majority of all the votes of the shareholders participating and voting in the meeting, without taking into account the votes of those abstaining.

31.2. The majority required for the approval of the resolutions detailed in Section 4 on the agenda above is the majority set forth in Section 239(b) of the Companies Law, namely, an ordinary majority of all the votes of the shareholders participating and voting in the meeting, without taking into account the votes of those abstaining, provided that one of the following is met:

31.2.1. The count of the majority votes in the meeting will include a majority of all the votes of the shareholders who are not the controlling shareholders of the Company or those having a personal interest in the approval of the appointment, except for a personal interest that is not a result of their connection with the controlling shareholder, who participate in the vote; in the count of the votes of the said shareholders, the votes of those abstaining will not be taken into account; the provisions of Section 276 of the Companies Law shall apply to whoever has a personal interest, with the necessary changes;

31.2.2. The total votes of those opposing from among the shareholders stated in Section 32.2.1 above did not exceed a rate of two percent of all the voting rights in the Company.

31.3. The majority required for the approval of the resolution detailed in Section 5 on the agenda above is the majority set forth in Section 267A(b) of the Companies Law, namely, an ordinary majority of the shareholders participating and voting in the meeting, without taking into account the votes of those abstaining, provided that one of the following is met:

31.3.1. The count of the majority votes in the meeting will include a majority of all the votes of the shareholders who are not controlling shareholders in the Company or those having a personal interest in the approval of the compensation policy, who participate in the vote; in the count of all the votes of the said shareholders, the votes of those abstaining will not be taken into account; the provisions of Section 276 of the Companies Law shall apply to whoever has a personal interest, with the necessary changes;

31.3.2. The total votes of those opposing from among the shareholders stated in Section 31.3.1 above did not exceed a rate of two percent of all the voting rights in the Company.

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31.4. The majority required for the approval of the decisions specified in sections 6-9 on the agenda above is the majority stipulated in section 275(a)(3) of the Companies Law, i.e., 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:

31.4.1. The majority of the votes at the meeting shall include a majority of the total 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 the total votes of the said shareholders, abstaining votes will not be taken into account;

31.4.2. The total opposing votes among the shareholders mentioned in section 31.4.1 above did not exceed a rate of two percent of the total voting rights in the company.

31.5. It will be clarified that to the best of the Company's knowledge, the holding rate of the controlling shareholders, who currently hold approximately 67.52% of the Company's issued and paid-up share capital, grants them the majority required for the approval of the decisions specified in sections 2 and 3-1 on the agenda above.

32. Record Date

The record date for determining the eligibility of a shareholder regarding the right to vote at a general meeting in accordance with section 182(b) of the Companies Law and regulation 3 of the Companies Regulations (Written Voting and Position Statements), 5765-2005, is Thursday, April 23, 2026, at the end of the trading day on the Tel Aviv Stock Exchange Ltd. ("the Record Date") and if no trading occurred on the Record Date, then on the last trading day preceding it.

33. Voting Method

Shareholders may vote on all the decisions on the agenda as detailed above, in person or by proxy, as well as via an electronic ballot (as defined below) and a written ballot (as defined below).

33.1. Ownership Certificate

In accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at the General Meeting), 5760-2000, a shareholder whose share is registered with a TASE member and that share is included among the shares registered in the register in the name of the Nominee Company, who wishes to vote at the meeting in person or by proxy, shall provide the Company with a certificate from the TASE member regarding his ownership of the share on the Record Date, as required by the said regulations ("Ownership Certificate").

A shareholder whose shares are registered with a TASE member is entitled to receive the Ownership Certificate from the TASE member through whom he holds his shares at the branch of the TASE member or by mail to his address in exchange for shipping fees only, if requested, provided that a request for this matter is given in advance for a specific securities account. An unregistered shareholder may instruct that his Ownership Certificate be transferred to the Company via the electronic voting system.

33.2. Voting by Proxy

A shareholder may appoint a proxy to participate and vote in his place, provided that a letter of authorization for the appointment of the proxy is delivered to the Company at least two business days before the date of the meeting, unless the Company waived this requirement. A proxy need not be a shareholder of the Company. The above shall also apply to a shareholder that is a corporation, appointing a person to participate and vote in its place at the meeting.

The letter of authorization shall be signed by the shareholder or by the person authorized to do so in writing, and if the appointer is a corporation, it shall be signed in a manner that binds the corporation. The Company may demand that a written certificate be delivered to its satisfaction regarding the authority of the signatories to bind the corporation. The letter of authorization will be prepared in the version specified in section 15.2 of the Company's Regulations. The Company Secretary or the Company's Board of Directors shall be entitled, at their discretion, to accept a letter of authorization in a different version, provided that the changes are not material. The Company will only accept an original letter of authorization or a copy of the letter of authorization, provided it is certified by a notary or a lawyer with an Israeli license.

33.3. Voting via Written Ballot

Shareholders may vote in relation to all decisions on the agenda as detailed above, via a written ballot (hereinafter: "Written Ballot"). The version of the written ballot and position statements for the said meeting can be found on the MAGNA distribution site at: www.magna.isa.gov.il and on the TASE website.

on the Tel Aviv Stock Exchange Ltd. at the address www.tase.co.il (hereinafter: "Distribution Site" and "TASE Site", respectively).

A shareholder may contact the Company directly and receive from it, free of charge, the version of the written ballot and position statements. A TASE member shall send, free of charge, by email, a link to the version of the written ballot and position statements on the Distribution Site to any shareholder who is not registered in the shareholder register and whose shares are registered with the TASE member, unless the shareholder notified that he is not interested in this, and provided that the notice was given regarding a specific securities account and at a time prior to the Record Date. A shareholder's notice regarding the written ballot shall also apply to the receipt of position statements.

Voting will be done on the second part of the written ballot, as published on the Distribution Site, listed above.

A written ballot shall 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. A written ballot shall be valid for a shareholder registered in the Company's books only if a copy of an ID card, passport, or certificate of incorporation is attached to it.

The deadline for providing written ballots to the Company is: Thursday, May 28, 2026, no later than 09:00.

33.4. Voting via Electronic Ballot

Shareholders may vote in relation to all decisions on the agenda as detailed above, via a ballot that will be transmitted through the electronic voting system ("Electronic Ballot").

A shareholder whose share right is registered with a TASE member is entitled to receive an identification number and access code from the TASE member as well as additional information regarding the meeting, and after a secure identification process, will be able to vote in the electronic voting system. A shareholder voting via the electronic ballot is not required to provide the Company with an Ownership Certificate in the manner stated above.

The electronic ballot opens for voting at the end of the Record Date. Voting via the electronic voting system will end 6 hours before the time of the meeting (i.e., Thursday, May 28, 2026, at 07:00), at which time the electronic voting system will be locked.

33.5. Position Statements

A shareholder in the Company may contact the Company and request it to send a position statement on his behalf to the other shareholders in the Company.

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 shareholders' position statements are submitted and the Board of Directors chooses to submit its response to the aforementioned position statements, is: Wednesday, May 20, 2026.

34. Legal Quorum and Adjourned Meeting

According to the Company's Regulations, a legal quorum for opening the discussion at the meeting will be formed when two shareholders are present themselves or by proxy or via electronic ballot, holding or representing at least 50% of the voting rights in the Company. Regarding a legal quorum, a shareholder or his proxy, who also serves as a proxy for other shareholders, will be considered as two or more shareholders, according to the number of shareholders he represents.

If half an hour has passed from the time set for the meeting and a legal quorum was not found, the meeting will be adjourned to the same day in the following week, at the same time and at the same place without further notice, or to another day, time and place as determined by the Board of Directors in a notice to shareholders, and at the adjourned meeting, the matters for which the first meeting was called will be discussed. If a legal quorum was not found at the adjourned meeting as stated, at least one shareholder, present himself or by proxy or via electronic ballot, shall constitute a legal quorum at the end of the hour set for the adjourned general meeting, except if it was convened upon the request of shareholders, in which case one shareholder present himself or by proxy or via the ballot, holding or representing at least 10% of the voting rights in the Company shall constitute a legal quorum.

35. Notice of the Existence of a Personal Interest

A shareholder participating in the vote regarding the decisions on the agenda above shall notify the Company before his vote, and if the vote is via a ballot (written or electronic) - he shall mark on the ballot in the designated place, if he has a personal interest in the approval of the decisions on the agenda. If a shareholder did not mark as stated, his vote will not be counted.

If a shareholder voted on the said decisions by proxy, the proxy shall also notify the Company before the vote whether he is considered to have a personal interest in the approval of the decisions on the agenda, or not.

Furthermore, every shareholder shall notify the Company before his vote, and if the vote is via a ballot (written or electronic), he shall mark on the ballot in the designated place, whether he is an interested party, a senior officer, or an institutional investor.

36. Adding an Item to the Agenda

After the publication of this report, there may be changes to the agenda, including adding an item to the agenda, and it will be possible to view the updated agenda in the Company's reports which will be published on the Distribution Site and the TASE Site. A shareholder's request according to section 66(b) of the Companies Law, to include a subject in the meeting's agenda, shall be provided to the Company up to seven days after the publication of the report.

If such a request is submitted, and the Company's Board of Directors finds that the subject is suitable to be discussed at the meeting, the Company will publish an updated agenda on the Distribution Site in accordance with the schedules set in section 5b of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding a Subject to the Agenda), 5760-2000. It will be clarified that the publication of the updated agenda (including the additional subjects), if updated, does not change the Record Date as defined above.

37. 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 acceptable working hours, after prior coordination with Mr. Saar Egozi, Legal Counsel and Company Secretary (Phone: 09-9596622, Fax: 09-9543130) and this until the date of the meeting's convening. A copy of the summoning report is also published on the Distribution Site and the TASE Site. The Company's representatives regarding the handling of this report are Adv. Yuval Eden and Adv. Matan Kedar, from the firm Goldfarb Gross Seligman & Co., external legal counsel (Phone: 03-6074444).

38. Authority of the Securities Authority

In accordance with the provisions of Regulation 10 of the Transactions with a Controlling Shareholder Regulations:

38.1. Within twenty-one (21) days from the publication date of this summoning report, the Securities Authority or an employee authorized by it for this purpose (hereinafter: "the Authority") may instruct the Company to provide, within a timeframe it determines, an explanation, detail, information, and documents regarding the decisions detailed in sections 6-9 of the summoning report, as well as to instruct the Company on the correction of the summoning report in the manner and at the time it determines.

38.2. If an instruction to correct the report was given as stated, the Authority may instruct to postpone the date of the meeting to a date that will occur no earlier than 3 business days and no later than 35 days from the publication date of the correction to this summoning report.

38.3. The Company will submit a correction according to such instruction in the manner set in Regulation 2(a)(1) of the Transactions with a Controlling Shareholder Regulations, will send it to all shareholders to whom this summoning report was sent, and will also publish an announcement on this matter, in the manner set in Regulation 2(a)(2) of the Transactions with a Controlling Shareholder Regulations, and all unless the Authority instructed otherwise.

38.4. If an instruction was given regarding the postponement of the meeting's convening date, the Company will notify of the instruction in an immediate report.

Sincerely,

Ackerstein Group Ltd.

By:

Saar Egozi, Legal Counsel and Company Secretary

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Appendix A - Version of the Exemption and Indemnification Letter

Ackerstein Group Ltd ("the Company")

Date:

Dear Sir/Madam,

Re: Commitment Letter for Exemption and Indemnification

The Company undertakes towards you as follows:

1. Headings and Definitions

1.1 The Addendum to this Exemption and Indemnification Letter constitutes an integral part hereof.
1.2 The headings in this Exemption and Indemnification Letter are intended for convenience only and shall not be used for the interpretation of this Exemption and Indemnification Letter or any of its provisions.
1.3 In this Exemption and Indemnification Letter, the following terms shall have the meanings set forth beside them, unless another intention is implied by the context. Any other term or expression in this Exemption and Indemnification Letter shall have the meaning given to it in the Companies Law, and in the absence of a definition in the Companies Law, the meaning given to it in the Securities Law, unless expressly stated otherwise, or if the context requires a different interpretation. And these are the terms:

"Companies Law"	The Companies Law, 5759-1999, as amended from time to time.
"Securities Law"	The Securities Law, 5728-1968, as amended from time to time.
"Action"	Any decision and/or action, whether by act or omission.

"Administrative Enforcement Proceeding"	A proceeding under Chapters H3 (Imposition of financial sanction by the Securities Authority), H4 (Imposition of administrative enforcement measures by the Administrative Enforcement Committee) or I1 (Arrangement to avoid proceedings or terminate proceedings, subject to conditions) of the Securities Law, as amended from time to time; as well as a proceeding for the imposition of a financial sanction under Article D of Chapter Four of Part Nine of the Companies Law, as amended from time to time; as well as a proceeding under Chapter G1 of the Economic Competition Law, 5748-1988, as amended from time to time, and any other administrative proceeding for which by law (and subject to that law) indemnification can be granted for payments related thereto or expenses incurred in connection therewith.
"The Policy" or "The Insurance Policy"	A directors and officers liability insurance policy purchased, if purchased, or that will be purchased, if purchased, by the Company, whether in one policy or more than one policy.
"Articles of Association"	The Articles and Memorandum of Association of the Company, as amended from time to time.
"Officer"	Each of the officers of the Company, including those among the controlling shareholders and/or their relatives and/or anyone on their behalf, serving in the Company and/or in a subsidiary of the Company and/or in an affiliate of the Company, as they may be from time to time.

2. Validity of the Commitment Letter for Exemption and Indemnification

Subject to all the following in this commitment letter, it is hereby clarified that this commitment letter shall be in effect only after the signature of the officer at the end of this commitment letter.

3. Exemption from Liability

Subject to the provisions of the Articles of Association and the provisions of any law, the Company hereby exempts the officer in their capacity in the Company and in an affiliate thereof (for convenience, each of them shall be called hereinafter: "Officer") from liability, in whole or in part, for damage caused due to a breach of the duty of care towards the Company, or for any other breach for which the law allows the Company to exempt an officer from liability, to the maximum extent permitted by law. It is clarified that the exemption as specified below shall not apply to a transaction in which a controlling shareholder or any officer in the Company (including an officer other than the one for whom the exemption is granted) has a personal interest.

4. Indemnification Commitment

4.1. Indemnification Commitment and Indemnification Cost

The Company hereby undertakes to indemnify the officer in advance to the maximum possible extent, subject to the provisions of any law that cannot be stipulated against and subject to the provisions of this exemption and indemnification letter and the provisions of the Articles of Association, for any liability or expense as specified below (hereinafter: "Indemnification Grounds") that may be imposed on any of them, or that they may incur, due to their actions by virtue of their position in the Company, including for their tenure on behalf of any of them in affiliates of the Company, as applicable:

4.1.1. Financial liability imposed on the officer in favor of another person according to a judgment, including a judgment given in a settlement or an arbitrator's award confirmed by a court. The commitment to provide such indemnification is limited to one or more of the events specified in the addendum to this exemption and indemnification letter (hereinafter: "the Addendum"), which in the opinion of the Company's Board of Directors are predictable in light of the Company's actual activities at the time of providing the indemnification commitment, provided that the maximum amount of indemnification shall not exceed the amount or the standard specified in Section 4.3.1 below, which the Company's Board of Directors has determined to be reasonable under the circumstances;

4.1.2. Reasonable litigation expenses, including attorneys' fees, incurred by the officer or charged to them by a court, in a proceeding filed against them by the Company or on its behalf or by another person, or in a criminal charge from which they were acquitted, or in a criminal charge in which they were convicted of an offense that does not require proof of criminal intent;

4.1.3. Reasonable litigation expenses, including attorneys' fees, incurred by the officer due to an investigation or proceeding conducted against them by an authority authorized to conduct an investigation or proceeding, and which ended without an indictment being filed against them and without a financial liability being imposed on them as an alternative to a criminal proceeding, or which ended without an indictment being filed against them but with the imposition of a financial liability as an alternative to a criminal proceeding for an offense that does not require proof of criminal intent. In this paragraph, the terms "conclusion of a criminal proceeding without filing an indictment in a matter in which a criminal investigation was opened" and "financial liability as an alternative to a criminal proceeding" shall have the meanings assigned to them in Section 260(a)(1a) of the Companies Law;

4.1.4. Payment to a victim of a breach as stated in Section 52nd(a)(1)(a) of the Securities Law or expenses incurred in connection with an administrative enforcement proceeding, including reasonable litigation expenses, and including attorney's fees;

4.1.5. Expenses incurred in connection with a proceeding conducted in their matter under the Economic Competition Law, 5748-1988 and/or in connection with it, including reasonable litigation expenses, and including attorney's fees;

4.1.6. Any other liability or expense for which it is permitted and/or will be permitted to indemnify an officer in the company, according to the Companies Law.

4.2. Exceptions to Indemnification

Subject to the provisions of any law, the Company shall not indemnify the officer for a financial liability or expenses imposed on them or incurred by them due to one of the following:

4.2.1. Breach of the duty of loyalty towards the Company, except for a breach of the duty of loyalty in good faith where the officer had reasonable grounds to assume that the action would not harm the interests of the Company.

4.2.2. Breach of the duty of care committed intentionally or recklessly, unless committed through negligence only.

4.2.3. Action taken with the intent to produce an unlawful personal profit.

4.2.4. A fine, civil fine, financial sanction, or monetary settlement (kofer) imposed on them.

4.3. Maximum Indemnification Amount

4.3.1. The maximum indemnification amount to be paid to each of the officers and to all of them together, for a single case and in aggregate, shall not exceed an amount equal to 25% of the Company's equity according to the Company's last consolidated financial reports, as of the date of the actual indemnification, whichever is higher, beyond the amounts received, if any, from an insurance company under insurance entered into by the Company, if entered into (hereinafter: "Maximum Indemnification Amount").

4.3.2. It is hereby clarified that the payment of the aforementioned indemnification does not harm the officer's right to receive insurance benefits for events establishing indemnification grounds, guaranteed in the insurance policy, subject to the provisions of Section 4.8.3 below.

It is also clarified that the indemnification will apply to deductible amounts for which they will be charged by virtue of the insurance policy. It is explicitly emphasized that the Company's payments under this exemption and indemnification letter will constitute an "additional layer" (which does not constitute double compensation) beyond the total insurance benefits paid by the insurer, to the extent that such are paid. It is emphasized that this commitment to indemnify does not constitute a contract for the benefit of any third party, including any insurer, and no third party, including any insurer, shall have any right to demand participation of the Company in a payment to which an insurer is liable under an insurance agreement made with it, except for the deductible specified in the policy as mentioned.

4.3.3. If, at the time of actual indemnification, the Company is aware of additional events for which it may be liable due to providing indemnification to other officers (hereinafter: "Other Indemnification Cases") and the total amount the Company may be liable for due to this letter and due to the other indemnification cases exceeds the maximum indemnification amount, then the Company may withhold that amount which in its opinion will be necessary for it to meet its commitment also towards the other officers and only after the final total amount that the Company must pay according to this indemnification together with the other indemnification cases is determined, pay the remainder in whole or in part, as the case may be.

4.3.4.

If and to the extent that the total of all indemnification amounts the Company is required to pay to the officers, as mentioned in Section 4.3.1 above, exceeds at any time the maximum indemnification amount or the balance of the maximum indemnification amount (as it exists at that time) according to Section 4.3.1 above, the maximum indemnification amount or its balance shall be divided among the officers entitled to indemnification for claims they submitted to the Company under the letters of exemption and indemnification and were not paid to them until that date (hereinafter: "Entitled Officers"), in such a way that the indemnification amount received by each of the entitled officers, in practice, will be calculated according to the ratio between the amount of the liability for indemnification of each of the entitled officers and the amount of the indemnifiable liability of all entitled officers, in aggregate.

4.3.5. If the Company has paid indemnification amounts to officers in the amount of the maximum indemnification amount, the Company shall not bear additional indemnification amounts unless the payment of the additional indemnification amounts is approved by the organs in the Company authorized to approve this increase according to any law, at the time of payment of the additional indemnification amounts and subject to the amendment of the Articles of Association, if required for this purpose, according to any law.

4.4. Interim Payments

4.4.1. Upon the occurrence of an event for which the officer may be entitled to indemnification in accordance with the above, the Company will place at their disposal as an advance on account of the indemnification amount, from time to time, the funds required to cover the expenses and other payments of various kinds involved in handling any legal proceeding against them related to that event, including investigation proceedings and mediation or arbitration proceedings, in a manner that the officer will not be required to pay or finance them themselves, all subject to the terms and provisions in this exemption and indemnification letter including the maximum indemnification amount.

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4.4.2

In the event that the Company pays any amounts to the officer/officers or on his behalf under this letter of exemption and indemnity in connection with such a legal proceeding, and it subsequently becomes clear that he is not entitled to indemnity from the Company for those amounts, the provisions of Section 4.11 below shall apply.

4.4.3

As part of its obligations, the Company shall also provide required collaterals and/or a guarantee that the officer/officers may be required to provide according to interim decisions of the court or an arbitrator, including for the purpose of replacing liens imposed on the assets of the officer/officers, subject to the limit of the maximum indemnity amount.

4.5

Indemnity Conditions

Without derogating from the above, the commitment for indemnity under this letter is subject to the conditions detailed below:

4.5.1

There is no legal impediment to indemnifying the officer/officers.

4.5.2

As far as permitted by law, the officer/officers shall notify the Company in writing of any legal and/or administrative proceeding (including but not limited to, a demand of any kind including an investigation by a competent authority, a legal claim and/or a civil claim including a claim for monetary damages and/or a request for declaratory relief and including an administrative enforcement proceeding) that may be opened against him in connection with any event for which the indemnity may apply and of any threat delivered to him in writing against him within which personal responsibility for monetary damage is attributed to him (hereinafter: "legal proceeding"), and of circumstances brought to his attention that may lead to the opening of a legal proceeding, immediately upon first becoming aware of it (hereinafter: "indemnity notice"), and shall deliver without delay to the Company or to whomever it notifies him, any document in connection with that proceeding.

4.5.3

Subject to the terms of the Company's insurance policy, as it may be from time to time, and as long as it is in force, the following provisions shall apply regarding the legal handling for an event that establishes a cause for indemnity under the terms of this letter of exemption and indemnity:

4.5.3.1

Except in cases where proceedings were opened against the officer/officers by the Company, the Company shall be entitled, but not obligated, to participate and/or take upon itself, the handling of the defense of the officer/officers in that legal proceeding and/or to deliver said handling to any lawyer that the Company chooses for this purpose (except for a lawyer who is not acceptable to the officer/officers for reasonable reasons) (hereinafter: "the appointed lawyer") at its responsibility and expense.

4.5.3.2

If within 10 days of receiving the indemnity notice the Company has not taken upon itself the handling of the legal proceeding or if the officer/officers objects to his representation by the appointed lawyer for reasonable reasons, he shall be entitled to deliver the handling of the legal proceeding to a lawyer of his choice, and the Company shall indemnify him for the legal fees of the other lawyer, provided that the identity of the lawyer and the legal fee arrangement with him shall be subject to the approval of the Company's board of directors, which shall not refuse except for reasonable reasons. If the full amount of the requested legal fee is not approved and the officer/officers decides not to waive the services of the lawyer he chose, he shall be entitled to receive from the Company the amount of the legal fee that was approved for him, and the balance shall be paid by him and at his expense.

4.5.3.3

If the Company has taken upon itself the handling of the legal proceeding, the Company shall not be obligated to pay the officer/officers indemnity for litigation expenses it incurs regarding the management of the legal defense.

4.5.3.4

The Company and/or the appointed lawyer shall act within the scope of the aforementioned handling to bring the aforementioned legal proceeding to an end. The appointed lawyer shall act and owe a duty of loyalty to the Company and to the officer/officers. Where, in the opinion of the officer/officers or in the opinion of the appointed lawyer, a concern of conflict of interest arises, or if, in the opinion of the officer/officers or the appointed lawyer, circumstances occur in which a conflict of interest may arise between him and the Company and/or between him and any other officer/officers who is a party to the proceeding, in his defense against that legal proceeding, the officer/officers shall notify and/or the appointed lawyer shall notify the officer/officers thereof, as the case may be, of this conflict of interest and the officer/officers shall be entitled to appoint a lawyer on his behalf to handle his defense in accordance with the indemnity provisions detailed in subsection 4.5.3.2 above.

4.5.4 The Company shall not be entitled to bring the aforementioned legal proceeding to an end by way of settlement and/or arrangement and/or to agree to a settlement and/or arrangement as a result of which it will be required to pay amounts for which the officer/officers will not be indemnified under this letter of exemption and indemnity and which will also not be paid in full within the framework of the insurance policy purchased, if purchased, by the Company, except with the prior written consent of the officer/officers. Furthermore, the Company shall not be entitled to bring the dispute subject of the aforementioned legal proceeding to a decision by way of arbitration or mediation or conciliation, except with the prior written consent of the officer/officers, provided that he shall not refuse to give his consent except for reasonable reasons that shall be provided to the Company in writing. For the avoidance of doubt, even if the dispute in the legal proceeding is transferred for resolution by way of arbitration or mediation or conciliation or in any other way, the Company shall bear all expenses related thereto according to this letter of exemption and indemnity as far as it is legally obligated in a normal legal proceeding.

4.5.5 Notwithstanding the above, the Company shall not be entitled to bring the aforementioned legal proceeding to an end by way of settlement and/or arrangement and/or to bring the dispute subject of the aforementioned legal proceeding to a decision by way of arbitration and/or mediation or conciliation in cases of criminal charges against the officer/officers, unless the officer/officers has given his prior written consent thereto. The officer/officers may refuse to give his aforementioned consent in this paragraph at his sole discretion and without being required to justify his refusal.

4.6 Cooperation with the Company

4.6.1 Upon the Company's request, the officer/officers shall sign any document that will authorize the Company and/or any such lawyer, to handle the defense in his name in that legal proceeding and to represent him in everything related thereto, in accordance with the above. Furthermore, upon the Company's request, and if permitted by law, the officer/officers shall deliver to the Company and/or to a third party in accordance with the Company's instructions, immediately, any document and/or power of attorney requested for the purpose of handling his defense in accordance with this letter of exemption and indemnity.

4.6.2 The officer/officers shall cooperate with the Company and/or with any lawyer as mentioned above in any reasonable manner required of him by any of them within the framework of their handling in connection with that legal proceeding, provided that the Company takes care of the coverage of all expenses and various other payments mentioned in section 4.1 above, that will be involved therein, in a manner that the officer/officers will not be required to pay them or finance them himself, and this without derogating from the indemnity guaranteed to him according to the provisions of this letter of exemption and indemnity, all subject to the provisions of this letter of exemption and indemnity.

4.6.3 Furthermore, the officer/officers undertakes to fulfill all the insurers' instructions under any liability policy for officers/officers that the Company and/or the officer/officers will enter into in connection with defending in the legal proceeding, as required of him by any of them within the framework of their handling in connection with that legal proceeding.

4.7 Coverage of Liabilities

Whether the Company acts as specified in section 4.5.3.1 above or not, the Company will take care to cover all expenses and various other payments mentioned in section 4.1 above in a manner that the officer/officers will not be required to pay them or finance them himself, and this without derogating from the indemnity guaranteed to him according to what is stated in this letter, and/or the insurance policy the Company will purchase from time to time, if it purchases, all subject to what is stated in this letter of exemption and indemnity.

4.8 Non-Applicability of Indemnity

4.8.1 The Company shall not be obligated to indemnify the officer/officers under this letter of exemption and indemnity for any amount paid by him under the terms of a settlement or arbitration agreement in the legal proceeding which he chose to conduct himself unless the Company agreed in writing to that settlement or to the conduct of that arbitration, as the case may be; however, the Company shall not withhold its aforementioned consent except for reasonable reasons that shall be explained.

4.8.2 Furthermore, the indemnity shall not apply in the case of the officer/officers's confession to a criminal charge for an offense that does not require proof of criminal intent unless the Company received notice of his intention to confess to such an offense in writing and in advance.

4.8.3 The Company shall not be required to pay under this letter amounts regarding any event that were actually paid to him or for him or in his place in any way within the framework of insurance (purchased by the Company, if and to the extent it was purchased) or any indemnity commitment of a third party that is not the Company except in an amount equal to the difference between the indemnity amount to which the officer/officers is entitled under the letter of exemption and indemnity and

the amount paid by virtue of the insurance policy regarding the same event and/or the other indemnity agreement, provided that the indemnity amount the Company will be liable for does not exceed the maximum indemnity amount. Nothing in this section shall derogate from the rights of the officer/officers regarding the Company bearing the deductible specified in the policy and/or the transfer of insurance benefits received by the Company from insurers for the liability of the officer/officers and/or legal expenses he bore.

4.9 Payment of Indemnity

Upon your request for payment regarding any case under this letter, the Company will take all actions necessary by law for its payment, and will act to arrange any approval that may be required in connection therewith, if required. If any such approval is required for any payment, and that payment is not approved accordingly for any reason, this payment or any part thereof that is not so approved shall be subject to court approval and the Company shall act to obtain it.

4.10 Period of Exemption and Indemnity

The Company's obligations for exemption and indemnity according to this letter shall stand to the benefit of the officer/officers and/or to the benefit of his estate without time limit, even after the termination of his employment with the Company and/or his tenure as an officer/officers in the Company, provided that the actions for which the commitment for exemption and indemnity is given were performed during the performance of his role and/or the period of his employment with the Company and/or his tenure in the Company and/or his tenure as an officer/officers in the Company, regardless of the date of discovery of the event for which the officer/officers is entitled to indemnity under this letter of exemption and indemnity.

4.11 Return of Indemnity Sums Paid

4.11.1 In the event that the Company pays to the officer/officers or in his place any sums under this letter in connection with such legal proceeding, including by way of providing legal representation as mentioned, and it subsequently becomes clear that he is not entitled to indemnity from the Company for those sums, these sums shall be considered a loan given to the officer/officers by the Company, plus interest at the minimum rate as shall be determined from time to time by law so that the loan recipient's interest does not constitute a taxable benefit and plus linkage differences, and the officer/officers shall return these sums to the Company plus VAT on the interest according to law, when required in writing by it to do so, and according to a payment arrangement the Company shall determine.

4.11.2 In the event it becomes clear that the liability for which the Company paid indemnity amounts has been canceled or its amount decreased for any reason, the officer/officers undertakes to assign all his rights to refund such an amount and to perform all necessary actions so that this assignment will be valid. If he does not do so, the officer/officers must return the aforementioned amounts to the Company plus interest and linkage differences at the rate and for the period that he was entitled to a refund of this amount from the plaintiff.

5. Miscellaneous

5.1 The Company undertakes to notify the officer/officers of any event for which the exemption or indemnity may apply as soon as possible.

5.2

The Company's obligations under this letter shall be interpreted broadly and in a manner intended to fulfill them, as far as permitted by law, for the purpose for which they were intended. Should it be determined that a provision of the provisions of this letter of exemption and indemnity is unenforceable and/or is void for any reason and/or in the case of a contradiction between any provision in this letter and provisions of law that cannot be stipulated against, modified or added to, the said provision of law shall prevail, but this shall not harm or derogate from the validity of the rest of the provisions in this letter.

5.3

The Company shall be entitled, at its sole discretion and at any time, to cancel its commitment for exemption and/or indemnity under this letter, or to change any of its terms including to reduce the maximum indemnity amount thereunder, or to reduce the events to which it applies, whether regarding all officer/officers or regarding part of them as long as it refers to events that occur after the date of the change - provided that prior notice of its intention is given to the officer/officers, in writing, at least 10 days before the date on which its decision takes effect. For the avoidance of any doubt, it is hereby clarified that any such decision, which has the effect of worsening the terms of this letter or canceling it, shall not have any kind of retroactive application and the letter of exemption and indemnity prior to its change or cancellation, as the case may be, will continue to apply and be valid for all intents and purposes regarding any event prior to the change or cancellation, even if the proceeding regarding it was filed against the officer/officers after the change or cancellation of the letter of exemption and indemnity.

5.4

This letter of exemption and indemnity does not derogate from the provisions of the Company's articles of association regarding retrospective indemnity and the commitment to indemnify you in accordance with this letter does not derogate from the exemption given to you, if given, in the incorporation documents.

5.5

To avoid doubt it is hereby determined that this letter of exemption and indemnity does not constitute a contract for the benefit of any third party including an insurer and is not assignable. For the avoidance of doubt, in case of death (God forbid), this letter of exemption and indemnity will apply to your successor according to the provisions of any law including your estate.

5.6

No waiver, delay, avoidance of action or granting of an extension by the Company or by the officer/officers shall be interpreted under any circumstances as a waiver and shall not prejudice the rights and obligations of the parties under this letter of exemption and indemnity and/or under any law, and shall not prevent such a party from taking all legal and other steps necessary for the realization of his rights as mentioned.

5.7

The law applicable to this letter of exemption and indemnity is the law in Israel.

5.8

This letter constitutes an exclusive and exhaustive agreement of the terms and provisions applying to the engagement between the Company and the officer/officers in relation to the subjects discussed in it. This document prevails over any agreement, representation, contract and understanding made, if made, between the Company and the officer/officers in the matters mentioned in this letter, whether orally or in writing, prior to the signing of this letter.

In witness whereof the Company has signed, through its duly authorized signatories, on the day of ______

Ackerstein Group Ltd.

I confirm receipt of this letter and confirm my agreement to all its terms.

Signature of the officer/officers

Date: ______

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Addendum to the Indemnification Letter

In Events:

A transaction or action (as defined in Section 1 of the Companies Law) related to the company's field of activity, and any action or exercise of discretion involved directly and/or indirectly in performing the aforementioned actions including, but not limited to, transfer, sale, purchase, lease, rental or encumbrance of assets or liabilities, entering into credit agreements, and including entering into financing agreements.
A transaction or action (as defined in Section 1 of the Companies Law) whether in the ordinary course of the company's business or not in the ordinary course of the company's business, including a transaction with an interested party, negotiations for entering into a transaction, due diligence (including its absence), entering into agreements including their performance and/or termination, engagements with external contractors, customers, suppliers, franchisees, service providers or any other third party conducting any type of business with the company, as well as the transfer, sale, lease, rental, purchase or encumbrance of assets or liabilities (including securities), or granting or receiving a right in any of them, receiving and granting credit and providing or receiving collateral, including entering into financing agreements with banks and/or other financial entities for the purpose of financing transactions or engagements performed, and all whether the transactions and/or actions as aforementioned are completed or not completed for any reason whatsoever.
The issuance of securities (including the issuance of securities that did not materialize) in Israel and outside of Israel, including, but without derogating from the generality of the foregoing, offering securities to the public and/or not to the public according to a prospectus, a private placement or offering securities in any other way.
Performance of a purchase offer and/or sale offer by the company or any unit holder and any process, opinion, document and/or report related thereto.
An event resulting from the company being a reporting corporation or resulting from the fact that its securities are held by the public.
A claim or demand in connection with matters requiring disclosure in a prospectus, including in any draft thereof and where disclosure was not provided as required by any law.
A report or notice submitted under the Securities Law, including regulations enacted thereunder, or under rules or guidelines practiced on the TASE in Israel or abroad, or the law of another country regulating similar matters and/or refraining from submitting such a report or notice.
Discussion and decision-making and providing reporting and disclosure in company reports including providing an assessment regarding the effectiveness of internal control and additional matters included in the Board of Directors report of the company, as well as providing statements and references to the financial statements.
Providing notification of a personal interest, participation and decision-making in meetings of the company's Board of Directors and its committees.
Action in connection with the financial statements including the method of application of accounting standards, preparation and signing of the company's financial statements, consolidated or separate, as the case may be, and their approval, as well as in connection with business plans or forecasts.

.11 Any action and/or decision regarding the distribution of profits in accordance with the provisions of the company's regulations, provided that indemnification for such action is permitted by law, and any claim or demand in connection with the distribution of profits to the company's shareholders.

.12 Changing the structure of the company or its reorganization or any decision regarding them, including, but without derogating from the generality of the foregoing, merger, split, change in the company's capital, establishment of subsidiaries, their liquidation or sale, allocation or distribution.

.13 Amendments, changes and formulation of arrangements between the company and its shareholders, holders of BONDS, banks and/or creditors of the company, including amendments to trust deeds and BONDS and outline and arrangement documents in their entirety.

.14 Any event and/or action for which indemnification can be provided under the Securities Law.

.15 Actions related to the issuance of licenses, building permits or approvals of any kind and type, including control permits and holdings in companies.

A transaction or action on matters related, directly or indirectly, to antitrust and including restrictive arrangements, mergers, and monopolies.
Participation in tenders and/or conducting them.
Expression, statement including expressing a position or opinion made in good faith during and by virtue of the position, including in negotiations and engagements with suppliers or customers, including within the framework of management meetings, Board of Directors or a committee of its committees, and including in the media.
Action contrary to the company's regulations.
Action or decision in connection with employer-employee relations including negotiations, engagement and implementation of individual or collective labor agreements, employee promotion, employee benefits, including handling pension arrangements, insurance, provident or savings funds, loans to employees and allocation of securities to employees.
Action or decision concerning safety and hygiene at work, whether it is claimed they caused bodily injury or whether they caused property damage, and action or decision concerning work conditions in the company.
Any claim or demand submitted by a third party suffering from bodily injury or damage to business or personal property including loss of use thereof and including business interruption during any action or omission attributed to the company, or respectively to its employees, agents or other persons acting or claiming to act on behalf of the company, whether the damage results from an accidental event or whether the damage results from a gradual and cumulative process including due to environmental pollution.

Any claim or demand submitted by purchasers, owners, lessors, lessees or other holders of assets for damages or losses related to the use of said assets.
Action or failure in making insurance arrangements and/or in risk management, including any claim or demand in connection with an alleged act or omission that caused the failure to make proper insurance arrangements and any matter in connection with negotiations regarding insurance agreements, entering into insurance agreements, insurance policy terms and the activation of insurance policies.
Actions concerning environmental quality including hazardous materials as well as a claim or demand in connection with circumstances apparently creating any type of violation of environmental laws, regulations, environmental licenses, permits, or additional approvals required under environmental laws including and/or causing environmental disturbances including noise.
Actions concerning the Consumer Protection Law, 5741-1981 and/or orders and/or regulations thereunder, and any other law of a consumer nature, and secondary legislation that shall apply by virtue thereof and/or from any foreign law in this field.
Any administrative, public, judicial action, orders, judgments, claims, demands, demand letters, guidelines, allegations, investigations, proceedings (including administrative enforcement proceedings) or notices regarding non-compliance or violation of an action of a governmental authority or other body, in Israel or outside of it, alleging non-fulfillment of a provision of law, regulation, order, ordinance, rule, practice, instruction, licensing, guideline, policy and/or judgment by the company and/or the officers in the company within the framework of their position in the company.
Providing information, representations, opinions, reports, notices and submitting a request to state authorities and other authorities, and including to any authorized authority under any law in Israel or outside of Israel, including but without derogating from the generality of the foregoing, under the Companies Law and Securities Law, or under the provisions of tax laws applicable to the company, and documentation required under any law.
Any claim and/or demand regarding non-disclosure or failure to provide any type of information at the required time in accordance with the law and/or in connection with partial, misleading or deficient disclosure of such information, to third parties and including to the company's securities holders and/or holders of securities in it, including in everything regarding issuance, allocation, purchase offer, distribution, purchase, holding and/or interest in the company's securities and/or any other investment activity involving and/or affected by the company's securities and including in the case of a merger of the company with another legal entity, and to tax authorities, National Insurance, the Investment Center, Ministry of Environmental Protection, local authorities and any governmental, institutional and/or professional association or other body.
Actions related to the company's intellectual property and its protection, including registration or enforcement of intellectual property rights and defense in claims in connection with them, and a violation committed or alleged to have been committed or misuse of third party intellectual property rights including, but not limited to, patents, designs, trademarks, copyrights, etc.
Management of the company's investment portfolio and management of bank accounts in which the company operates in banks and performing actions or their derivatives, including in everything regarding foreign currency transactions (including foreign currency deposits), securities (including a security

repurchase transaction and lending and borrowing of securities), loans and credit lines, debit cards, bank guarantees, letters of credit, investment consulting agreements including with portfolio managers, hedging transactions, warrants, futures, derivatives, swap transactions, etc.

Breach of provisions of any agreement the company is a party to, whether actually performed or whether it is alleged to have been performed.
Action concerning tax liabilities of the company and/or its shareholders.
A claim and/or demand submitted directly or indirectly in connection with an action and/or omission in full or in part, by the company and/or by the officers, managers and/or employees of the company, in everything regarding the payment, reporting and/or documentation of documents, to one of the state authorities, foreign authority, municipal authority and/or any other payment required under the laws of the State of Israel, including income tax payments, sales tax, land appreciation tax, transfer taxes, excise, value-added tax, stamp duty, customs, National Insurance, salaries and/or delay of salary to employees and/or other delays, including any type of interest and additions for indexation.
Events that influenced or could have materially influenced the company's profitability or its property or its rights or its liabilities.
Any claim and/or demand submitted by a lender or creditor or one who claims to be a lender or creditor, regarding funds lent by them and/or debts of the company towards them.
Each of the events detailed above shall apply in connection with the tenure of each of the company's officers and in relation to any country in the world.
Any provision in this Addendum above regarding the performance of a certain action, shall be interpreted as also referring to its non-performance or avoidance of performing the same action, and all unless the context of the matters in a certain provision requires otherwise.

Appendix B - Proposed Remuneration Policy

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Ackerstein Group Ltd. ("the Company")

Officer¹ Remuneration Policy

1. Definitions

In this remuneration policy, the definitions and terms shall have the meaning assigned to them in the Companies Law, 1999 (hereinafter: "the Companies Law"), unless otherwise defined within the framework of this remuneration policy.

2. General

The remuneration policy was prepared taking into account the financial position of the Company, the nature of the Company, and the structure of the Company's management.

The remuneration policy is intended to establish a broad enough framework that will allow the Remuneration Committee, the Board of Directors, and the CEO of the Company, as applicable, to determine the individual remuneration terms for each officer in the Company, based on the Company's needs and in alignment with the best interests of the Company, its employees, and its shareholders, and the Company's overall short and long-term strategy.

This remuneration policy shall apply exclusively to the officers of the Company¹, as they may be from time to time (in this remuneration policy - "Company officers"). The remuneration policy shall remain in effect for the maximum period possible by law. The Company's Board of Directors will examine, from time to time, the remuneration policy as well as the need to adapt it to the Company's needs and the legal provisions that may exist at that time.

It should be emphasized that there is nothing in the remuneration policy to establish any right for the Company's officers, and/or any other third party, to receive remuneration of any kind or type, including in accordance with this remuneration policy, and the officers are not entitled to rely on it as part of their employment terms. There is nothing in the remuneration policy to obligate the Company to remunerate any of the officers at the full amount of the caps and/or the conditions therein. The remuneration to which a serving officer or one who serves in the future in the Company will be entitled shall be in accordance with the officer's employment agreement, as well as remuneration approved for the officer from time to time, all subject to the provisions of any law.

Nothing in the remuneration policy shall detract from the provisions of agreements or remunerations approved prior to the adoption of the remuneration policy.

The remuneration policy is phrased in the masculine gender for convenience only, but its provisions shall apply to women and men alike, without difference and without change.

3. Objectives and Considerations in Determining the Remuneration Policy

The remuneration policy is designed to assist in achieving the Company's goals, its policy, and its work plans from a long-term perspective and is intended to ensure, among other things, that:

¹ As this term is defined in the Companies Law.

Informed, appropriate, and fair remuneration will be provided to the Company's officers, considering their role and areas of responsibility, which will lead to increased identification of the officers with the Company, its activities, and its success;

3.2. The Company will be able to recruit and retain high-level senior managers, possessing specific professional knowledge and unique expertise, with the ability to lead the Company to business success and face the challenges it confronts;

3.3. There will be proximity and alignment between the interests of the officers and those of the Company's public shareholders;

3.4. The policy will contribute to promoting the Company's goals, its work plans, and its policy from a long-term perspective and considering the size of the Company and the nature of its activities.

4. Manner of Determining Remuneration - Principles and Rules

When the Remuneration Committee, the Company's Board of Directors, and the Company's CEO, as applicable, examine and approve terms of office and employment for Company officers, they shall refer, according to their discretion and the circumstances of the case, among others, to any of the following topics, as far as they are relevant:

4.1. The officer's education, skills, expertise, professional experience, and achievements, and if it is a serving officer – the officer's contribution to the Company's performance, promoting the Company's goals, achieving its strategic targets, as well as the implementation of its work plans, profits, resilience, and stability from a long-term perspective.

4.2. The size of the Company, the markets in which it operates, and the nature of its activities.

4.3. The officer's role, areas of responsibility, and expected contribution to achieving the Company's goals.

4.4. The scope of his position, the definition of his role, and his employment terms according to his previous salary agreements with the Company.

4.5. The Company's need to retain the officer in light of his skills, knowledge, and/or unique expertise.

4.6. Employment terms of similar position holders in the Company.

4.7. Remuneration for similar position holders in similar companies in the Israeli economy, if and as much as there are any.

4.8. Generally, remuneration components for officers will be approved prior to their employment start date and not retroactively. However, remuneration components may be approved retroactively in exceptional cases only. Within the framework of such an exceptional approval, the relevant organs will detail the circumstances and arguments justifying the retroactive approval.

4.9. As part of approving the remuneration policy, the Company will examine, as far as possible and relevant under the circumstances, the remuneration terms of officers in similar positions in similar companies by performing a comparative data survey (Benchmark). Similar companies, for this matter, will be companies that meet, as much as possible, the following parameters (all or some): companies similar to the Company in terms of nature and industry of activity, the number of employees in these companies is similar to the number of employees in the Company, as well as in terms of relevant financial data such as: market value, sales volume, total balance sheet, total equity, or any additional parameter or set of parameters relevant to the nature of the Company.

4.10. Comparative remuneration data of the comparable companies will be based, as much as possible, on public data and/or surveys and/or other relevant data that will be in the Company's possession. To ensure representativeness of the sample, the Company will strive to perform the comparison relative to at least 8 companies.

5. Remuneration Components

5.1. The total remuneration of the Company's officers will consist of several remuneration components (all or some of them):

5.1.1. Base Salary: Meaning, the fixed monthly remuneration without accompanying conditions and benefits (as defined in section 7.2 below) and all as detailed in section 7 below. If an officer is employed in the format of a service provider (as opposed to an employee), then the relevant fixed components will be translated into equivalent management fee values.

5.1.2. Accompanying conditions and benefits: Including, among others, the conditions detailed in section 7.2 below.

5.1.3. Variable Component: Variable remuneration which is determined according to the performance of the officer and/or Company results, which may be given on an annual basis and/or on a one-time basis in connection with the officer's role and/or achievements and contribution to achieving the Company's goals and improving its business results during the period for which the variable remuneration is paid and/or achieving the goals of the business unit/activity for which the officer is responsible, all as detailed in section 8 below.

5.1.4. Equity Remuneration: Meaning, shares; warrants for shares; restricted shares, restricted share units (RSU), without consideration or "quasi-equity" ("Phantom") and any security that can be issued by law, which will be allocated to Company officers within the framework of equity-based remuneration plans adopted and/or to be adopted in the future by the Company.

5.1.5. Terms of Termination of Office: This remuneration component is intended, among other things, to allow for optimal role transitions in the Company while maintaining the commitment of the retiring officer to the process, as well as to allow for an adaptation period for the officer upon the conclusion of his service in the Company, as part of the Company's recognition of the officer's contribution during his term of office, all as detailed in section 11 below.

5.1.6. Additional Arrangements: Insurance of directors' and officers' liability (both during the ordinary course of business and for one-time events (run-off)), and providing an undertaking for indemnification and exemption of the officer in advance and retroactively.

6. Directors' Remuneration Terms

6.1. The salary of the directors in the Company (including directors who are among the controlling shareholders) shall not exceed the maximum possible annual remuneration and participation remuneration according to the Remuneration Regulations (considering the director's classification), in accordance with the Company's equity level as defined in the Companies Regulations (Rules Regarding Remuneration and Expenses of an External Director) 2000 (hereinafter: "the Remuneration Regulations") (as it will be from time to time) and also reimbursement of expenses.

6.2. Directors' remuneration shall not be paid to directors receiving other remuneration for their service as officers or managers in the Company or for employment in its subsidiary companies.

6.3. Members of the Board shall be entitled to benefit from officer liability insurance, indemnification, and exemption arrangements, as stipulated in the Company's articles of association, in accordance with the details in this policy and approvals by law.

7. Base Salary

7.1. The monthly base salary (gross salary or management fees in terms of gross salary) for Company officers will be subject to the caps below:

Role	Base Salary Cap (*) in thousands of NIS
Active Chairman of the Board / Active Vice Chairman	120
Company CEO	150
**
Officers reporting to the Company CEO	90

(*) The data refers to a full-time position (100%) and if the officer is employed and/or provides services in a part-time position (lower than 100%), the necessary adjustments will be made to the annual salary cap.

(**) See section 14.2 below.

The salary caps as stated above shall be linked to the increase in the Consumer Price Index known on the date of the general meeting's approval of the policy.

The monthly base salary may be linked to the rate of increase in the Consumer Price Index.

7.2. Accompanying conditions - In addition to the base salary, the officers will be entitled to accompanying conditions as well as benefits in accordance with the law and existing practice in the Company, as decided by the authorized organ of the Company, as detailed below:

7.2.1. Pension arrangement (including pension fund, managers' insurance, etc.), loss of working capacity, and study fund;

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7.2.2. Vacation days - up to a ceiling of 30 days per year and not less than what is stipulated by law, including entitlement until full accrual of vacation days and redemption of vacation days;

7.2.3. Convalescence pay;

7.2.4. Sick days - up to the ceiling stipulated by law (including starting from the first day), including entitlement to accrue sick days and without entitlement to redeem them;

7.2.5. The company shall be entitled to provide a vehicle for the personal use of the officer instead of travel expenses or to bear all expenses related to the use of a vehicle owned by the officer. In the event that the company decides to provide a vehicle for the officer's use or to bear the expenses associated with it, the officer may choose to waive the provision of the vehicle for his use or the bearing of expenses as stated and receive payment in lieu of said benefit. In addition, the company shall be entitled to determine, taking into account the personal data of an officer and according to his position, that the value of use of the vehicle / the aforementioned addition shall be grossed up in his salary, partially or fully;

7.2.6. Additional ancillary conditions as customary in the company and according to its procedures, including tolls for road use, communication, annual screening tests, mobile phone, phone and internet maintenance, laptop/tablet, vacation, study days, holiday gifts, meals, newspapers, professional insurance, membership fees for professional organizations (as relevant), professional liability insurance fees, expense reimbursements (reimbursement of direct expenses incurred for actions performed as part of the role against proof of actual expense and subject to procedures to be established in the company), expense reimbursements for health insurance (as relevant), including grossing up the value of said benefit;

7.2.7. The company shall be entitled to participate fully or partially in training and/or workshops for an officer, in accordance with company procedures, including grossing up said benefit;

7.2.8. The company shall be entitled to indemnify the officers (including a management company through which the services of the officers are provided), as is customary in these roles, for actual expenses incurred by them within the framework of their role, or to bear these expenses in advance, all in accordance with company procedures. The reimbursement of expenses as stated shall not exceed the maximum amount as determined, from time to time, by the Audit Committee and which shall be determined by it as appropriate, taking into account the company's activities and their scope.

Variable Component

8.1. General

To promote the company's goals, its work plan, and its policy from a long-term perspective, the company shall be entitled, but not obligated, to grant officers, who are not directors, an annual bonus, in accordance with the criteria detailed below and subject to obtaining the required approvals by law as they may be from time to time, and all in accordance with the criteria set forth below. It will be clarified that bonuses for those who are controlling shareholders in the company are subject to approvals as stipulated by law.

8.2. Threshold Condition for Annual Bonus

Eligibility for the payment of the annual bonus to all officers will be conditioned on the existence of a company-wide financial threshold condition which, as long as the Remuneration Committee hasn't determined otherwise regarding a bonus for a specific year or a specific officer, is - Annual Profit

The company's consolidated profit before tax, as it appears in the profit and loss statement in the company's consolidated financial reports in the year for which the annual bonus is given under the item "Profit before taxes on income" after neutralizing profits/losses from real estate revaluations as they may be (for the avoidance of doubt, the profit before tax in the company's consolidated financial reports also includes the profit attributed to non-controlling interests in subsidiaries) in the amount of 70 million NIS.

8.3 Bonus Composition

A. The Remuneration Committee and the company's Board of Directors shall be entitled to approve bonus payments to officers based on measurable criteria only or based on non-measurable criteria (but insofar as they are non-measurable - in an extent not exceeding 3 times the monthly base salary (hereinafter: 'Discretionary Bonus Component') or from a combination of measurable criteria and a portion (not exceeding the Discretionary Bonus Component) based on non-measurable criteria, all subject to the bonus ceiling in section 8.4 below. It is clarified that the Discretionary Bonus Component specified in this section 8.3(a) is not subject to the threshold condition specified in section 8.2 above.

B. Targets for measurable bonus - The bonus amount based on measurable targets will be calculated based on measurable criteria, which will be determined (insofar as they are determined) by the Remuneration Committee and the company's Board of Directors, regarding each officer, according to the relevant officer's position, and will be selected from the following list of targets:

(a) Financial targets - EBITDA targets, profit targets, cash flow targets);
(b) Meeting milestones and meeting work plans;
(c) Operational targets related to expenses, investments, efficiency, optimization, and operational processes;
(d) Strategic targets (such as meeting deadlines set for a specific process or entering into significant agreements or developing a specific activity) and corporate governance targets.

The targets will be determined no later than the end of the first quarter of each calendar year, when one or more of the targets will be selected and for each target or total number of targets, a weight will be assigned from the target-based remuneration component to which the officer will be entitled if the said target or targets are achieved. A minimum threshold can be set for which no bonus will be paid according to any target and a numerical target for which the full bonus component for that target will be paid.

8.4 Annual Bonus Ceiling

The maximum annual bonus for each calendar year for each officer shall not exceed the ceilings detailed below:

Position	Annual bonus ceiling (in terms of monthly base salary)
Active Chairman of the Board / Active Vice Chairman	6
Company CEO	12
Officers subordinate to the Company CEO	8

*See section 14.2 below.

8.5 . Signing Bonus

Regarding new officers in the company, in special cases where the Remuneration Committee and the Board of Directors believe that it justifies it, a one-time signing bonus of up to 3 times the monthly base salary will be possible, which is not subject to the ceiling set in section 8.4 above.

8.6. One-time Bonus

In accordance with the provisions of the law, the Remuneration Committee, the company's Board of Directors (and in relevant cases, also the General Meeting), are entitled to decide on granting a one-time bonus (which can be given only once during the period of this remuneration policy for each officer) for significant efforts on the part of an officer in the company, as part of performing a transaction and/or other action which has the potential to increase value for the company and/or its business status such as: acquisition of activity and/or asset, sale of activity, sale/establishment of a product line, merger, sale of the company or a substantial part of its assets, acquisition of a company, actions related to implementation and/or adjustment following special regulatory changes, entry into a new field of activity, merger and acquisition integration processes, significant efficiency processes and the like (hereinafter: "One-time Bonus"). The amount of the one-time bonus will not exceed 6 monthly salaries of the relevant officer.

A bonus under this section 8.7 is not subject to the ceiling set in section 8.4 above and is not subject to the threshold condition set in section 8.2 above.

It is clarified that the bonuses detailed in sections 8.5, 8.6, insofar as they refer to the company CEO or an active Chairman of the Board / active Vice Chairman, will be considered, if granted in a certain year, as part of the Discretionary Bonus Component (as defined above) to the CEO or the Chairman of the Board/Active Vice Chairman and will be subject to its maximum amount.

9. General Provisions Regarding the Variable Component

9.1 Reduction or Postponement of the Annual Bonus for all Company Officers- - The Remuneration Committee and the company's Board of Directors shall be entitled to reduce and/or cancel the amount of the annual bonus, which has not yet been paid to any officer, subject to the limitations set in the provisions of the law and the employment agreements between the company and the officers as stated, in exceptional cases and with a reasoned decision such as in a state of material adverse changes in the company's business and financial status, leading efficiency plans and meeting targets derived from them and material findings from internal and external audit reports. In addition, in the case of termination of an officer's tenure in the company under circumstances in which he would not be entitled to severance pay, then the Remuneration Committee and the Board of Directors shall be entitled to deny said officer's eligibility for an annual bonus and all parts of the annual bonus that have not yet been paid to him.

9.2 Payment Dates - The annual bonuses of the officers, as approved by the Remuneration Committee and the company's Board of Directors (as applicable), will be paid to the officers together with the first salary paid after the approval of the company's annual financial reports.

9.3 A new officer who joined and/or an officer who left during the year - It will be possible to grant an annual bonus to an officer who joined the company during the year and also to an officer who ended his role during the year, according to his actual performance; however, the bonus ceiling that can be granted to such an officer shall not exceed the product of (a) the portion of the year in which he actually served in his role by (b) the figure set in section 8.4 above.

9.4 Clawback of paid bonus amounts - An officer will be required to pay back to the company excess payments (or alternatively will be entitled to receive the difference if an underpayment was made) that were paid to him as part of his employment conditions, if they were paid on the basis of data that turned out to be erroneous and were restated in the company's financial reports, during a period of three years after the date of approval of the bonus. The level of excess payments/underpayment will be determined according to the difference between the amount received by the officer and the amount that would have been received according to the corrected financial data which were restated in the company's financial reports (hereinafter: "Clawback Amount"). In the case of an excess payment, the company shall be entitled to offset the Clawback Amount due to the said difference from any amount it must pay to the officer (even in the case where the officer's employment has ended). Such clawback shall not apply in the case of a restatement of the company's financial reports resulting from a change in the applicable law or in the standard relating to accounting rules.

9.5

For the avoidance of doubt, if a bonus is paid to an officer under this policy, it does not and will not constitute part of the officer's salary and will not constitute a basis for calculation and/or eligibility and/or accrual of any ancillary rights, including (and without prejudice to the generality of the matter) it will not serve as a component for the purposes of vacation payment, severance pay, provisions to provident funds and the like, unless pre-approved within the framework of the employment agreement by the Remuneration Committee and the company's Board of Directors.

10 Equity-based Compensation

10.1

The company shall be entitled to adopt, from time to time, equity-based compensation plans, which may include shares, granting warrants exercisable for company shares, restricted shares, restricted stock units (RSU) without consideration, or "equity-like" ("phantoms") and any security that can be issued by law (hereinafter collectively: "Equity-based Compensation" or "Securities"), to the officers in the company (including directors), for the purpose of linking the officers' remuneration to value creation for shareholders and thereby creating appropriate incentives for officers to increase the company's value in the long term, all in accordance with the conditions detailed in this remuneration policy below. The annual value of restricted shares/restricted stock units (RSU) granted to officers, if granted, will not exceed 25% of the equity-based compensation value for each of the officers, at the time of grant, or three months of salary cost at the time of grant for each officer, whichever is higher. Allocation beyond said ceiling will be contingent upon meeting measurable quantitative targets to be determined by the company's Board of Directors.

10.2

Maximum Value - The maximum value (at the time of grant) for equity-based compensation, in terms of value at the time of grant according to one of the accepted valuation methods divided by the number of vesting years (in linear terms), to be allocated to a single officer shall not exceed the following details:

Position	Annual equity-based compensation value ceiling (in terms of monthly base salary)
Active Chairman of the Board / Active Vice Chairman who is not a controlling shareholder	8
Company CEO	24
Officers subordinate to the Company CEO	10

*See section 14.2 below.

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10.3 Exercise Price - The exercise price to be determined - shall not be less than the average closing prices of the company's share on the Stock Exchange in the thirty (30) trading days preceding the date of the Board of Directors' decision regarding the grant of the equity compensation.

10.4 Vesting Period - The vesting period of the first portion of the equity compensation shall not be less than one year from the date of grant, while the vesting period for the full equity compensation shall not be less than three years. Each year, a relative part of the allocated quantity of securities (if relevant) shall vest, with the intention of ensuring an incentive for officers to continue contributing to the company and its long-term performance while retaining these officers in the company.

10.5 Exercise Period - The exercise period of vested securities shall not exceed ten (10) years from the date of the equity compensation grant (provided that the securities have not expired earlier), all as determined in the company's equity compensation plan.

10.6 The Board of Directors may determine provisions regarding the full acceleration of the vesting periods of equity compensation in cases of death, disability, medical reasons, as well as in the event of a change of control in the company as a result of which trading in the company's shares has ceased: the Board of Directors may determine provisions regarding the acceleration of vesting periods of equity compensation in the event of termination of employment of officers in the company as a result of a change of control, and in this case, acceleration of the next upcoming portion that has not yet vested will be possible.

10.7 Adjustments - The exercise prices of the securities and/or the quantity of securities will be subject to customary adjustments, including adjustments for dividends, bonus shares, changes in capital (consolidation, split, etc.), rights issues, structural changes of the company (such as: split, merger, etc.) and more.

10.8 Exercise according to benefit value - The equity compensation plan may stipulate that the exercise of securities will be done according to the benefit value inherent in them ("Cashless").

10.9 Termination of employment relations - When adopting a plan for granting securities, the plan will include a reference to the conditions that will apply in the event of termination of employment relations between the officer and the company, including in the event of termination of employment relations as a result of dismissal (including in cases that deny eligibility for severance pay), or as a result of the death or disability of the officer (G-d forbid).

10.10 The company's Board of Directors considered the possibility of setting a cap for the exercise value of variable equity components and decided not to set such a cap within the framework of the remuneration policy, considering the purpose of the equity compensation.

11 Termination of Tenure Terms

The company shall be entitled, subject to the approvals required by any law as may be from time to time, to approve terms for an officer regarding termination of tenure, among other things, as specified below:

11.1 Severance Pay

The company shall be entitled, in the event of termination of employer-employee relations (except in circumstances of an officer's dismissal which, in the opinion of the Remuneration Committee and the Board of Directors, grant the company the right to dismiss him without payment of severance pay according to law) of the officer (as long as he is an employee of the company and does not provide services through a management agreement) to determine that the officer will be entitled to the release of funds accumulated for him in funds (including in accordance with the provisions of Section 14 of the Severance Pay Law, 5723-1963) and to the completion of severance pay, if and as required, according to the calculation of his last determining salary for severance purposes multiplied by the number of years of seniority (meaning: for this purpose only, he will be viewed as if he were dismissed).

11.2 Notice Period

11.2.1 As part of the terms of tenure and employment, an officer in the company may be entitled to a notice period upon termination of tenure, according to the caps specified below, taking into account, among other things, his role and period of tenure.

Role	Maximum Notice Period
Active Chairman of the Board/ Active Deputy Chairman	Up to 6 months
Company CEO	Up to 6 months
Officers subordinate to the Company CEO	Up to 6 months

11.2.2 During the notice period, the officer will be required to continue fulfilling his role, unless the company decides, at its discretion, to release him from this obligation. It is clarified that in such a case, and as long as the officer continued to fulfill his role in practice - the officer will be entitled to the continuation of all terms of tenure and employment during the notice period without change. And as long as the company decided, at its sole discretion, to release him from his obligation to continue working during the notice period - he will be entitled to payment in lieu of notice, as the case may be¹ - equal to the total gross salary including social benefits. The notice period (which shall not exceed the ranges above) will be determined in advance in the employment agreement.

11.2.3 It is clarified that the employment agreements of the officers will include confidentiality clauses. Furthermore, the officers will commit in writing to refrain from competition for a period not less than the notice period.

12 Adjustment Period

Officers with a minimum seniority of five years of work in the company may be entitled, subject to the approval of the Remuneration Committee and the Board of Directors and the approvals required by law, to an adjustment period that shall not exceed, together with the notice period regarding the officer, 12 months. During the adjustment period (which will begin at the end of the notice period), the officer will be entitled to the full employment terms he was entitled to during his employment period in the company, not including the annual bonus.

The determination of the adjustment period will be made while considering the parameters specified below: (1) the company's performance during the officer's tenure; (2) the officer's contribution to achieving the company's goals and increasing its profits; and (3) the circumstances of the officer's retirement; (4) the recommendation and approval of the CEO (or Chairman of the Board, in the case of a retiring CEO).

13 Ratio between Fixed and Variable Components

The total proposed remuneration for each officer will be determined with reference to the total existing remuneration of other officers in the company. The range of possible ratios between the fixed components (base salary and accompanying terms) and the variable components (measurable bonus, discretionary bonus, one-time bonus, and equity compensation) in the total remuneration package for a given year for the company's officers is specified below:

13.1 Active Chairman of the Board/Active Deputy Chairman - The ratio between the variable components versus the fixed component shall not exceed 1.8.

13.2 Company CEO - The ratio between the variable components versus the fixed component shall not exceed 2.3.

13.3 Officer subordinate to the Company CEO - The ratio between the variable components versus the fixed component shall not exceed 1.5.

The data refers to a full-time position; therefore, as long as the scope of the position of any of the officers is less than a full-time position and/or as long as a change occurs in the scope of the position of any of the officers as mentioned above, adjustments will be made to the remuneration package of that officer in accordance with his position scope, all subject to the limitations presented in the table above and the terms of this policy.

14 Additional Arrangements

14.1 Directors and Officers Liability Insurance

The company shall be entitled, at any time during the period of this remuneration policy, to purchase directors and officers liability insurance policies (including for controlling shareholders by virtue of their roles as directors and/or officers), as they may serve in the company from time to time, to extend and/or renew the existing insurance policy and/or to enter into a new policy at the time of renewal or during the insurance period (whether by purchasing a claims made policy, a run-off type policy, or any other type of policy, including a Public Offering of Securities Policy), with the same insurer or another insurer in Israel or abroad, under conditions as specified below, for directors and/or officers liability insurance, provided that the said engagements are based on the main terms specified below and the Remuneration Committee has approved it:

14.1.1 The liability limit under the insurance policies as they will be prepared from time to time by the company shall not exceed 50 million US dollars (or equivalent amounts in New Israeli Shekels), per case and per insurance period, plus reasonable legal defense expenses in Israel beyond the liability limit, and regarding claims filed outside of Israel - reasonable legal defense expenses beyond the liability limit, in accordance with the legal expenses customary in Israel and in accordance with Israeli law.

14.1.2

The insurance policy may be expanded to cover claims filed against the company (as opposed to claims against its directors and/or officers) concerning violations of securities laws at least in Israel (entity coverage for securities claims) as well as claims concerning employer-employee relations (Entity Employment Practice Claims) with a liability limit of up to 50 million US dollars, and insurance benefit payment arrangements will be set whereby the right of the directors and/or officers to receive indemnification from the insurer according to the policy precedes the right of the company.

14.1.3

The company's Remuneration Committee will approve the total annual insurance premium amounts (for the policies mentioned above) as well as the deductible amounts according to market conditions as they will be at the time of purchasing the said policies and after confirming that such amounts are under market conditions at the relevant time and that the cost of such amounts is not material to the company.

14.2 Total Annual Remuneration Package for the CEO

It is clarified that notwithstanding the provisions of this remuneration policy above, the total annual remuneration package for the company's CEO shall not exceed 5.500 thousand NIS (in terms of employer cost).

15 Exemption and Indemnification

The company shall be entitled to grant officers, subject to the provisions of any law, an exemption from liability for any damage caused to it due to a breach of the officer's duty of care towards it in his actions by virtue of his role as an officer, subject to the provisions of the law and the company's articles of association. Notwithstanding the above, an exemption granted as such will not apply in connection with a decision made by the officer or a transaction approved by him, by virtue of his role as an officer, in which the controlling shareholder or an officer in the company has a personal interest in its approval. In addition, the company shall be entitled to grant officers in the company indemnification to the widest extent possible in accordance with the provisions of the law and the company's articles of association.

16 Miscellaneous

16.1 It should be emphasized that nothing in this remuneration policy shall prejudice existing agreements and/or binding practices (as far as they exist) between the company and its officers prior to the approval of this remuneration policy, all subject to the provisions of any law.

16.2 The remuneration policy does not grant legal rights to company employees in general or to officers and directors in the company in particular. The remuneration components specified in this plan constitute a framework and an upper threshold only in relation to which the individual remuneration of each of the company's officers will be determined. The company is not obligated to grant the officers or any of them, including the directors, all the components specified above (except as required by law) and is not obligated to grant the maximum rate set in each of the components. If an officer is granted remuneration lower than the remuneration described in this policy for an officer in a similar role in the company, this will not constitute a deviation from the provisions of this policy.

16.3 The payment to an officer providing services to the company as an independent contractor or through a management company shall be subject to the cost caps of the fixed remuneration components set in the remuneration policy (i.e., salary and social and other accompanying conditions).

16.4 It is clarified that the remuneration components specified in this policy do not refer to various components that the company sometimes customarily grants to all its employees or to some of them, such as: parking, access permits to its properties, per diem, vacations, company events, discounts on the purchase of company products and the like, and the company shall not be limited in connection with this.

16.5 It is clarified that nothing in this policy shall derogate from the provisions of the Companies Law and/or the company's articles of association regarding the manner of approving the company's engagement with any officer in connection with their terms of tenure and employment.

16.6 For the removal of doubt, it is clarified that in the event that the provisions of the Companies Law or regulations thereunder are amended in a manner that eases the company's mode of operation regarding anything related to the remuneration of its officers, the company shall be entitled to act according to these provisions even if they are not included in this remuneration policy and/or contradict the provisions of this remuneration policy.

5/19/2026 | 12:02:20 PM | v1.2.5

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Ackerstein Group Ltd. — Proxy Solicitation & Information Statement 2026

6619_rns_2026-05-19_09360286-e894-4cd8-9a22-83c4b5d0fca1.pdf

Ackerstein Group Ltd.

1. Review and Discussion of the Financial Statements

2. Re-appointment of Directors serving in the Company (who are not external directors)

The vote regarding the approval of the appointment of each of the directors will be conducted separately.

3. Re-appointment of an Auditing Accountant Firm

12. Manner of application of the previous compensation policy

13. The ratio between the cost of terms of service and employment of officers and the average and median salary

14. Reasoning of the Compensation Committee and the Company's Board for approving the Proposed Compensation Policy

Part C - Details regarding resolutions 6-8 on the agenda -

Approval of the terms of office and employment of Zvi Ben Ackerstein, Maya Lipin Ackerstein and Karin Clear Ackerstein

16. Description of the main transaction, the names of the parties to it, dates set for it and its terms

17.2.1. Job Definition

17.2.2. Monthly Salary

17.2.3. Accompanying Terms

17.2.4. Prior Notice

Confidentiality and Non-Competition

17.3. Employment agreement of Karin Ackerstein in her role as Architecture and Planning Manager

17.3.1. Job Definition

17.3.2. Monthly Salary

17.3.3. Accompanying Terms

17.3.4. Prior Notice

17.3.5. Confidentiality and Non-Competition

18. Additional details regarding the compensation

19. Name of the controlling shareholder and nature of his personal interest

20. The way in which the consideration was determined

21. Required Approvals

22. Transactions of the Same Type or Similar Transactions

23. Names of the Directors Having a Personal Interest and the Nature of this Personal Interest

24. Summary of the Reasons of the Audit Committee (also sitting as the Compensation Committee) and the Board of Directors

Part D - Details regarding Resolution No. 9 on the Agenda - Approval of Granting Letters of Exemption and Indemnification to the Controlling Shareholders

25. Description of the Main Features of the Transaction, Names of the Parties to it, Dates Set for it, and its Conditions

25.1 General

25.2 Approval of Granting Exemption and Indemnification Letters

Name of the controlling shareholder and nature of his personal interest

26. The Way the Consideration/Terms of the Exemption and Indemnification Letter Were Determined

27. Required Approvals

28. Transactions of its Type or Similar Transactions

29. Names of the Directors Who Have a Personal Interest and the Nature of this Personal Interest

30. Reasons of the Audit Committee (also sitting as the Compensation Committee) and the Board of Directors for Approving the Extension of the Validity of the Exemption and Indemnification Letters

Part E - General Details in Connection with Calling the Meeting for the Approval of the Resolutions on the Agenda

31. The Required Majority

32. Record Date

33. Voting Method

33.1. Ownership Certificate

33.2. Voting by Proxy

33.3. Voting via Written Ballot

33.4. Voting via Electronic Ballot

33.5. Position Statements

34. Legal Quorum and Adjourned Meeting

35. Notice of the Existence of a Personal Interest

36. Adding an Item to the Agenda

37. Inspection of Documents and Details on the Company's Representatives

38. Authority of the Securities Authority

Ackerstein Group Ltd ("the Company")

Re: Commitment Letter for Exemption and Indemnification

1. Headings and Definitions

2. Validity of the Commitment Letter for Exemption and Indemnification

3. Exemption from Liability

4. Indemnification Commitment

4.1. Indemnification Commitment and Indemnification Cost

4.3. Maximum Indemnification Amount

4.4. Interim Payments

Indemnity Conditions

4.6 Cooperation with the Company

4.7 Coverage of Liabilities

4.8 Non-Applicability of Indemnity

4.9 Payment of Indemnity

4.10 Period of Exemption and Indemnity

4.11 Return of Indemnity Sums Paid

5. Miscellaneous

Addendum to the Indemnification Letter

In Events:

Ackerstein Group Ltd. ("the Company")

1. Definitions

2. General

3. Objectives and Considerations in Determining the Remuneration Policy

4. Manner of Determining Remuneration - Principles and Rules

Ackerstein Group Ltd. Proxy Solicitation & Information Statement 2026