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Airport City Ltd. Proxy Solicitation & Information Statement 2026

May 28, 2026

6627_rns_2026-05-28_6b744ca8-9072-4d08-bb47-261d68b3b341.pdf

Proxy Solicitation & Information Statement

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Airport City Ltd
AIRPORT CITY LTD
Registrar number: 511659401

To: Israel Securities Authority
www.isa.gov.il

To: Tel Aviv Stock Exchange Ltd.
www.tase.co.il

T460 (Public)
www.tase.co.il

Filed via MAGNA: 28/05/2026
Reference: 2026-01-050041

Immediate report on a meeting

Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 1970

Explanation: If one of the items on the agenda of the meeting is the approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report T138 in parallel.

Is it possible to vote via the electronic voting system: Yes

Note: The option to choose in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not registered for trading. Use of the voting system will require the corporation to process all votes received in this system.

Link to the voting system website where votes can be cast: Voting system

Explanation: Eligible holders entitled to vote in the system will receive access details to the system from the TASE members.

The corporation hereby reports: Convening a meeting

Note: In case of a change in the date of the meeting (postponement or advancement), select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".

The reference number of the last notice regarding the meeting is __, which was convened for the date ____

Reason for postponement or cancellation: ______

Explanation: Reference should be made to the reference number of the last notice of convening or postponing the meeting

  1. Type of security Share

Name of the entitled security: Airport City NIS 0.01

The TASE security number which entitles its holder to participate in the meeting 1095835

Record date for entitlement to participate and vote at the meeting: 05/06/2026

Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are indicated will require submission of a corrective report

  1. On the date: 24/05/2026

It was decided on Convening a meeting Special meeting.

which will convene on Monon the date: 06/07/2026 at: 13:00

At the address: 8 Granit St., Petah Tikva, 4th floor.

  1. Agenda:

Explanation: The numbering of the items on the agenda will be in accordance with their order of appearance in the meeting notice report if attached as a file.

Topics/resolutions to be raised at the meeting:

1

The topic / resolution and its details:

Discussion of the Company's financial statements for the year ended December 31, 2025.


This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Declaration: No suitable classification field exists

Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here

Gender: __

Note: This field can be completed only when the decision is for the appointment of an external director only.

There is no obligation to state gender.

Type and ID number

Explanation: For decisions concerning the tenure of a director, the director's identification number must be entered

Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No

Does the transaction include a private offer

With respect to the manner of completing this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or the Securities Law or another law for approving the resolution Section 171(c) of the Companies Law, 1999.

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of sections of the law, select the field "Declaration: No suitable classification field exists" and select "Yes" for transaction with a controlling shareholder.

Only in the case of a bonds meeting or if this is not a transaction with a controlling shareholder, and no suitable field is found in the table, shall the relevant sections of law by virtue of which the resolution is required be explained and detailed.

Does the topic require disclosure of a connection or other attribute of the voting shareholder: No

Note: These values can be selected only where "Declaration: No suitable classification field exists" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.

In the case of a bonds meeting

It was decided that another matter exists: __

Details of the other matter

Note: The details of the other matter determine the wording of a declaration that will be included in the internet voting system. A question should be formulated such that the answer is in the format "Yes"/"No". The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional information required from the holders or manner of convening the meetings (in the case of a meeting under Section 350):

Note: This field determines the wording of the requirement for additional details that will be included in the internet voting system. The voter will be able to add the details in a free-text field.

☐ Disclosure amendment

☐ Minor change or one that only benefits the Company compared with the wording of the resolution detailed in the latest report

☐ Removed from the agenda

☐ The topic was discussed at a previous meeting

☐ Change of topic / addition of a new topic to the agenda by court order

Change of topic / addition of a new topic to the agenda pursuant to Regulation 5b of the Companies Regulations

☐ (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000

☐ Addition of a new topic to the agenda after the record date due to a technical error, as follows:



Explanation: After the record date, a resolution cannot be amended except for an amendment to the terms of the transaction that benefits the Company or a minor change. Likewise, after the record date, new topics may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations

The resolution on the agenda is brought For reporting only

Type of majority required for approval _ _

Will the controlling shareholder's holdings percentage in the Company's shares grant the controlling shareholder the majority required to pass the proposed resolution on the topic __

2

The topic / resolution and its details:

Renewal of the appointment of the accounting firm Kost Forer Gabbay & Kasierer EY as the Company's independent auditor until the next annual meeting and authorizing the Company's Board of Directors to determine its remuneration.

Declaration: No suitable classification field exists

Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here

Gender: __

Note: This field can be completed only when the decision is for the appointment of an external director only.

There is no obligation to state gender.

Type and ID number

Explanation: For decisions concerning the tenure of a director, the director's identification number must be entered

Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No

Does the transaction include a private offer

With respect to the manner of completing this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or the Securities Law or another law for approving the resolution Section 154(b) of the Companies Law, 1999.

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of sections of the law, select the field "Declaration: No suitable classification field exists" and select "Yes" for transaction with a controlling shareholder.

Only in the case of a bonds meeting or if this is not a transaction with a controlling shareholder, and no suitable field is found in the table, shall the relevant sections of law by virtue of which the resolution is required be explained and detailed.

Does the topic require disclosure of a connection or other attribute of the voting shareholder: No

Note: These values can be selected only where "Declaration: No suitable classification field exists" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.

In the case of a bonds meeting

It was decided that another matter exists: __

Details of the other matter

Note: The details of the other matter determine the wording of a declaration that will be included in the internet voting system. A question should be formulated such that the answer is in the format "Yes"/"No". The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional information required from the holders or manner of convening the meetings (in the case of a meeting under Section 350):



Note: This field determines the wording of the requirement for additional details that will be included in the internet voting system. The voter will be able to add the details in a free-text field.

Disclosure amendment
Minor change or one that only benefits the Company compared with the wording of the resolution detailed in the latest report
Removed from the agenda
The topic was discussed at a previous meeting
Change of topic / addition of a new topic to the agenda by court order

Change of topic / addition of a new topic to the agenda pursuant to Regulation 5b of the Companies Regulations

(Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000
$\square$ Addition of a new topic to the agenda after the record date due to a technical error, as follows:

Explanation: After the record date, a resolution cannot be amended except for an amendment to the terms of the transaction that benefits the Company or a minor change. Likewise, after the record date, new topics may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations

The resolution on the agenda is brought To a vote

Type of majority required for approval Simple majority

Will the controlling shareholder's holdings percentage in the Company's shares grant the controlling shareholder the majority required to pass the proposed resolution on the topic Yes

3

Reappointment of Mr. Chaim Tzuft as a director of the Company from the date of approval by the meeting until the next annual meeting.

Appointment or dismissal of a director as stated in Sections 59 and 230 of the Companies Law

Type and ID number

ID number055058093

Explanation of the section in the Companies Law or the Securities Law or another law for approving the resolution

Does the topic require disclosure of a connection or other attribute of the voting shareholder: __

In the case of a bonds meeting

It was decided that another matter exists:


Details of the other matter

_____

Request for additional details from the holders:

_____

Disclosure amendment

Minor change or one that only benefits the Company compared with the wording of the resolution detailed in the latest report
Removed from the agenda
The topic was discussed at a previous meeting
Change of topic / addition of a new topic to the agenda by court order
Change of topic / addition of a new topic to the agenda pursuant to Regulation 5b of the Companies Regulations
(Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000
Addition of a new topic to the agenda after the record date due to a technical error, as follows:

_____

The resolution on the agenda is brought To a vote

Type of majority required for approval Simple majority

4

Reappointment of Mr. Boaz Mordechai Simons as a director of the Company from the date of approval by the meeting until the next annual meeting.

Appointment or dismissal of a director as stated in Sections 59 and 230 of the Companies Law

Gender: _____

Type and ID number

ID number022017990

Explanation of the section in the Companies Law or the Securities Law or another law for approving the resolution


Does the topic require disclosure of a connection or other attribute of the voting shareholder: __

In the case of a bonds meeting

Request for additional details from the holders:

Explanation: After the record date, a resolution cannot be amended except for an amendment to the terms of the transaction that benefits the Company or a minor change. Likewise, after the record date, new topics may not be added to the agenda except by court order or in accordance with Regulation 5b of the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000

Addition of a new topic to the agenda after the record date due to a technical error, as follows:

Type of majority required for approval Simple majority

5

Reappointment of Mr. Yaron Afek, an independent director of the Company, as a director of the Company from the date of approval by the meeting until the next annual meeting and approval of his remuneration in the minimum amount pursuant to the Companies Regulations (Rules for Remuneration and Expenses to an External Director), 2000.

Gender:

ID number 057235905

☐ Disclosure amendment

☐ Minor change or one that only benefits the Company compared with the wording of the resolution detailed in the latest report

☐ Removed from the agenda

☐ The topic was discussed at a previous meeting

☐ Change of topic / addition of a new topic to the agenda by court order

☐ Change of topic / addition of a new topic to the agenda pursuant to Regulation 5b of the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000

☐ Addition of a new topic to the agenda after the record date due to a technical error, as follows:

6

Approval of the Company's engagement in a group policy for liability insurance of Company office holders who are not controlling shareholders of the Company and its extension from time to time (including a framework transaction).

Transaction with a director regarding the terms of his tenure and employment pursuant to Section 273(a) of the Companies Law

Gender: _____

Explanation: In a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No

Does the transaction include a private offer No

Does the topic require disclosure of a connection or other attribute of the voting shareholder: _____

It was decided that another matter exists: _____

□ Disclosure amendment
□ Minor change or one that only benefits the Company compared with the wording of the resolution detailed in the latest report
□ Removed from the agenda
□ The topic was discussed at a previous meeting
□ Change of topic / addition of a new topic to the agenda by court order
Change of topic / addition of a new topic to the agenda pursuant to Regulation 5b of the Companies Regulations
□ (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000
□ Addition of a new topic to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date, a resolution cannot be amended except for an amendment to the terms of the transaction that benefits the Company or a minor change. Likewise, after the record date, new topics may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations
The resolution on the agenda is brought To a vote
Type of majority required for approval Simple majority __
Will the controlling shareholder's holdings percentage in the Company's shares grant the controlling shareholder the majority required to pass the proposed resolution on the topic Yes
7
The topic / resolution and its details:
Approval of the Company's engagement in a group policy for liability insurance of Company office holders who are the Company's (indirect) controlling shareholders, Mr. Chaim Tzuft, and its extension from time to time (including a framework transaction).
Declaration: No suitable classification field exists
Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: __
Note: This field can be completed only when the decision is for the appointment of an external director only.
There is no obligation to state gender.
Type and ID number
Explanation: For decisions concerning the tenure of a director, the director's identification number must be entered
Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes
Does the transaction include a private offer No
With respect to the manner of completing this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link
Explanation of the section in the Companies Law or the Securities Law or another law for approving the resolution
Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of sections of the law, select the field "Declaration: No suitable classification field exists" and select "Yes" for transaction with a controlling shareholder.
Only in the case of a bonds meeting or if this is not a transaction with a controlling shareholder, and no suitable field is found in the table, shall the relevant sections of law by virtue of which the resolution is required be explained and detailed.
Does the topic require disclosure of a connection or other attribute of the voting shareholder: __
Note: These values can be selected only where "Declaration: No suitable classification field exists" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.
In the case of a bonds meeting
It was decided that another matter exists: __

Details of the other matter

_____

_____

Disclosure amendment

Minor change or one that only benefits the Company compared with the wording of the resolution detailed in the latest report
Removed from the agenda
The topic was discussed at a previous meeting
Change of topic / addition of a new topic to the agenda by court order
Change of topic / addition of a new topic to the agenda pursuant to Regulation 5b of the Companies Regulations
(Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000
Addition of a new topic to the agenda after the record date due to a technical error, as follows:

Type of majority required for approval Not a simple majority In accordance with Section 275(a)(3) of the Companies Law.

8

Update of an indemnification letter for Company office holders who are not the Company's controlling shareholders.

Transaction with a director regarding the terms of his tenure and employment pursuant to Section 273(a) of the Companies Law

Does the transaction include a private offer No

In the case of a bonds meeting

Explanation: After the record date, a resolution cannot be amended except by court order or in accordance with Regulation 5b of the Companies Regulations

Explanation: After the record date, a resolution cannot be amended except by court order

Change of majority required for approval Simple majority

9

Approval of an indemnification letter for Company office holders who are the Company's (indirect) controlling shareholders, Mr. Chaim Tzuff.

Explanation: In a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes

It was decided that another matter exists:

Details of the other matter

Description

Description of the section

Description of the section

Type of majority required for approval Not a simple majority In accordance with Section 275(a)(3) of the Companies Law.
Will the controlling shareholder's holdings percentage in the Company's shares grant the controlling shareholder the majority required to pass the proposed resolution on the topic No
10
The topic / resolution and its details:
Approval of granting a letter of exemption from liability to Company office holders who are the Company's (indirect) controlling shareholders, Mr. Chaim Tzuft.
Declaration: No suitable classification field exists
Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: ___
Note: This field can be completed only when the decision is for the appointment of an external director only.
There is no obligation to state gender.
Type and ID number
Explanation: For decisions concerning the tenure of a director, the director's identification number must be entered
________
Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes
Does the transaction include a private offer No
With respect to the manner of completing this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link
Explanation of the section in the Companies Law or the Securities Law or another law for approving the resolution
___
Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of sections of the law, select the field "Declaration: No suitable classification field exists" and select "Yes" for transaction with a controlling shareholder.
Only in the case of a bonds meeting or if this is not a transaction with a controlling shareholder, and no suitable field is found in the table, shall the relevant sections of law by virtue of which the resolution is required be explained and detailed.
Does the topic require disclosure of a connection or other attribute of the voting shareholder: ___
Note: These values can be selected only where "Declaration: No suitable classification field exists" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.
___
In the case of a bonds meeting
It was decided that another matter exists: ___
Details of the other matter
___
Note: The details of the other matter determine the wording of a declaration that will be included in the internet voting system. A question should be formulated such that the answer is in the format "Yes"/"No". The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and to add details if the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional information required from the holders or manner of convening the meetings (in the case of a meeting under Section 350):
___
Note: This field determines the wording of the requirement for additional details that will be included in the internet voting system. The voter will be able to add the details in a free-text field.

Disclosure amendment

Minor change or one that only benefits the Company compared with the wording of the resolution detailed in the latest report
Removed from the agenda
The topic was discussed at a previous meeting
Change of topic / addition of a new topic to the agenda by court order
Change of topic / addition of a new topic to the agenda pursuant to Regulation 5b of the Companies Regulations
(Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Topic to the Agenda), 2000
Addition of a new topic to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date, a resolution cannot be amended except for an amendment to the terms of the transaction that benefits the Company or a minor change. Likewise, after the record date, new topics may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations
The resolution on the agenda is brought To a vote
Type of majority required for approval Not a simple majority In accordance with Section 275(a)(3) of the Companies Law. Will the controlling shareholder's holdings percentage in the Company's shares grant the controlling shareholder the majority required to pass the proposed resolution on the topic No

3.2. Additional information on resolutions regarding transactions with a controlling shareholder in accordance with the Securities Regulations (Transaction between a Company and its Controlling Shareholder):

3.2.1. Date of approval of the transaction by the Board of Directors 24/05/2026

3.2.2. Reference number of the preliminary report , date of its submission

Main changes made in this report compared to the latest version of the preliminary report:

Explanation: To be completed if a preliminary report was submitted

3.2.3. Type of transaction

No. Type of transaction
1 Other Terms of tenure and employment of the Company's (indirect) controlling shareholder as stated in Section 3.7 above.
2 Other Terms of tenure and employment of the Company's (indirect) controlling shareholder as stated in Section 3.9 above.
3 Other Terms of tenure and employment of the Company's (indirect) controlling shareholder as stated in Section 3.10 above.

3.2.4. Date on which the transaction takes effect 01/06/2026

3.2.5. $\bigcirc$ Transaction that is not for the provision of services/terms of tenure and employment Duration of the transaction in months

$\bigcirc$ Transaction for the provision of services/terms of tenure and employment Duration of the transaction in months 36

3.2.6. To the report No financial statements were attached according to Regulation 6(f) of the Securities Regulations (Transaction between a Company and its Controlling Shareholder); name of accountant

The review report/opinion of the accountant on the attached financial statements is identical to the originally signed copy delivered to the Company.

If financial statements were not attached, the reason must be detailed The corporation is a public company

3.3. To the report Noprofessional opinions were attached:

No. Name of the person giving the opinion Date of validity of the opinion
1

Attachment of the meeting notice report: Meeting Notice 726.isa.pdf

  1. Attachments

4.1 Attachment of a file including the wording of a voting paper / position statements: Voting Paper 726.isa.pdf YesWording of voting paper

NoPosition statements

Explanation: If a voting paper and/or position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The Company must consolidate all position statements (within the meaning of Section 88 of the Companies Law) into a single file, which will state the date of publication of the statement, from whom it was received, and a reference to the relevant page in the consolidated file.

4.2 Attachment of a file including candidates' declarations / other accompanying documents:

Directors Declarations isa.pdf

YesDeclaration of the candidate to serve as a director of the corporation

YesDeclaration of independent director

NoDeclaration of external director

Declaration of appointment of a representative to the trusteeship

Amended trust deed

Application for court approval of a creditors' arrangement under Section 350

Other

  1. Quorum for holding the meeting:

A lawful quorum shall be constituted when two shareholders, holding or representing at least thirty-three percent (33%) of the voting rights in the Company, are present at the meeting, in person or by proxy. If, after half an hour from the time scheduled for the opening of the meeting, the lawful quorum is not found, the meeting shall be adjourned as set forth in Section 6 below, without any obligation to notify the shareholders ("the adjourned meeting"). At the adjourned meeting, a lawful quorum shall be constituted when two shareholders are present, in person or by proxy..

  1. In the absence of a lawful quorum, the adjourned meeting shall be held on 13/07/2026, at 13:00,

At the address: 8 Granit St., Petah Tikva, 4th floor..

In the absence of a lawful quorum, the meeting shall not be held.

  1. The place and times at which one may review any proposed resolution whose wording was not set out in full in the agenda above

8 Granit St., Kiryat Aryeh Industrial Zone, Petah Tikva (4th floor), Sunday to Thursday, during regular working hours, up to 4 hours before the time scheduled for convening the meeting, and after prior coordination with Adv. Lior Pfepkin, the Company Secretary..

Meeting identifier:

Note: The meeting identifier is the reference number of the initial report. In the initial report on the meeting, this field remains blank.

Details of the signatories authorized to sign on behalf of the corporation:

Name of signatory Position
1 Mr. Yaakov Maimon Chief Executive Officer
2 Adv. Merav Adaret Company Legal Counsel

Explanation: In accordance with Regulation 5 of the Securities (Periodic and Immediate Reports) Regulations, 1970, a report submitted pursuant to these Regulations shall be signed by those authorized to sign on behalf of the corporation. The Staff's position on the matter can be found on the ISA website: click here.

With respect to Section 3.2.4 above, the transactions indicated as 2 and 3 in Section 3.2.3 above are from December 1, 2026.

Reference numbers of previous documents on the subject (the reference does not constitute inclusion by way of reference):

The Company's securities are listed for trading on the Tel Aviv Stock Exchange

Form structure update date:

09/12/2025

Short name: Airport City

Address: Granit8, Petah Tikva, P.O.B. 73134951407 Telephone: 073-2333900, Fax: 073-2333999

Email: [email protected] Company website:.

Previous names of reporting entity: Kiryat Sde HaTeufa Ltd.

Name of electronic reporter: Pfepkin LiorPosition: Company Secretary and Officer in Charge of Internal EnforcementName of employing company: HanL - The Israel Oil Company Ltd.

Address: Granit 87313, Petah Tikva4951407Telephone: 073-2333900Fax: 073-2333999Email: [email protected]