Airport City Ltd. — Proxy Solicitation & Information Statement 2026

May 28, 2026

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.

Voting Proxy according to the Companies Regulations (Written Voting and Position Notices), 2005 ("the Regulations")

Part One

1. Name of the Company: Airport City Ltd. ("the Company").
2. Type of Meeting, Date and Location of Assembly:

Special Meeting of the Company's shareholders ("the Meeting"). The Meeting will convene on Monday, July 6, 2026, at 13:00, at 8 Granit Street, Petah Tikva (4th floor).

1. Details of the Resolutions on the Agenda:

3.1 Proposed wording for Resolution No. 2.2 (as stated in the immediate report on the calling of the Meeting):

"To renew the appointment of Kost Forer Gabbay & Kasierer EY accountants as the Company's auditor until the next annual meeting and to authorize the Company's board of directors to determine their fee."

3.2 Proposed wording for Resolution No. 2.3 (as stated in the immediate report on the calling of the Meeting):

"To reappoint Mr. Chaim Tsuff as a director in the Company starting from the date of the meeting's approval and until the next annual meeting."

3.3 Proposed wording for Resolution No. 2.4 (as stated in the immediate report on the calling of the Meeting):

"To reappoint Mr. Boaz Mordechai Simons as a director in the Company starting from the date of the meeting's approval and until the next annual meeting."

3.4 Proposed wording for Resolution No. 2.5 (as stated in the immediate report on the calling of the Meeting):

"To reappoint Mr. Yaron Afek, an independent director, as a director in the Company starting from the date of the meeting's approval and until the next annual meeting and to approve his compensation according to the minimum amount under the Companies Regulations (Rules regarding Remuneration and Expenses for an External Director), 2000."

3.5 Proposed wording for Resolution No. 2.6 (as stated in the immediate report on the calling of the Meeting):

"To approve the Company's engagement in a group insurance policy for officers who are not controlling shareholders in the Company (including directors and CEO) arranged by the controlling shareholder in the Company and to approve the Company's engagement in an officer liability insurance policy, from time to time and for a period of up to three years from June 1, 2026 (which may also be done by way of additional extensions) without requiring further approval from the Meeting, at a premium and under conditions as will be customary at the time of the extension, renewal, or replacement of the insurance policy (framework transaction)."

3.6 Proposed wording for Resolution No. 2.7 (as stated in the immediate report on the calling of the Meeting):

"To approve the Company's engagement in a group insurance policy for officers who are controlling shareholders in the Company (indirectly), Mr. Chaim Tsuff, arranged by the controlling shareholder in the Company and to approve the Company's engagement in a liability insurance policy for directors and officers from time to time and for a period of up to three years from June 1, 2026, which may also be done by way of additional extensions without requiring further approval from the Meeting, at a premium and under conditions as will be customary at the time of the extension, renewal, or replacement of the insurance policy (framework transaction)."

3.7 Proposed wording for Resolution No. 2.8 (as stated in the immediate report on the calling of the Meeting):

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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.

"To update the indemnification letter for officers in the Company including the Company's CEO who are not controlling shareholders in the Company."

3.8 Proposed wording for Resolution No. 2.9 (as stated in the immediate report on the calling of the Meeting):

"To approve the Company's engagement in an indemnification letter with Mr. Chaim Tsuff, an officer in the Company who is the controlling shareholder in the Company (indirectly), for a period of three years from December 1, 2026."

3.9 Proposed wording for Resolution No. 2.10 (as stated in the immediate report on the calling of the Meeting):

"To approve the Company's engagement in an exemption letter from liability with Mr. Chaim Tsuff, an officer in the Company who is the controlling shareholder in the Company (indirectly), for a period of three years from December 1, 2026."

Voting using the voting proxy will be done on the second part of the voting proxy, as detailed below.

1. Details regarding directors serving at the time of the meeting call and candidates for reappointment-

4.1 Director-

Name:	Chaim Tsuff, Chairman of the Board
Membership in board committees:	No
Start date of tenure:	May 6, 2010, started serving as Chairman of the Board on June 16, 2010

4.2 Director-

Name:	Boaz Mordechai Simons, Director
Membership in board committees:	No
Start date of tenure:	May 27, 2020

4.3 Independent Director-

Name:	Yaron Afek, Independent Director
Membership in board committees:	Financial Statements Review Committee, Audit Committee, Remuneration Committee and Disclosure and Compliance Committee
Start date of tenure:	December 16, 2021

Voting regarding each candidate for director will be done separately.

5. The location and hours where the full text of the proposed resolutions can be inspected:

A shareholder is entitled to inspect the full text of the proposed resolutions at 8 Granit Street, 4th floor, Kiryat Aryeh Industrial Area, Petah Tikva, after prior coordination with the Company Secretary, Adv. Lior Papkin, at telephone number: 073-2333922 and fax number: 03-9229255, on Sundays-Thursdays, during standard working hours. Additionally, this report, the voting proxy, and the position notices, as defined in Section 88 of the Companies Law, 1999 ("Companies Law"), to the extent provided, can be viewed on the Israel Securities Authority distribution site www.magna.isa.gov.il ("Magna") and on the Tel Aviv Stock Exchange Ltd. notice site http://maya.tase.co.il ("MAYA").

6. The required majority for adopting the resolutions at the Meeting:

6.1 The majority required to adopt resolution Nos. 2.2 to 2.6 and 2.8 above as stated in the immediate report on the meeting call, is an ordinary majority in a vote count of the shareholders voting at the meeting.
6.2 The majority required to adopt resolution Nos. 2.7, 2.9, and 2.10 above as stated in the immediate report on the meeting call, shall be an ordinary majority in a vote count of the shareholders voting at the meeting, provided that at least one of the following conditions is met:

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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.

The majority count at the meeting shall include a majority of the total votes of shareholders who do not have a personal interest in approving the engagement, participating in the vote; in the count of total votes of said shareholders, abstaining votes shall not be taken into account. A shareholder shall indicate to the Company on the attached voting card if they have a personal interest in approving the transaction or not.

6.2.2

The total votes of those opposing among the shareholders mentioned in Section 6.2.1 above, shall not exceed a rate of two percent of the total voting rights in the Company.

7. Disclosure of Interest:

7.1 For Resolutions No. 2.7, 2.9, and 2.10 above as stated in the immediate report on the meeting call, you must mark whether you are the controlling shareholder or have a personal interest according to Section 275(a)(3) of the Companies Law.

7.2 In the second part of this voting card, space is allocated to mark the existence or absence of an interest or other characteristic of the shareholder and a description of the nature of the interest, as required by Section 275(a)(3) of the Companies Law and clarification that anyone who does not mark or marks "Yes" and does not describe the nature of the personal interest, their vote will not be counted.

8. Validity of the Voting Proxy:

The voting proxy will only be valid if the following documents are attached to it and if it is delivered to the Company (including by registered mail) up to 4 hours before the time of voting, the closing time of the electronic voting system ("the System"), which is, Monday, July 6, 2026, at 09:00, or up to an earlier time as determined by the Securities Authority, provided it does not exceed 12 hours before the meeting convenes:

Unregistered shareholder (one who has a share registered with a TASE member and that share is included among the shares registered in the shareholders' register in the name of a registration company) – is required to provide the Company with a certificate of ownership together with the voting card in the second part of this report or via the System where they are also entitled to vote.

Registered shareholder (a shareholder registered in the Company's shareholders' register) – is required to provide the Company with a copy of an ID card, passport, or incorporation certificate together with the voting card in the second part of this report.

A voting proxy not submitted in accordance with the provisions of this section will be invalid.

For this purpose, "delivery time" is the time the voting proxy and above documents reached the address in Section 9 below.

9. Address for delivering voting proxies and position notices:

8 Granit St., P.O.B. 7313, Kiryat Aryeh Industrial Area, Petah Tikva, 4951407, Attn: Adv. Lior Papkin, Company Secretary (4th floor).

10. Final deadline for delivering position notices to the Company:

Up to 10 days before the meeting date, Friday, June 26, 2026.

11. Final deadline for delivering the Board of Directors' response to position notices (if received):

Up to 5 days before the meeting date, Wednesday, July 1, 2026.

12. Address of the distribution site and the TASE site where the voting proxies and position notices (if published) are located:

See Section 5 above.

13. Voting Proxies:

13.1 An unregistered shareholder is entitled to receive the certificate of ownership from the TASE member through which they hold their shares, at the TASE member's branch or by mail to their address, if requested; and that a request regarding this shall be given in advance for a specific securities account, and that an unregistered shareholder may instruct that their certificate of ownership be transferred to the Company via the System.

13.2

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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.

An unregistered shareholder is entitled to receive via email, free of charge, a link to the wording of the voting proxy and position notices on the distribution site, from the TASE member through which they hold their shares, unless they notified the TASE member that they do not wish to receive such link for a specific securities account at a time prior to the record date or that they wish to receive voting proxies by mail for payment; their notice regarding voting proxies will also apply to receiving position notices.

13.3 A shareholder may contact the Company directly and receive from it the wording of the voting proxy and position notices.

13.4 One or more shareholders holding shares at a rate constituting five percent or more of the total voting rights in the Company, as well as anyone who holds such a rate of the total voting rights not held by the controlling shareholder in the Company as defined in Section 268 of the Companies Law, is entitled to inspect the voting proxies and voting records via the System that reached the Company as detailed in Regulation 10 of the Regulations.

The quantity of shares as of the date of this voting proxy constituting 5% of the total voting rights in the Company is: 5,593,073 ordinary shares of the Company. The quantity of shares as of the date of this voting proxy constituting 5% of the total voting rights in the Company not held by a controlling shareholder in the Company as defined in Section 268 of the Companies Law is: 2,630,788 ordinary shares of the Company.

13.5 A shareholder is entitled to participate in the Meeting and vote in person or via a proxy who has been duly authorized. The document appointing a proxy shall be in writing, signed by the appointer accompanied by a copy of an ID card and deposited at the address mentioned in Section 9 above, at least 48 hours before the time set for the meeting or an adjourned meeting.

1. Changes to the Meeting Agenda:

After the publication of the meeting call and the attached voting proxy, there may be changes to the agenda, including adding an item to the agenda. Also, position notices may be published. If any of these documents are published, they can be viewed on the distribution site or the TASE site as mentioned in Section 5 above.

1. Adding an item to the agenda:

One or more shareholders, who have at least one percent (1%) of the voting rights at the Meeting, may request the Company's Board of Directors to include an item in the meeting's agenda, provided that the item is suitable to be discussed at a general meeting and this no later than Sunday, June 7, 2026.

1. Final deadline for providing an updated voting proxy (if requested):

A shareholder's request as mentioned in Section 15 above, if found suitable, will be included in an updated voting proxy for the meeting and published on the distribution site no later than Sunday, June 14, 2026.

Airport City Ltd.

Voting Proxy according to the Companies Regulations (Written Voting and Position Notices), 2005 ("the Regulations")

Part Two

Name of Company: Airport City Ltd.

Address (for delivery and mailing of voting proxies): 8 Granit St., P.O.B. 7313, Kiryat Aryeh Ind. Area, Petah Tikva, 4951407.

Company Number: 51-165940-1.

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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.

Meeting Date: Monday, July 6, 2026, at 13:00.

Meeting Type: Special.

Record Date: At the end of the trading day of Friday, June 5, 2026.

Shareholder Details:

1. Shareholder Name:

2. ID Number:

3. Quantity of Shares:

4. If the shareholder does not have an Israeli ID-

Passport Number:

Country of Issuance:

Valid until:

5. If the shareholder is a corporation-

Corporation Number:

Country of Incorporation:

Voting Method:

Please circle whether you are an interested party $^1$ / senior officer $^2$ / institutional investor $^3$ / none of them.

*If the voter voted by power of attorney, the above details shall also be provided regarding the grantor of the power of attorney.

Agenda Item Number	Subject	Voting Method*			Regarding approval of transactions according to Section 275(a)(3) of the Companies Law (as mentioned in sections 3.6, 3.8, and 3.9 in Part One of this voting proxy) mark whether you are the controlling shareholder or have a personal interest*
		For	Against	Abstain	Yes	No
2.2	Renewal of appointment of Kost Forer Gabbay & Kasierer EY accountants as the Company's auditor until the next annual meeting and authorizing the Company's Board of Directors to determine their fee.				☑	☐
2.3	Reappointment of Mr. Chaim Tsuff as a director in the Company.				☑	☐
2.4	Reappointment of Mr. Boaz Mordechai Simons as a director in the Company.				☑	☐
2.5	Reappointment of Mr. Yaron Afek, independent director in the Company and approval of his remuneration terms.				☑	☐
2.6	Approval of the Company's engagement in a group liability insurance policy for officers who are not controlling shareholders in the Company and its extension from time to time (including framework transaction).				☑	☐
2.7	Approval of the Company's engagement in a group liability insurance policy for officers who are controlling shareholders in the Company (indirectly), Mr. Chaim Tsuff, and its extension from time to time (including framework transaction).				☑	☐
2.8	Updating the indemnification letter for officers in the Company who are not controlling shareholders in the Company.				☑	☐

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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.

Agenda Item Number	Subject	Voting Method4			Regarding approval of transactions according to Section 275(a)(3) of the Companies Law (as mentioned in sections 3.6, 3.8, and 3.9 in Part One of this voting proxy) mark whether you are the controlling shareholder or have a personal interest5
		For	Against	Abstain	Yes	No
2.9	Approval of an indemnification letter for officers in the Company who are controlling shareholders in the Company (indirectly), Mr. Chaim Tsuff.
2.10	Approval of granting an exemption letter from liability for officers in the Company who are controlling shareholders in the Company (indirectly), Mr. Chaim Tsuff.

1 As defined in Section 1 of the Securities Law, 1968.
2 As defined in Section 37(d) of the Securities Law, 1968.
3 As defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Management Company in a General Meeting) Regulations, 2009, as well as a manager of a mutual investment fund as defined in the Joint Investment Trust Law, 1994.
4 Failure to mark will be considered as abstaining from voting on that item.
5 A shareholder who does not fill this column or marks "Yes" and does not provide details, their vote will not be counted.

5/28/2026 (9:44:34 AM) v1.2.5

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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. .

Below are details regarding my being a controlling shareholder or having a personal interest in the approval of the transactions according to section 275(a)(3) of the Companies Law:

Date: ____
Signature: ____

For shareholders holding shares through a TASE member according to section 177(1) of the Companies Law - this voting paper is valid only when accompanied by a confirmation of ownership, except in cases where the voting is through the system.

For shareholders registered in the company's register of shareholders - this voting paper is valid only when accompanied by a copy of the identity card/passport/certificate of incorporation.

5/28/2026 | 9:44:36 AM | v1.2.5