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May 28, 2026

Airport City Ltd.

Subject: Immediate report on the convening of a special general meeting of the company's shareholders and a transaction report in accordance with the Securities Regulations (Transaction between a Company and a Controlling Shareholder thereof), 5761-2001

An immediate report is hereby given in accordance with the Companies Law, 5759-1999 (hereinafter: the "Companies Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: "Periodic and Immediate Reports Regulations"), the Securities Regulations (Transaction between a Company and a Controlling Shareholder thereof), 5761-2001 (hereinafter: "Transaction with a controlling shareholder"), the Companies Regulations (Notice and Advertisement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 (hereinafter: "Notice Regulations"), the Companies Regulations (Written Voting and Position Statements), 5765-2005 (hereinafter: "Voting Regulations") and the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 5760-2000, regarding the convening of a special general meeting of the shareholders of Airport City Ltd. (hereinafter: the "Meeting" and the "Company"), which will be held at 8 Granit St., 4th Floor, Petah Tikva, on Monday, July 6, 2026, at 13:00, as detailed follows:

1. Items on the Agenda:

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

1.2 Renewal of the appointment of accountant/accountants Kost Forer Gabbay & Kasierer EY as the Company's auditing accountant until the next annual meeting and authorizing the Company's board of directors to determine their fee.

1.3 Reappointment of Mr. Haim Tsuff as a director in the Company.

1.4 Reappointment of Mr. Boaz Mordechai Simons as a director in the Company.

1.5 Reappointment of Mr. Yaron Afek, an independent director in the Company, and approval of his compensation terms.

1.6 Approval of the Company's entry into a group policy for liability insurance for officer/officers who are not controlling shareholders in the Company and its extension from time to time (including a framework transaction).

1.7 Approval of the Company's entry into a group policy for liability insurance for officer/officers who are controlling shareholders in the Company (indirectly), Mr. Haim Tsuff, and its extension from time to time (including a framework transaction).

1.8 Update of the indemnification letter for officer/officers in the Company who are not the controlling shareholders of the Company.

1.9 Approval of an indemnification letter for officer/officers in the Company who are the controlling shareholders of the Company (indirectly), Mr. Haim Tsuff.

1.10 Approval of granting a letter of exemption from liability to officer/officers in the Company who are the controlling shareholders of the Company (indirectly), Mr. Haim Tsuff.

2. Proposed Resolutions on the Agenda:

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

2.2 Renewal of the appointment of accountant/accountants Kost Forer Gabbay & Kasierer EY as the Company's auditing accountant until the next annual meeting and authorizing the Company's board of directors to determine their fee.

2.2.1

Accountant/accountants Kost Forer Gabbay & Kasierer EY were appointed as the auditing accountant/accountants of the Company on April 28, 2025, in place of accountant/accountants Somekh Chaikin KPMG. For details regarding the appointment, see immediate reports regarding the calling of a meeting and meeting results from April 6, 2025 (Reference No.: 2025-01-025183) and April 28, 2025 (No. 2025-01-029871), which are incorporated herein by way of reference.

It is proposed to approve the renewal of the appointment of accountant/accountants Kost Forer Gabbay & Kasierer EY as the auditing accountant/accountants of the Company until the next annual meeting and to authorize the Company's board of directors to determine their fee. For details regarding the fees of accountant/accountants Somekh Chaikin KPMG and accountant/accountants Kost Forer Gabbay & Kasierer EY for the years 2024 and 2025, respectively, see Section 10 in Chapter 2 (Board of Directors Report) of the Periodic report for the year 2025, dated March 25, 2026, Reference No. 2026-01-027308 (hereinafter: the "Periodic report for the year 2025"), which is incorporated herein by way of reference.

2.2.2

Proposed Resolution Language: To renew the appointment of accountant/accountants Kost Forer Gabbay & Kasierer EY as the auditing accountant/accountants of the Company until the next annual meeting and to authorize the Company's board of directors to determine their fee.

2.3 Reappointment of Mr. Haim Tsuff as a director in the Company.

2.3.1

It is proposed to reappoint Mr. Haim Tsuff as a director in the Company from the date of the meeting's approval until the next annual meeting. For the details required under Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations regarding Mr. Tsuff, see Regulation 26 in Chapter 4 (Report of Additional Details on the Company) of the Periodic report for the year 2025, which is incorporated herein by way of reference. For details regarding the compensation terms of Mr. Tsuff, which were approved in January 2025, see immediate reports regarding the calling of a meeting and meeting results from December 12, 2024 (supplementary immediate report, Reference No.: 2024-01-623874) and January 8, 2025 (2025-01-002904), which are incorporated herein by way of reference.

2.3.2

Proposed Resolution Language: To reappoint Mr. Haim Tsuff as a director in the Company from the date of the meeting's approval until the next annual meeting.

2.4 Reappointment of Mr. Boaz Mordechai Simons as a director in the Company.

2.4.1

It is proposed to reappoint Mr. Boaz Mordechai Simons as a director in the Company from the date of the meeting's approval until the next annual meeting. Mr. Simons is not entitled to directors' fees but is entitled to any other compensation approved by the Company's shareholders' meeting or to be approved by it, for all directors (insurance, indemnification, and exemption from liability) during his term of office (hereinafter: "other compensation"). For the details required under Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations regarding Mr. Simons, see Regulation 26 in Chapter 4 (Report of Additional Details on the Company) of the Periodic report for the year 2025, which is incorporated herein by way of reference.

2.4.2

Proposed Resolution Language: To reappoint Mr. Boaz Mordechai Simons as a director in the Company from the date of the meeting's approval until the next annual meeting.

2.5 Reappointment of Mr. Yaron Afek, an independent director in the Company, and approval of his compensation terms.

2.5.1

It is proposed to reappoint Mr. Yaron Afek, an independent director in the Company, as a director in the Company from the date of the meeting's approval until the next annual meeting. Mr. Afek has served in the Company as an independent director since December 16, 2021. The Company's audit committee confirmed Mr. Afek's independence on May 20, 2026. Mr. Afek will be entitled, for his service as an independent director in the Company, to compensation in the amount of the minimum amount granted to external directors in the Company according to the Companies Regulations (Rules regarding Compensation and Expenses for an External Director), 5760-2000, including any other compensation. For the details required under Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations regarding Mr. Afek, see Regulation 26 in Chapter 4 (Report of Additional Details on the Company) of the Periodic report for the year 2025, which is incorporated herein by way of reference.

2.5.2

Proposed Resolution Language: To reappoint Mr. Yaron Afek, an independent director, as a director in the Company from the date of the meeting's approval until the next annual meeting and to approve his compensation according to the minimum amount under the Companies Regulations (Rules regarding Compensation and Expenses for an External Director), 5760-2000.

The vote for each director will be conducted separately.

The declarations of the aforementioned directors in Sections 2.3 to 2.5 above are attached separately to this immediate report, respectively.

2.6 Approval of the Company's entry into a group policy for liability insurance for officer/officers (including directors and the CEO) who are not controlling shareholders in the Company and its extension from time to time, provided that all insurance periods do not exceed a total cumulative period of three years starting from June 1, 2026, without requiring further approval from the Company's shareholders' meeting (framework transaction).

2.6.1 Description of the main points of the Company's engagement in an officer/officers liability insurance policy:

The policy for officer/officers liability insurance in the Company is a group policy, under which the controlling shareholder in the Company (indirectly), Equital Ltd. (hereinafter: "Equital" or the "controlling shareholder"), has engaged with insurance companies regarding all officer/officers in it and in most of its subsidiaries, as they may be from time to time (hereinafter: the "Group"). The insurance policy was renewed from time to time, most recently in accordance with the approval of the Company's shareholders' meeting dated July 5, 2023, within a group insurance policy, with insurers in Israel and/or abroad, for a period of up to three years ending on May 31, 2026 (hereinafter: the "Existing Policy" and "framework transaction", respectively). For details

see immediate reports regarding the calling of a meeting and meeting results from May 28, 2023 (Reference No.: 2023-01-048733) and July 5, 2023 (Reference No.: 2023-01-063109), respectively, which are incorporated herein by way of reference (hereinafter: "Framework Transaction Reports"). The insurance policy was last renewed on June 1, 2025, and it will end on May 31, 2026.

2.6.2 Below is a description of the main terms of the new group insurance policy (hereinafter: the "New Policy"):

2.6.2.1 The term of the New Policy will begin on June 1, 2026, for a period of 18 months until November 30, 2027 (hereinafter: the "Insurance Period").
2.6.2.2 The New Policy is arranged by the controlling shareholder, for itself and for most of its subsidiaries, as they may be from time to time. The New Policy is on a claims-made basis, with liability limits of 75 million US dollars per case and for the insurance period, plus reasonable legal expenses beyond the liability limits for all officer/officers insured under the group insurance policy.
2.6.2.3 The deductible for the Company in claims against the insured persons covered under the group insurance policy concerning violations of securities laws, regarding the securities of corporations traded on the Tel-Aviv Stock Exchange Ltd. (hereinafter: the "TASE"), was set at a total of 500 thousand US dollars. The deductible for the Company for claims against officer/officers is 250 thousand US dollars for claims worldwide including the USA/Canada (there is no deductible for officer/officers in a case where the Company does not indemnify the officer/officers due to its insolvency). The group insurance policy covers the insured's liability for claims filed in Israel and also outside the borders of the State of Israel, worldwide, including the United States and Canada, according to international law and jurisdiction (interpretation of the group insurance policy is according to the laws of the State of Israel).
2.6.2.4 The group insurance policy is extended to cover civil claims against the Company itself and/or against public corporations and/or reporting entities included in the group insurance policy (in the sense of claims against the insured officer/officers) concerning the securities of these companies traded on the TASE (Entity Coverage for Securities Claims) up to the full liability limit. For this extension, payment orders for insurance benefits were set, if any are due, according to which the right of the officer/officers to receive indemnification from the insurers takes precedence over the right of the public corporations and/or reporting entities insured under this extension.
2.6.2.5 The group insurance policy is extended to also cover the liability of the controlling shareholders (as stated in Section 2.7.6 below) within the scope of their roles from time to time as officer/officers in the Company and/or in other corporations.
2.6.2.6 The group insurance policy stipulates that the retroactive period for covering a wrongful act that occurred in the past, but for which a claim is filed during the insurance policy period, is unlimited.
2.6.2.7 According to an indication received by the Company from the insurance expert (an independent third party), the cost of the annual insurance premium for the group insurance policy is expected to be in the range of 401 thousand US dollars to 423 thousand US dollars for the entire insurance period, while the Company's share is expected to stand at approximately 98 thousand US dollars.
2.6.2.8 The distribution of the premium for the group insurance policy among the group companies was determined in consultation with an insurance expert based on parameters customary in the insurance field, where as of June 1, 2026, the Company's share is expected to be at a rate of approximately $24\%$ of the group premium (unchanged from the previous insurance period).

2.6.3 Framework transaction

It is proposed to approve the Company's engagement within a group insurance policy, from time to time, provided that all insurance periods do not cumulatively exceed a period of three years from June 1, 2026, without requiring further approval from the general meeting of the Company's shareholders, within a group insurance policy that includes most of the corporations of the Company's controlling shareholder, with an insurer in Israel and/or abroad, at a premium and under conditions as will be acceptable at the time of the extension, renewal, or replacement of the insurance policy and in accordance with the details below:

2.6.3.1

The liability limit (in the group insurance policy) shall not exceed a total of 150 million US dollars per case and for the insurance period.

2.6.3.2

The cost of the annual premium and the amount of the deductible will be in accordance with what is customary in the insurance market for insurance policies of this type and scope at the time of drafting the policy, and the premium cost will not be material to the Company.

2.6.3.3

The distribution of the insurance premium among the insured companies will be determined by Equital's management, in consultation with an expert in officer/officers insurance and based on parameters customary in this field of insurance.

2.6.3.4

In a case where the group insurance policy includes coverage for the liability of the Company and/or its subsidiaries, the officer/officers shall have priority over the Company and/or its subsidiaries in receiving insurance benefits, if any are due.

2.6.3.5

The engagement will be made with insurers in Israel and/or abroad, in an insurance policy under conditions that will be adjusted to the Company's needs at the time of the extension of the insurance, its renewal, or its replacement, provided that the engagement is approved by the compensation committee and the Company's board of directors, which shall determine that it meets the conditions set forth in this section and that the policy premium will be in a reasonable amount considering the exposure of the insured, the scope of coverage, and market conditions.

2.6.3.6

The future engagements of the Company in group insurance policies, as stated above, will be made for several insurance periods, provided that all insurance periods cumulatively do not exceed a period of three years starting from June 1, 2026 (hereinafter: "framework transaction").

2.6.4 Reasoning of the Compensation Committee and the Board of Directors:

2.6.4.1

Entering into an officer/officers liability insurance policy is customary in public corporations in Israel in general and in the Company in particular.

2.6.4.2

Entering into a group insurance policy is for the benefit of the Company, as it allows the Company's officer/officers to perform their duties properly, considering the involved risks and the liability imposed on them by law.

2.6.4.3

Drafting a separate insurance policy by the Company would result in higher costs for it compared to the Company's relative share in the payment of the premium for a group insurance policy, and this would be at a lower liability limit and with a more limited scope of coverage.

2.6.4.4 Coverage in such an insurance policy may exempt the Company from indemnifying officer/officers in accordance with the indemnification letters given to them (up to the amount of the liability limit) and thereby protect the Company's assets and reduce its liabilities.

2.6.4.5 The new insurance policy includes insurance coverage for the Company's exposure to civil claims concerning violations of securities laws in connection with the Company's securities traded on the TASE.

2.6.4.6 The engagement in a new insurance policy is in accordance with the provisions of the Companies Law, the Articles of Association, and the Company's compensation policy.

2.6.4.7 The terms of the Company's engagement in the new insurance policy do not differ significantly from the terms of the engagements of most of the subsidiaries and other affiliated companies of the Company's controlling shareholder.

2.6.4.8 The coverage amounts in the New Policy were determined in light of the risk involved in the activities of officer/officers in companies from the Equital group, while taking into account the type and scope of the activities of these corporations and the fact that they are public corporations.

2.6.4.9 The annual premium paid for the insurance policy is fair and its pricing was conducted after negotiations with several of the leading insurers in this field of insurance. In addition, the Equital group's insurance expert confirmed to the Company that considering the liability limit and the premium, the scope of the insurance coverage, the claims history under the existing policy, and the insurance terms customary in the officer/officers liability insurance industry, the premium paid is under terms customary in the insurance market at this time.

2.6.4.10 Setting a limited framework for the engagement in an officer/officers insurance policy for three years is consistent with the provisions of the Companies Law and is accepted in the market, saving unnecessary costs and resources needed to bring the matter to the approval of the shareholders' meeting every year and allowing flexibility in the timing of the engagement. The framework was limited by conditions.

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including regarding the height of the premium paid by the Company and approval of the Remuneration Committee and the Company's Board of Directors as a condition for every engagement.

2.6.5 Proposed resolution text: 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) conducted by the controlling shareholder of the Company and to approve the Company's engagement in an officer liability insurance policy, from time to time and up to a period of three years from June 1, 2026 (which may also be done by way of further extensions), and this without requiring further approval from the Meeting, at a premium and under conditions as will be accepted at the time of the extension, renewal or replacement of the insurance policy and subject to the conditions defined above (framework transaction).

2.6.6 Directors who participated in the Remuneration Committee and Board of Directors meeting: Messrs. Chaim Tsuff (participated in the Board), Boaz Mordechai Simons (participated in the Board), Mazal Cohen Bahari, Yafit Yehuda and Yaron Afek in accordance with Section 278(b) of the Companies Law.

2.6.7 Directors with a personal interest in the Company's engagement in director and officer insurance: All directors of the Company.

2.7 Approval of the Company's engagement in a group policy for officer liability insurance, who are the controlling shareholders in the Company (indirectly) and its extension from time to time, provided that all insurance periods cumulatively do not exceed a period of three years starting from June 1, 2026, without requiring further approval from the General Meeting of the Company's shareholders (including a framework transaction).

2.7.1 For a concise description of the terms of the officer liability insurance policy for those who are the controlling shareholders in the Company, under identical terms to the rest of the officers in the Company, see Section 2.6 above. In light of the fact that this is a transaction among others with the controlling shareholder and Chairman of the Board, Mr. Chaim Tsuff, it is approved for a maximum period of 3 years, starting from June 1, 2026.

2.7.2 For the reasons of the Remuneration Committee and the Board of Directors, see Section 2.6.4 above including the following reasons:

2.7.2.1 Engagement in a group officer insurance policy with the controlling shareholder in the Company does not constitute a distribution as defined in the Companies Law.

2.7.2.2 The terms of engagement of the Company and its subsidiaries in the group insurance policy in connection with the insurance terms of the controlling shareholders in the Company are under terms identical to the engagement terms of the other officers in the Company.

2.7.3 Proposed resolution text: To approve the Company's engagement in a group insurance policy for officers in the Company who are the controlling shareholders in the Company (indirectly), Mr. Chaim Tsuff, conducted by the controlling shareholder in the Company and to approve the Company's engagement in a director and officer liability insurance policy from time to time and up to a period of three years from June 1, 2026, which may also be done by way of further extensions and this without requiring further approval from the Meeting, at a premium and under conditions as will be accepted at the time of the extension, renewal or replacement of the insurance policy and subject to the conditions defined above (framework transaction).

2.7.4 The method by which the consideration was determined: See Section 2.6.4.9 above.

2.7.5 Detail of transactions of its type or similar transactions, between the Company and the controlling shareholder or in which the controlling shareholder had a personal interest, signed within the two years preceding the date of approval of the transaction by the Board of Directors and the Audit/Remuneration Committee or which are still in effect at the date of said Board of Directors approval:

2.7.5.1 Liability insurance policies for officers of the Company, who are controlling shareholders, which were in effect in the last two years are from June 1, 2023, June 1, 2024 and June 1, 2025 for a

period of 12 months, each.

2.7.5.2 A framework transaction in connection with a group policy for officer liability insurance, who are controlling shareholders, was approved at the General Meeting of the Company's shareholders on July 5, 2023, for a period of three years which will end on May 31, 2026. For details see framework transaction reports.

2.7.6 Name of the controlling shareholder who has a personal interest in approving the Company's engagement in an officer liability insurance policy for those who are controlling shareholders in the Company and details of the rights granting him control in the Company:

2.7.6.1 Equital holds (through its subsidiary) approximately 52.96% of the issued capital and voting rights in the Company. J.H.K. Investments Limited Partnership (hereinafter: "JHK Investments"), is the controlling shareholder in Equital (through J.H.K. General Managers Ltd. serving as the general partner in JHK Investments (hereinafter: the "General Partner")) and holds approximately 31.13% of the issued capital and approximately 35.70% of the voting rights in it. To the best of the Company's knowledge, the controlling shareholder in the General Partner is United Kingsway Ltd (approx. 57.5%) (hereinafter: "Kingsway"). To the best of the Company's knowledge, Kingsway is a private company fully owned and controlled by Mr. Chaim Tsuff.

2.7.6.2 In light of the above, Mr. Chaim Tsuff, Chairman of the Board, is the controlling shareholder in the Company (indirectly) and has a personal interest in approving the Company's engagement in an officer liability insurance policy by virtue of his service as Chairman of the Board of Directors of the Company.

2.7.6.3 Mr. Boaz Simons, may be considered as having a personal interest by virtue of Mr. Simons' service as a director in Equital, the controlling shareholder (indirectly) in the Company and also by virtue of his employment by a corporation controlled by the Livnat family which to the best of the Partnership's knowledge holds, indirectly, approximately 19.43% of the rights in J.H.K. Investments Partnership, the controlling shareholder (indirectly) in the Company.

2.7.7 The directors who participated in the Audit-Remuneration Committee and Board of Directors meeting in connection with this resolution are Mazal Cohen Bahari, Yafit Yehuda and Yaron Afek.

2.8 Update of Letter of Indemnification for officers in the Company including the CEO of the Company who are not controlling shareholders in the Company.

2.8.1 In January 2021, the General Meeting of the Company's shareholders approved, after receiving the approval of the Audit Committee and the Board of Directors of the Company, an undertaking of the Company to provide advance indemnification to all officers in the Company (as well as officers who will be appointed in the Company from time to time) in accordance with the provisions of the Companies Law and the Remuneration Policy of the Company (hereinafter: the "Letter of Indemnification").

2.8.2 The proposed text of the Letter of Indemnification for officers in the Company including the CEO is brought with tracked changes for approval of the Meeting (in relation to the Letter of Indemnification) for the purpose of updating it in accordance with the recommendation of an external expert and it is attached as Appendix A to this summons report (hereinafter: the "Updated Letter of Indemnification"). The proposed change includes adding areas for which indemnification applies. Insofar as the Updated Letter of Indemnification is not approved, the Letter of Indemnification will remain in effect.

2.8.3 Reasons of the Remuneration Committee and the Board of Directors:

2.8.3.1 Engagement in a letter of indemnification of officers is customary in public corporations in Israel in general and in the Company in particular.

2.8.3.2 Engagement in a letter of indemnification is for the benefit of the Company, as it is intended to allow the Company's officers to fulfill their roles properly, considering the risks involved and the legal responsibility imposed on officers.

2.8.3.3 Engagement in a letter of indemnification with officers allows the Company to decrease the height of the insurance and thereby decrease its liabilities.

2.8.3.4 The Letter of Indemnification is brought for update according to the recommendation of an external expert.

2.8.3.5 The terms of the Letter of Indemnification are not materially different from its terms in other subsidiaries of the controlling shareholder in the Company.

2.8.3.6 The proposed Letter of Indemnification for officers is given to all officers in the Company under identical terms.

2.8.3.7 The maximum indemnification amount was determined in light of the risk involved in the activity of officers in the Company and according to what is common in many public companies.

2.8.3.8 Approval of the indemnification as stated complies with the Remuneration Policy of the Company.

2.8.4 Proposed resolution text: To update the Letter of Indemnification of officers in the Company including the CEO of the Company who are not controlling shareholders in the Company, in the text attached as Appendix A.

2.8.5 Directors who participated in the Remuneration Committee and Board of Directors meeting: Messrs. Chaim Tsuff (participated in the Board), Boaz Simons (participated in the Board), Mazal Cohen Bahari, Yafit Yehuda and Yaron Afek in accordance with Section 278(b) of the Companies Law.

2.8.6 Directors with a personal interest in updating the Letter of Indemnification for officers in the Company including the CEO: All directors of the Company.

2.9 Approval of Letter of Indemnification for officers in the Company who are the controlling shareholders in the Company (indirectly).

2.9.1 In July 2023, the General Meeting of the Company's shareholders approved, after receiving approval from the Audit Committee and the Board of Directors of the Company, an undertaking by the Company to provide advance indemnification to all officers in the Company who are the controlling shareholders in the Company, Mr. Chaim Tsuff, in accordance with the provisions of the Companies Law and the Remuneration Policy of the Company. For details regarding the Company's Letter of Indemnification in the version approved by the General Meeting, see Appendix A to the framework transaction reports. The period of the Letter of Indemnification granted to Mr. Tsuff, the controlling shareholder (indirectly) in the Company, is set to end in November 2026.

2.9.2

The updated version of the proposed Letter of Indemnification for Mr. Tsuff brought for approval is presented with tracked changes in relation to the Letter of Indemnification approved at the General Meeting mentioned above, attached as Appendix A to this summons report, and it is proposed that its validity be for 3 years from December 1, 2026. For details regarding the proposed change see Section 2.8.2 above.

2.9.3 Reasons of the Remuneration Committee and the Board of Directors, see Section 2.8.3 above including the following reasons:

2.9.3.1 The proposed Letter of Indemnification for the officer who is the controlling shareholder is given under terms identical to those of the other officers in the Company.
2.9.3.2 Engagement in a letter of indemnification with the controlling shareholder in the Company does not constitute a distribution as defined in the Companies Law.

2.9.4 Proposed resolution text: To approve the Company's engagement in a Letter of Indemnification with Mr. Chaim Tsuff, an officer in the Company who is the controlling shareholder in the Company (indirectly), in the version attached as Appendix A, for a period of three years from December 1, 2026.

2.9.5 The way the consideration was determined: See Section 2.8.3.7 above.

2.9.6 Detail of transactions of its type or similar transactions, between the Company and the controlling shareholder or in which the controlling shareholder had a personal interest, signed within the two years preceding the date of approval of the transaction by the Board of Directors and the Remuneration Committee or which are still in effect at the date of said Board of Directors approval: A Letter of Indemnification for directors and officers of the Company who are controlling shareholders was approved at the General Meeting of the Company's shareholders in 2023 as mentioned above, for a period of three years which will end on November 30, 2026.

2.9.7 Name of the controlling shareholder who has a personal interest in approving the Company's engagement with him in a Letter of Indemnification and details of rights granting him control in the Company:

2.9.7.1 Mr. Chaim Tsuff, the controlling shareholder (indirectly) in the Company, has a personal interest in the decision by virtue of his service as Chairman of the Board of Directors of the Company. For details of the rights granting Mr. Chaim Tsuff control in the Company (indirectly), see Section 2.7.6 above.
2.9.7.2 Mr. Boaz Simons, may be considered as having a personal interest by virtue of Mr. Simons' service as a director in Equital, the controlling shareholder (indirectly) in the Company and also by virtue of his employment by a corporation controlled by the Livnat family which to the best of the Partnership's knowledge holds, indirectly, approximately $19.43\%$ of the rights in J.H.K. Investments Limited Partnership, the controlling shareholder (indirectly) in the Company.

2.9.8 The Board of Directors who participated in the Audit-Remuneration Committee and Board of Directors meeting in connection with this resolution are Mazal Cohen Bahari, Yafit Yehuda and Yaron Afek.

2.10 Approval of granting a Letter of Exemption from liability for officers in the Company who are the controlling shareholders in the Company (indirectly).

Companies Law and the Remuneration Policy of the Company. For details regarding the Letter of Exemption from liability in the version approved by the General Meeting above, see Appendix B to the framework transaction reports in connection with the immediate report for summons of the Meeting. The period of the Letter of Exemption from liability granted to Mr. Tsuff, the controlling shareholder (indirectly) in the Company, is set to end in November 2026 (hereinafter: "the Exemption Letter").

2.10.2 The version of the Exemption Letter for Mr. Tsuff brought for approval with tracked changes is with non-material changes from the version of the Exemption Letter approved for him at the General Meeting mentioned above and it is proposed that its validity be for 3 years from December 1, 2026 and it is attached as Appendix B to this summons report.

2.10.3 Reasons of the Remuneration Committee and the Board of Directors:

2.10.3.1 Approval of exemption from liability for officers in the Company is common in some of the public corporations in Israel.

2.10.3.2 Approval of exemption from liability for officers is for the benefit of the Company, as it is intended to allow the Company's officers to fulfill their roles properly, considering the risks involved and the legal responsibility imposed on officers.

2.10.3.3 The proposed Exemption Letter for the officer who is the controlling shareholder is given under terms identical to those of the other officers (with non-material changes).

2.10.3.4 Engagement in an Exemption Letter with the controlling shareholder in the Company does not constitute a distribution as defined in the Companies Law.

2.10.3.5 Approval of the Letter of Exemption from liability as stated complies with the Companies Law, the Company's Articles of Association and the Remuneration Policy of the Company.

2.10.4 Proposed resolution text: To approve the Company's engagement in a Letter of Exemption from liability with Mr. Chaim Tsuff, an officer in the Company who is the controlling shareholder in the Company (indirectly), in the version attached as Appendix B, for a period of three years from December 1, 2026.

2.10.5 Detail of transactions of its type or similar transactions, between the Company and the controlling shareholder or in which the controlling shareholder had a personal interest, signed within the two years preceding the date of approval of the transaction by the Board of Directors and the Remuneration Committee or which are still in effect at the date of Board of Directors approval as stated: A Letter of Exemption from liability for officers of the Company who are controlling shareholders, was approved at the General Meeting of the Company's shareholders in July 2023 as mentioned above, for a period of three years which will end on November 30, 2026.

2.10.6 Name of the controlling shareholder who has a personal interest in approving the Company's engagement with him in an exemption from liability and details of rights granting him control in the Company:

2.10.6.1

Mr. Chaim Tsuff, the controlling shareholder (indirectly) in the Company has a personal interest in the decision by virtue of his service as Chairman of the Board of Directors of the Company and being the beneficiary of the Letter of Exemption from liability. For details of the rights granting Mr. Chaim Tsuff control in the Company (indirectly), see Section 2.7.6 above.

2.10.6.2

Mr. Boaz Simons, may be considered as having a personal interest by virtue of Mr. Simons' service as a director in Equital, the controlling shareholder (indirectly) in the Company and also by virtue of his employment by a corporation controlled by the Livnat family which to the best of the Partnership's knowledge holds, indirectly, approximately 19.43% of the rights in J.H.K. Investments Limited Partnership, the controlling shareholder (indirectly) in the Company.

2.10.7

The directors who participated in the Audit-Remuneration Committee and Board of Directors meeting in connection with this resolution are Mazal Cohen Bahari, Yafit Yehuda and Yaron Afek.

Additional details regarding the Meeting's agenda:

3.1 Location of the Special Meeting and its date:

3.1.1 8 Granit Street, Kiryat Arie Industrial Zone, Petah Tikva, 4th Floor.

3.1.2 Monday, July 6, 2026, at 13:00 ("Meeting Time").

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3.2 The Required Majority

3.2.1 The majority required for approval of the resolutions detailed in sections 2.2 through 2.6 and 2.8 above, on the meeting's agenda, is an ordinary majority in a count of votes of the shareholders voting at the meeting.

3.2.2 The majority required for approval of the resolutions detailed in sections 2.7, 2.9, and 2.10 above shall be an ordinary majority in a count of votes of the shareholders voting at the meeting, provided that at least one of the following conditions is met:

3.2.2.1 The majority count of votes at the meeting shall include a majority of all the votes of shareholders who do not have a personal interest in the approval of the engagement, participating in the vote; in the count of all votes of said shareholders, abstaining votes shall not be taken into account;

3.2.2.2 The total number of opposing votes among the shareholders mentioned in sub-section 3.2.2.1 above does not exceed a rate of two percent of the total voting rights in the company.

3.3 The Record Date

The record date regarding the eligibility of a shareholder in the company to vote at the meeting, as stated in section 182(b) of the Companies Law, and Regulation 3 of the Companies Regulations (Written Voting and Position Statements), 2005, is at the end of the trading day on the Stock Exchange that falls on Friday, June 5, 2026.

3.4 Holdings of the Controlling Shareholder in the Company

Equital (through a subsidiary) with respect to sections 2.2 through 2.6 and 2.8 holds shares at a rate that will grant it the required majority to pass the above-proposed resolutions on the meeting's agenda.

3.5 Details regarding the Voting Paper

3.5.1 On all matters on the meeting's agenda, shareholders may vote via a voting paper or through the electronic voting system (regarding the electronic voting system - except for a shareholder whose shares are registered in the register of shareholders) (hereinafter: "the System"). The text of the voting paper and position statements (if any) regarding the matters in this immediate report can be found on the Securities Authority's distribution site at: www.magna.isa.gov.il (hereinafter: the "Distribution Site") and on the Maya system on the TASE website at http://maya.tase.co.il (hereinafter: the "TASE Site").

3.5.2 Voting via the voting paper shall be done on the second part of the voting paper, as published on the Distribution Site and the TASE Site, as detailed above.

3.5.3 A shareholder may contact the company directly and receive the text of the voting paper and position statements (if any) from it.

3.5.4 A TASE member shall send, free of charge, by email, a link to the text of the voting paper and position statements (if received by the company) on the Distribution Site, to any shareholder not registered in the register of shareholders and whose shares are registered with that TASE member, unless the shareholder notified that they are not interested in this, provided that the notification was given regarding a specific securities account and at a date prior to the record date.

3.5.5 A shareholder whose shares are registered with a TASE member is entitled to receive ownership confirmation from the TASE member through which they hold their shares (hereinafter: "Ownership Confirmation"), at a branch of the TASE member or by mail to their address for shipping fees only, if

requested, and that a request regarding this matter be given in advance for a specific securities account.

3.5.6 A shareholder whose shares are registered with a TASE member and votes via a voting paper, shall provide the company at the address listed in section 3.8 below, with the voting paper, a photocopy of an ID card or photocopy of a passport or photocopy of an incorporation certificate and the ownership confirmation for the day appearing on the aforementioned record date or through the System, up to 4 hours before the meeting convening time.

3.5.7 Every shareholder is entitled to participate in the meeting and vote in person or by a proxy who has been duly authorized. The document appointing a proxy shall be in writing and signed by the appointer's hand and deposited at the registered office of the company, at least 48 hours before the meeting convening time or the adjourned meeting below, as the case may be.

3.5.8 The deadline for providing the voting paper in the system to the company representative as stated in section 3.8 below, together with all the documents to be attached to it, is no later than 4 hours before the convening time.

10 -

The meeting, Monday, July 6, 2026, at 09:00, or until an earlier time to be determined by the Securities Authority, provided it does not exceed 12 hours before the meeting convenes.

3.5.9 The deadline for providing position statements by a shareholder in the company to the company, is no later than Friday, June 26, 2026, to the company representative as stated in section 3.8 below. The company may provide the Securities Authority and the TASE with the company's response to it (if given), no later than Wednesday, July 1, 2026.

3.5.10 One or more shareholders holding at least one percent (1%) of the voting rights at the meeting may request the company's Board of Directors to include a topic on the meeting's agenda, provided that the topic is suitable to be discussed at a general meeting, no later than Sunday, June 7, 2026. A shareholder's request as above, if found suitable, will be included in an updated agenda of the meeting and published on the Distribution Site and the TASE Site no later than Sunday, June 14, 2026.

3.6 Quorum

A quorum shall be formed 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 half an hour after the time set for the opening of the meeting a quorum is not found, the meeting shall be adjourned for one week, to Monday, July 13, 2026, at the same time and place without any obligation to notify the shareholders of this (hereinafter: the "Adjourned Meeting"). At the Adjourned Meeting, a quorum shall be formed when two shareholders are present, in person or by proxy.

3.7 Authority of the Securities Authority

By virtue of regulation 10 for a transaction with a controlling shareholder, the Securities Authority or an employee it has authorized may issue an instruction which may delay the convening of the meeting.

3.8 Address for Inquiries to the Company regarding this Meeting and Review of Documents

Documents regarding the immediate report published by the company in connection with the resolutions on the agenda above may be reviewed at 8 Granit St., Kiryat Arie Industrial Zone, Petah Tikva (4th floor) (P.O.B. 7313, 4951407), on Sundays through Thursdays, during customary working hours, up to 4 hours before the meeting convening time, and after prior coordination with Adv. Lior Papkin, Company Secretary, at phones 073-2333922/46 and fax 03-9229255, as well as on the Distribution Site and the TASE Site as detailed above.

Airport City Ltd.

By: Mr. Yaakov Maimon, CEO

Ms. Meirav Adret, General Counsel

Appendix A

Proposed Indemnity Letter with Marked Changes

Airport City Ltd.

("The Company")

Mr./Ms. [ ]

Re: Indemnity Letter

Whereas on May 24, 2026, the company's Board of Directors decided to approve an update to the company's undertaking for advance indemnification of all officers¹ in the company as well as other officers who will be appointed in the company from time to time, until another decision is made on the matter, in accordance with the provisions of the Companies Law, 5759-1999 (hereinafter: "the Companies Law") and in accordance with the details in this indemnity letter (hereinafter: the "Indemnity Decision").

And whereas on July 6, 2026, the company's general meeting approved the Indemnity Decision, the company confirms and undertakes towards you, subject to the provisions of any law, as follows:

Without derogating from the company's right to indemnify you retroactively, in accordance with the provisions of the company's articles of association, the company hereby undertakes to indemnify you, in advance and irrevocably, for a liability or expense imposed on you or that you expended due to any act or omission you performed (including your actions before the date of this indemnity letter) and/or will perform in your capacity as an officer in the company and/or in a subsidiary of the company and/or in an associated company of the company in which you were appointed by the company as an officer, employee, or agent (hereinafter: "Another Company") (the company and/or a subsidiary of the company and another company shall be called hereinafter jointly and severally in this indemnity letter: "The Company"), as detailed below:

A. Monetary liability imposed on you 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.

B. Reasonable litigation expenses, including lawyer's fees, that you expend or will be liable for, due to an investigation or proceeding conducted against you by an authority authorized to conduct an investigation or proceeding, and which ends without an indictment being filed against you and without a monetary liability being imposed on you as an alternative to a criminal proceeding, or ends without an indictment being filed against you but with the imposition of a monetary liability as an alternative to a criminal proceeding for an offense that does not require proof of criminal intent or in connection with a financial sanction; in this paragraph -

C. Termination of a proceeding without filing an indictment in a matter in which a criminal investigation was opened – means closing the case under section 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982 (in this sub-section: the "Criminal Procedure Law"), or stay of proceedings by the Attorney General under section 231 of the Criminal Procedure Law;

"Monetary liability as an alternative to a criminal proceeding" – a monetary liability imposed by law as an alternative to a criminal proceeding, as defined in section 260(a) of the Companies Law, 5759-1999, as may be amended.

"Officer" – as defined in the Companies Law, 5759-1999, and/or in any other law.

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from time to time (hereinafter: the "Companies Law"), including an administrative fine under the Administrative Offenses Law, 1985, a fine for an offense determined to be a fineable offense under the provisions of the Criminal Procedure Law, a financial sanction, or a ransom.

d. Reasonable litigation expenses, including attorney's fees, incurred by you or charged to you by a court, in a proceeding filed against you by the Company or on its behalf or by another person, or in a criminal charge from which you are acquitted, or in a criminal charge in which you are convicted of an offense that does not require proof of criminal intent.

e. Liability or other expense permitted to be indemnified by law, as amended from time to time.

f. Liability and/or expenses incurred in connection with a proceeding (as defined in Section 56H(a)(1) of the Securities Law or under Sub-chapter D of Chapter Four of Part Nine of the Companies Law or under Chapter G1 of the Economic Competition Law, 1988) conducted in his matter, including reasonable litigation expenses, including attorney's fees.

g. Payment to a victim of an offense as stated in Section 52ND(a)(1)(a) of the Securities Law, 1968 (hereinafter: the "Securities Law");

The indemnification under Section 1.a. (Financial Liability) above, shall apply to liabilities or expenses resulting from actions or omissions directly or indirectly related to the types of events detailed in this section below, provided that the maximum amount of said indemnification shall not exceed the maximum indemnification amount for all types of events together and for all officers in the Company together as detailed in Section 3 below:

a. Actions of the Company related to the Company's field of business.

b. Securities offerings by the Company and/or by any other shareholder to the public and/or not to the public, according to prospectuses, notices, reports, tender offers, private allocations, other proceedings, as well as prospectuses of interested parties of the Company that include a description of the Company.

c. Actions resulting from the Company being a public company and/or subsidiary companies or related companies and/or other companies being public companies and/or from their securities being offered to the public and/or traded on the Stock Exchange in Israel.

d. A report or notice submitted under the Companies Law or the Securities Law, including regulations enacted thereunder, or under laws and regulations dealing with similar subjects outside of Israel, or under rules or guidelines customary on the Stock Exchange in Israel or outside it and/or refraining from submitting such a report or notice.

e. Events that affected or could have affected the profitability of the Company and/or the Company's subsidiaries or related companies or other companies of the Company, their property or rights, or their liabilities.

f. Actions related to management, consulting, or other services provided by the Company, whether to group companies or to any third party.

g. Actions regarding investments that the Company examines and/or performs, both before and/or after the performance of the investment, for the purpose of entering into a transaction, its performance, its development, its follow-up and supervision, including such actions performed on behalf of the Company.

h. A transaction and an extraordinary transaction as defined in Section 1 of the Companies Law, including the transfer, lease, sale, or purchase of assets or liabilities, as well as receiving and/or granting an option to sell, lease, transfer, or purchase assets in Israel and abroad or such liabilities, including securities or granting or receiving a right in any of them, including purchase or sale actions (by the Company and/or subsidiaries and/or its related companies), directly and/or indirectly, of assets (including shares) and rights, in Israel and outside Israel, including the purchase and sale of "control blocks"; receipt of credit; and an action directly or indirectly involved in such a transaction, including negotiations, oral and written commitments, signing agreements and/or other documents.

i. Actions regarding labor relations and commercial relations, including employees, consultants, agents, marketers, independent contractors, customers, suppliers, and various service providers or any other third party maintaining any type of business with the Company, performed on behalf of the Company as an officer therein, including events related to the employment conditions of employees and employer-employee relations, including employee promotion, handling pension arrangements, insurance and savings funds, loans to employees, and the granting of securities and other benefits.

i1. Actions related to the submission of bids for tenders and/or franchises and/or licenses, of any type and kind.

All actions relating to a decision or activity of the Company or yours within the scope of your position in the Company, including an expression, statement, expression of position or opinion, made in good faith by you during your position and by virtue of his position, including within the framework of Board of Directors meetings and/or any of its committees.

j. Actions related to any claim or demand filed regarding a cause of action performed or alleged to have been performed or misuse regarding intellectual property rights, including but not limited to, patents, designs, trademarks, copyrights, etc., of a third party by the Company and/or anyone on its behalf.

k. Actions related to engagements with lenders or creditors or regarding funds loaned by them, or debts of the Company towards them.

l. Events related to safety at work, work injuries, and product quality, including any claim or demand filed in Israel or abroad, by a third party suffering bodily injury or damage to business or property or personal asset, including loss of its use during any action or omission attributed to the Company, or on its behalf to its employees, agents, or other persons acting or claiming to act on behalf of the Company.

m. Events directly or indirectly related to an omission, in whole or in part, by the Company, or by the officers, directors, or employees of the Company, regarding

payment, reporting, or documentation of documents, to one of the State authorities, foreign authority, municipal authority, or any other payment required by the laws of the State of Israel, including income tax payments, sales tax, capital gains tax, transfer taxes, excise, value-added tax, stamp duty, customs, social security, salaries or delay of wages to employees or other delays, including any type of interest and linkage differentials.

n. Actions that may harm the environment, including actions of establishment, management, maintenance, transport, or activity of factories, plants, or facilities, including circumstances creating any type of violation of environmental laws, environmental licenses, permits, or additional approvals required under the environmental laws of the State of Israel.

o. Any claim or demand filed by purchasers, owners, lessors, lessees, or other holders of assets or products of the Company in Israel or abroad, or individuals dealing with said products, for damages or losses related to the use of said assets or products.

p. Any administrative, public, judicial action, orders, judgments, claims, demands, demand letters, instructions, arguments, investigations, proceedings, or notices of non-compliance or violation of an action of a governmental authority or other body claiming non-fulfillment of a provision of law, regulation, order, ordinance, rule, practice, instruction, licensing, or judgment by the Company or the officers of the Company within the scope of their position in the Company.

q. Actions regarding structural change of the Company or its reorganization or any decision regarding them, including but not limited to, merger, split, change in the Company's capital, establishment of subsidiaries, liquidation and/or receivership of assets of any of them or their sale to third parties, allocation or distribution (as defined in the Companies Law), including for the purchase of the Company's shares, provided that there is no violation of any law in the indemnification for such an action.

r. All actions relating to a decision or activity of the Company or the officer within the scope of his position in the Company, including expressions, statements, or expression of position or opinion made in good faith by you by virtue of your position, including within the framework of discussions and decisions held or made in the Company's Board of Directors or in one of its committees or within the framework of voting in general meetings of corporations and/or in other organs of corporations performed by the officer within the scope of his position in the Company.

s. Any claim or demand regarding the Company's Board of Directors' opinion to offerees in a tender offer, regarding the worthiness of a special tender offer in accordance with Section 329 of the Companies Law, or refraining from providing such an opinion.

t. Actions regarding investments performed by the Company in stages before and/or after the performance of the investment or the entry into a transaction, its performance, development, and the follow-up and supervision over it, including such actions performed on behalf of the Company.

u. Actions related to the performance of a transaction regarding activities in the insurance field or actions that led to the non-arrangement of proper insurance arrangements, including engagement with reinsurers and/or

agents and/or with insurers and/or insureds and/or with other customers and/or failure in risk management.

v. Actions regarding receipt of credit, transfer, sale, or purchase of assets in Israel and abroad, as well as any liabilities, including securities in any way.

w. Actions related, inter alia and without derogating from the generality of the above, to the purchase or sale of companies in Israel and abroad, legal entities or assets, as well as events related, directly or indirectly, to antitrust, including restrictive arrangements, monopolies, splits or mergers and legal and other results that may arise from them.

x. Any action related to the action of selling, buying, or holding tradable securities for or on behalf of the Company.

y. A report or notice submitted under the Companies Law and/or the Securities Law, including regulations enacted thereunder, or under laws and regulations dealing with similar subjects outside of Israel, or under rules or guidelines customary on the Stock Exchange in Israel or outside it and/or refraining from submitting such a report or notice.

z. Conducting negotiations with third parties, including contacts with state authorities in the Company's fields of activity.

aa. Any claim or demand filed regarding the appointment or request for the appointment of a receiver for the assets of the Company and/or subsidiaries and/or related companies of the Company or for any part of their assets and/or a liquidation petition against the Company and/or subsidiaries and/or related companies of the Company and/or any proceeding for the purpose of a compromise or arrangement with creditors of the Company and/or subsidiaries and/or related companies of the Company.

bb. All matters that were required to be disclosed in a prospectus, including in any draft thereof, that occurred before the date of the prospectus, or in the period beginning on the date of the prospectus and ending at the end of the period for submitting orders and for which disclosure as required by law was not given in the prospectus or in later reports provided by the Company (hereinafter: a "deficient or misleading report"), provided that immediately after the officer became aware of the existence of the deficient or misleading report in the prospectus or in an amendment to the prospectus or in later reports, he provided notice thereof as required by the provisions of any law. For the purpose of this paragraph, "reports" - including periodic reports, immediate reports, financial statements, and any other report that the Company or the officer must provide under any law, and the "Company" - including subsidiaries, on matters related to them.

3. Indemnification Amount

a. The cumulative indemnification amount that the Company will pay to all officers, under the letters of indemnity to be issued to them by the Company under the Indemnification Decision, regarding financial liabilities imposed on them as stated in Section 1.a. above, for one or more of the types of events detailed in Section 2 above, shall not exceed an amount of 25% of the Company's equity according to its latest financial statements as of the date of actual payment of the indemnification, plus amounts received, if...

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that will be received from insurance companies within the framework of directors' and officers' insurance in which the Company has entered and/or will enter from time to time (hereinafter: the "Maximum Indemnity Amount"). It is clarified that the Company's undertaking to indemnify the officers is in addition to and above, and after exhaustion of the right to receive any indemnity amounts for the indemnifiable events from the insurer(s) from whom the Company purchased insurance for the liability of officers.

b. If the total of all amounts for which the officers will be charged in one or more of the indemnifiable matters in relation to monetary liabilities imposed on them as stated in Section 1.a above, plus the total indemnity amounts paid by the Company until that date according to the indemnity letters, exceeds the Maximum Indemnity Amount or the balance of the Maximum Indemnity Amount that exists at that time, the Maximum Indemnity Amount (or its balance as the case may be) shall be divided among the relevant officers in a way that the indemnity amount each will actually receive is calculated based on the ratio between the amount each officer was charged and the total amounts charged to all officers for that matter.

c. The payment of the aforementioned indemnity amount does not prejudice your right to receive insurance benefits for the types of events established in the indemnity letter insured by an insurance company, as you may be entitled to them according to the terms of the directors' and officers' liability insurance policy in the Company.

d. If the amount actually paid to you by the insurance company fully covered the amount of the monetary liability imposed on you, you will not be entitled to additional payment from the Company. If the amount actually paid to you by the insurance company did not fully cover the amount of the monetary liability imposed on you, and you are entitled to indemnity according to the terms of this indemnity letter, the Company will indemnify you for the remaining amount not covered by the insurance company up to the Maximum Indemnity Amount (subject to the provisions of Section 3.a above). It is also clarified that the indemnity will apply to deductible amounts for which you will be charged by the Company and/or charged (as far as you are charged) by virtue of the insurance policy, as will be prepared from time to time. It is emphasized that this irrevocable undertaking for indemnity is not a contract for the benefit of any third party, including any insurer, and no third party shall have a right to demand the Company's participation in a payment to which an insurer is obligated according to an insurance agreement made with it, except for the deductible specified in the policy.

e. As part of its undertaking as mentioned above, the Company will also provide required collateral or guarantees that you may have to provide according to interim court decisions (in a non-criminal proceeding) or an arbitrator (hereinafter: the "Collateral"), including for the purpose of replacing attachments imposed on your assets, provided that the total outstanding collateral, including forfeited collateral, plus amounts you received or will receive under this indemnity letter does not exceed the maximum indemnity amount stated in Section 3.a above.

4. Interim Payments

a. Upon the occurrence of an event for which you may be entitled to indemnity according to the above, the Company will provide you from time to time with the funds necessary to cover expenses and other payments

of any kind involved in handling any legal proceeding conducted against you related to that event, so that you will not be required to finance them yourself, all subject to the conditions and provisions set forth in this indemnity letter. However, if at the time of the actual indemnity, the Company knows of additional events for which it may be liable due to providing indemnity to you (hereinafter: "Other Indemnity Cases") and the total amount the Company may be liable for under this letter and for the other indemnity cases exceeds the Maximum Indemnity Amount, then the Company may withhold that amount which in its opinion will be necessary to fulfill its undertaking toward the other officers as well, and only after the final total amount the Company must pay under this indemnity together with the other indemnity cases is determined, will it pay all or part of the balance, as the case may be.

b. In the event that the Company pays you or on your behalf any amounts within the framework of this indemnity letter in connection with such a legal proceeding and it is later clarified that you are not entitled to indemnity from the Company, the provisions of Section 8 below shall apply to those amounts.

5. Legal Defense

In any case where indemnifiable events apply, i.e., liabilities arising from actions or omissions for the cases and/or events detailed in Section 2 above, the granting of indemnity is subject to the following conditions:

a. You will notify the Company of any legal or administrative proceeding, including arbitration, and/or investigation by a competent authority to conduct an investigation or proceeding, that will be opened against you and any concern or threat that such a legal proceeding will be opened against you for which the indemnity may apply (hereinafter collectively: the "Proceeding"), and this with proper speed after you first become aware of it, and you will transfer to it, or to whomever it notifies, without delay, any document delivered to you in connection with that proceeding.

b. Also, you must keep the Company informed on an ongoing basis regarding events about which there is concern that they will lead to legal action against you.

c. The Company shall be entitled, but not obligated, to take upon itself the handling of said proceeding and/or to transfer the handling to any lawyer the Company chooses for this purpose (except for a lawyer who is not acceptable to you for reasonable reasons, and in such a case, the identity of the handling lawyer and their salary terms shall be determined with the Company's consent, which must be given in advance and in writing).

d. At the Company's request, you will sign any document that authorizes the Company and/or such lawyer to handle your defense in that proceeding on your behalf and to represent you in everything related thereto, in accordance with the above.

e. The Company and/or said lawyer shall be entitled to act within the framework of said handling exclusively and to bring that proceeding to a conclusion, all as they see fit. For the removal of doubt, it is clarified that the Company and/or said lawyer shall not be entitled, within a civil proceeding, to admit on your behalf (whether before a court or within a settlement arrangement) the existence of any events that are not indemnifiable according to this indemnity letter and/or according to the law, except with your consent. However, this does not prevent the Company and/or said lawyer, with the Company's approval, from reaching a financial settlement with a plaintiff in a civil proceeding without your consent, provided that this does not.

admit the existence of any of the events that are not indemnifiable under this letter of indemnity and/or under the law.

f. You must cooperate with the Company and/or any such lawyer in any reasonable way as required by any of them in the framework of their handling of that proceeding, provided that the Company ensures the coverage of all expenses involved so that you will not be required to pay or finance them yourself.

g. The officer will not agree to arbitrate without obtaining the Company's written consent in advance.

h. The Company shall not be obligated to indemnify you as stated for any amount paid by you according to an arbitrator's ruling in an arbitration proceeding or according to the terms of a settlement reached in a claim, demand, or other proceeding, if the Company's consent was not given to the arbitration proceeding or the settlement in advance and in writing.

i. If within 15 days from the day the Company received the indemnity notice as stated above, the Company does not take upon itself the handling of your defense in the said legal proceeding and/or if you object to your representation by the Company's lawyer for reasonable grounds (which you shall put in writing), you shall be entitled to transfer your representation to the lawyer chosen by you, and the provisions of this indemnity letter shall apply to reasonable expenses you incur for the appointment of such a lawyer.

j. If within 14 days of receiving a notice as stated in Section 5.i above, the Company has not taken upon itself the handling of your defense or if you object and/or the Company's legal advisors object to your representation in the circumstances stated in Section 5.i above (and all in a case where the insurance company does not take upon itself the handling of your defense), you shall be entitled to transfer the handling of the defense to a lawyer you choose for yourself and who is acceptable to the Company.

6. Insurance

a. The Company will cause, to the extent the insurance market allows, you to be insured under a directors' and officers' liability policy in one of the leading insurance companies in Israel or abroad, at the Company's discretion and in accordance with the provisions of the law.

b. The aforementioned insurance will provide you with coverage during the entire period of your term as an officer and also after you cease to serve as an officer. The insurance coverage will apply to any act or omission that is customary to insure officers for under insurance terms customary at that time among the leading companies in the economy and within the framework of the law, whether they were done or occurred in Israel or abroad, whether the claim was filed or is conducted in Israel or outside it.

c. The Company undertakes to do its best to maintain, within the group policy, the validity of the insurance at a liability limit of not less than $75 million per case and per insurance period of one year, during your entire term of office and for a period of 7 years from the date of termination of your term, to renew the insurance policies on time and to bear all premium expenses and any other ancillary or related expense.

It is hereby clarified that you must cooperate with the insurance company, provide any information required, and comply with all the provisions of the policy in connection with defending against claims.

7. Non-applicability of the indemnity in cases of indemnity or insurance from a third party

The Company will not be required to pay under this indemnity letter amounts for any event as long as such amounts were actually paid to you or for you or in your place in any way within the framework of directors' and officers' liability insurance in the Company, or within the framework of indemnity granted to you by a subsidiary and/or an affiliated company and/or another company in a business relationship with the Company or toward such a business relationship, for the same event, other than the Company.

For the purpose of the Company's undertaking to indemnify for an action you took or will take by virtue of being an officer and/or employed in a subsidiary of the Company and/or in an affiliated company of the Company and/or in another corporation (hereinafter collectively: the "Indebted Corporation"), the following provisions shall also apply:

a. The Company will not be required to pay under this indemnity letter amounts which you will be entitled to receive and will actually receive from the Indebted Corporation within an insurance policy made by the Indebted Corporation and/or according to an advance undertaking for indemnity or according to a permit for indemnity given by the Indebted Corporation.

b. If your demand for indemnity and/or insurance coverage for an action you took by virtue of your role in the Indebted Corporation and which may be indemnifiable under this indemnity letter is rejected by the Indebted Corporation or the insurance company of the Indebted Corporation, as the case may be, the Company will pay you under this indemnity letter amounts to which you are entitled under this indemnity letter, if you are entitled to these amounts, and you will assign to the Company your rights to receive amounts from the Indebted Corporation and/or under the insurance policy of the Indebted Corporation and authorize the Company to collect these amounts in your name as far as such authorization is required to fulfill the provisions of this section. In this regard, you undertake to sign any document required by the Company for the purpose of assigning your said rights and authorizing the Company to collect the said amounts in your name.

c. For the removal of doubt, it is clarified that nothing in this indemnity letter grants the Indebted Corporation and/or any other third party any rights against the Company, including, but without prejudice to the generality of the foregoing, the right to sue and/or demand any payment from the Company as participation in the indemnity and/or insurance coverage provided to you by the Indebted Corporation for an action you took by virtue of your position in the Indebted Corporation.

8. Return of paid indemnity amounts

In the event that the Company pays you or on your behalf any amounts under this indemnity letter in connection with such a legal proceeding, and it later turns out that you are not entitled to indemnity from the Company for those amounts, these amounts will be considered a loan given to you by the Company, which will bear interest at the minimum rate as determined from time to time by law so that it does not constitute a taxable benefit to the loan recipient, and you must return the aforementioned amounts 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 that the Company determines. The Company

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will issue a written demand to you as stated, within 90 days after the ruling is given in a legal proceeding as mentioned above.

9. Indemnity Period

The Company's obligations under this letter of indemnity shall stand for your benefit and/or for the benefit of your estate without time limit, even after the termination of your employment in the Company and/or your tenure as an officer in the Company and/or in a corporation on its behalf, as the case may be, provided that the actions for which the indemnity is given were performed during your period of employment in the Company and/or in a corporation on its behalf as an officer, regardless of the date of discovery of the event for which you are entitled to indemnity under this letter.

10. General

a. The Company's indemnity obligation towards you as stated in the letter of indemnity shall not apply to any amount for which you are charged or may be liable, which anyone other than the Company actually pays to you or for you or in your place in any way, or for which you are liable to pay as stated, including amounts you will be entitled to under an insurance policy.

It is clarified that after coordination between the Company and you, you will take reasonable steps to collect any such amount, and if it is collected by you after the indemnity is given by the Company – you will return it to the Company. Without derogating from the amounts due, the provisions of Section 4 above shall apply mutatis mutandis.

b. It is hereby clarified that the Company will not indemnify you for a financial liability imposed on you in the cases detailed below:

1.10.b.1. Breach of fiduciary duty except in cases where you acted in good faith and had a reasonable basis to assume that the action would not harm the Company's interest;
1.10.b.2. Breach of duty of care committed intentionally or recklessly, except if committed with negligence only;
1.10.b.3. Action taken with the intent to produce unlawful personal gain;
1.10.b.4. A fine, civil fine, financial sanction, or ransom imposed on you.

c. If required by law, the Compensation Committee and the Board of Directors of the Company, or any committee that replaces them, will discuss the indemnity request and the indemnity rate as stated without you, and will decide whether you are entitled to indemnity and its rate, as long as it does not contradict the law.

d. Without derogating from the provisions of this letter of indemnity, it is clarified that indemnity will be given only for a financial liability that the law permits to indemnify for at the time of indemnity.

e. In the event that an act, decision, approval, or any other additional process is required to give effect to any of the aforementioned obligations, the Company undertakes to cause them to be done and/or obtained, as the case may be, in a manner that will allow it to fulfill its full obligations as stated above, as long as it does not contradict the law.

f. For the avoidance of doubt, it is clarified that this letter of indemnity does not derogate from the Company's right (but it is not obligated) to decide on indemnifying an officer for additional liabilities permitted by law.

g. If the officer received a previous letter of indemnity from the Company, this letter replaces and supersedes it.

h. Should it be determined that any provision of this letter of indemnity is void, invalid, or unenforceable (hereinafter: the "Void Provision"), then the determination regarding the nullity of the provision shall apply only to the Void Provision, and under no circumstances shall the other provisions under this letter of indemnity become void, invalid, or unenforceable, and this letter of indemnity shall continue to be in effect and be executed as if the Void Provision were not a part of this letter of indemnity from the beginning.

i. The Company's obligations under this letter of indemnity shall be interpreted broadly and in a manner intended to fulfill them, as much as permitted by law, for the purpose for which they were intended. In case of a conflict between any provision in this letter of indemnity and a provision of law that cannot be conditioned upon, changed, 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 of indemnity.

j. Nothing in this letter of indemnity prevents the Company from providing the officers of the Company (past, present, or future) with additional letters of indemnity and/or increasing the indemnity amount under this letter, all subject to obtaining all approvals required by law.

Sincerely,

Airport City Ltd

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

Date: ___

Officer's Signature

Appendix B

Proposed Liability Exemption Letter
With Tracked Changes

Ms./Mr. ___

Exemption Letter

Since Section 106 of the Articles of Association of Airport City Ltd (hereinafter: the "Company"), permits it to exempt its officers from liability as detailed below, and following the receipt of the approvals required by law for granting an exemption, in advance, to the officers serving in the Company and those who will serve from time to time, we hereby inform you that as you serve and/or have served and/or may serve as an officer in the Company and/or in its subsidiaries and/or affiliates, the Company confirms and undertakes towards you, subject to the provisions of any law as follows:

Subject to the provisions of Sections 259 and 263 of the Companies Law, 5759-1999 (hereinafter: the "Companies Law"), and any legal provision that replaces them, the Company exempts you in advance from any liability towards it for any damage that may be caused to it starting from the date of this exemption letter, if any, whether directly or indirectly, due to the breach of your duty of care towards it, in your actions in good faith and in your capacity as an officer, as defined below.

The Company's obligations under this exemption letter shall be interpreted broadly and in a manner intended to fulfill them, as much as permitted by law, for the purpose for which they were intended. In case of a conflict between any provision in this exemption letter and a provision of law that cannot be conditioned upon, changed, 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 exemption letter.

The aforementioned exemption from the breach of duty of care shall not apply to a distribution (as this term is defined in the Companies Law), transactions with an interested party, as well as in any "counter-claim" proceeding by the Company against the officer, as a response to a lawsuit by the officer against the Company, except where the lawsuit by the officer is for the protection of labor law rights originating in law and/or in a personal employment agreement between him and the Company.

It is clarified that the exemption shall not apply to a decision or transaction in which the controlling shareholder or any officer in the Company (even an officer other than the one for whom the exemption letter is granted) has a personal interest.

Nothing in this exemption letter shall derogate from what is stated in the letter of indemnity given to you by the Company, as far as it was given.

"Action" or any derivative thereof

For the purpose of this exemption letter - as defined in the Companies Law, including also a decision and/or omission and including all actions taken by you before the date of this exemption letter, during your periods of employment and/or tenure as an officer in the Company and/or during the period of your being an officer (as defined below), employee, or agent of the Company in another corporation.

"Officer"

For the purpose of this exemption letter - whoever serves in the Company, from time to time, as an officer as defined in the Companies Law and/or the Securities Law, 1968, as well as an officer of the Company serving on behalf of the Company in another company, a subsidiary of the Company, an affiliate of the Company, and/or in any other corporation in which the Company holds securities directly and/or indirectly.

Airport City Ltd

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

Date: ___

Officer's Signature

5/28/2026 | 9:48:38 AM | v1.2.5

AI assistant

Airport City Ltd. — Proxy Solicitation & Information Statement 2026

6627_rns_2026-05-28_bb56e4cb-90bf-4156-9be6-cdf765da100e.pdf

Airport City Ltd.

1. Items on the Agenda:

2. Proposed Resolutions on the Agenda:

2.3 Reappointment of Mr. Haim 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, an independent director in the Company, and approval of his compensation terms.

2.5.1

2.5.2

2.6.1 Description of the main points of the Company's engagement in an officer/officers liability insurance policy:

2.6.2

Below is a description of the main terms of the new group insurance policy (hereinafter: the "New Policy"):

2.6.3 Framework transaction

2.6.3.1

2.6.3.2

2.6.3.3

2.6.3.4

2.6.3.5

2.6.3.6

2.6.4 Reasoning of the Compensation Committee and the Board of Directors:

2.6.4.1

2.6.4.2

2.6.4.3

2.9.3 Reasons of the Remuneration Committee and the Board of Directors, see Section 2.8.3 above including the following reasons:

2.9.5 The way the consideration was determined: See Section 2.8.3.7 above.

2.9.7 Name of the controlling shareholder who has a personal interest in approving the Company's engagement with him in a Letter of Indemnification and details of rights granting him control in the Company:

2.9.8 The Board of Directors who participated in the Audit-Remuneration Committee and Board of Directors meeting in connection with this resolution are Mazal Cohen Bahari, Yafit Yehuda and Yaron Afek.

2.10 Approval of granting a Letter of Exemption from liability for officers in the Company who are the controlling shareholders in the Company (indirectly).

3.2 The Required Majority

3.3 The Record Date

3.4 Holdings of the Controlling Shareholder in the Company

3.5 Details regarding the Voting Paper

Appendix A

Proposed Indemnity Letter with Marked Changes

Airport City Ltd.

Re: Indemnity Letter

3. Indemnification Amount

4. Interim Payments

5. Legal Defense

6. Insurance

7. Non-applicability of the indemnity in cases of indemnity or insurance from a third party

8. Return of paid indemnity amounts

9. Indemnity Period

10. General

Appendix B

Exemption Letter

"Action" or any derivative thereof

"Officer"

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Airport City Ltd. Proxy Solicitation & Information Statement 2026