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Alony Hetz

Pre-Annual General Meeting Information Aug 19, 2025

6634_rns_2025-08-19_e595fbcb-d02f-440c-b2ea-9a275d09173f.pdf

Pre-Annual General Meeting Information

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August 19, 2025

To:

Israel Securities Authority Via the MAGNA system

TEL AVIV STOCK EXCHANGE LTD Via the Maya system

http://www.magna.isa.gov.il

www.tase.co.il

Subject: Immediate Report Regarding the Convening of the Company's Annual General Meeting

In accordance with the Companies Law, 1999 (the "Companies Law"), the Securities Regulations (Periodic and Immediate Reports), 1970, the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Adding an Item to the Agenda), 2000, the Companies Regulations (Written Voting and Position Statements), 2005, and the Companies Regulations (Proof of Share Ownership for Voting at the General Meeting), 2000, an immediate report is hereby given regarding the convening of the annual general meeting of the company's shareholders (the "Meeting") which will be held on Tuesday, October 21, 2025, at 14:00, at the company's offices located at its registered address at 2 Jabotinsky St., Amot Atrium Tower (40th floor), Ramat Gan (Phone: 03-7521115) (the "Company's Offices").

Agenda of the Meeting

    1. Discussion of the financial statements and the Board of Directors' report of the company for the year ended December 31, 2024.
    1. Reappointment of Brightman Almagor Zohar & Co. (the company's current auditor) as the company's auditor from the date of this general meeting until the next annual general meeting ("Resolution A") and receipt of a report on the auditor's fees for audit activities and for additional services for 2024.
    1. Reappointment of the directors serving as of the date of this immediate report as directors in the company (the serving external directors will continue their term according to their legal appointment period) - Aviram Wertheim, Nathan Hetz, Ilan Giefman, Roni Patishi-Chillim (independent director), Bat Sheva Moshe (independent director), and Adva Sharvit ("Resolution B").

Summary of the Proposed Resolutions:

  • 1.1. Discussion of the financial statements and the Board of Directors' report of the company for the year ended December 31, 2024.
    • The company's periodic report for 2024, published on March 11, 2025 (which includes the financial statements and the Board of Directors' report for that period) (Reference No.: -2025-01-015923), (hereinafter: "2024 Periodic Report"), can be reviewed on the distribution website of the Israel Securities Authority.

At www.isa.gov.il (hereinafter: the "Distribution Website") and on the website of TEL AVIV STOCK EXCHANGE LTD at www.tase.co.il.

1.2. Reappointment of Brightman Almagor Zohar & Co. (the company's current auditor), as the company's auditor from the date of this general meeting until the next annual general meeting ("Resolution A") and receipt of a report on the auditor's fees for audit activities and for additional services for 2024.

Summary of proposed Resolution A: To reappoint Brightman Almagor Zohar & Co. as the company's auditor from the date of this general meeting until the next annual general meeting.

1.3. Reappointment of the directors serving as of the date of this immediate report as directors in the company (the serving external directors will continue their term according to their legal appointment period): Aviram Wertheim, Nathan Hetz, Ilan Giefman, Roni Patishi-Chillim (independent director), Bat Sheva Moshe (independent director), and Adva Sharvit ("Resolution B").

To the best of the company's knowledge, the details of the directors whose reappointment is proposed are identical to those published under Regulation 26 in the "Additional Details about the Corporation" section of the 2024 Periodic Report, except for the update detailed below, and therefore, reference is made to the 2024 Periodic Report for this matter.

Update:

  • a.) Ms. Roni Patishi is a member of the committee for reviewing the company's financial statements, a managing partner at the Agchimedes Venture Capital Fund, and has ceased to serve on the investment committee of "Naomi Club for Women Investors".
  • b.) Ilan Giefman will cease to serve as an external director at Shikun & Binui Energy as of August 21, 2025.
  • c.) Bat Sheva Moshe serves as a member of the management board of MadaTech Haifa.

Below are data regarding the participation rate of the directors whose reappointment is on the agenda of the meeting in board and committee meetings in the two years preceding this report:

Director
Name
Participation Rate in Meetings Held in the 12
Months Preceding This Immediate Report
Participation Rate in Meetings Held Between 12 and
24 Months Preceding This Immediate Report
Board Audit
Committee
Compensation
Committee
Financial
Statements
Review
Committee
Board Audit
Committee
Compensation
Committee
Financial
Statements
Review
Committee
Aviram
Wertheim
100% - - - 100% - - -
Nathan
Hetz
100% - - - 100% - - -
Ilan
Giefman
100% - - 100% Not
relevant
Roni
Patishi
Chillim
100% 100% 100% 100% 100% 100% 100% 100%
Bat
Sheva
Moshe
100% - - - Not
relevant
Adva
Sharvit
100% - - - 85% - - 100%

2.

Summary of proposed Resolution B: Following the candidates' declarations, according to Section 224B of the Companies Law, to reappoint as directors in the company the directors currently serving on the company's board (except for the external directors who continue their term according to their legal appointment period) – Aviram Wertheim, Nathan Hetz, Ilan Giefman, Roni Patishi-Chillim (independent director), Bat Sheva Moshe (independent director), and Adva Sharvit.

It should be noted that the vote for the appointment of the above candidates as directors in the company will be conducted for each candidate separately.

The candidates' declarations to serve as directors are attached to this immediate report.

Details regarding the terms of office of directors in the company:

It should be noted that the appointed directors are entitled to all the conditions to which directors in the company are entitled, including insurance coverage, indemnification, and exemption from liability, all as customary in the company according to the company's existing compensation policy for the years 2025-2027, as approved by the general meeting on December 31, 2024 (the "Existing Compensation Policy"). For details on the company's existing compensation policy, reference is made to the immediate report for convening a general meeting published by the company on November 19, 2024 (Reference No.: 2024-01- 616686) (hereinafter: the "Meeting Report").

Regarding the insurance coverage, indemnification, and exemption from liability currently granted to the company's directors, reference is made to Section 6.9.1 of the company's prospectus dated April 17, 2024 (published on April 16, 2024, Reference No.: 2024-01- 038131) (hereinafter: the "Company Prospectus") and to Note 19d to the financial statements in the 2024 Periodic Report.³⁰¹

The directors who will be elected and who are not employed by the company/service providers to the company, i.e., all directors to be appointed except for Mr. Nathan Hetz and Aviram Wertheim ³⁰², will be entitled to an annual fee, a participation fee³⁰³, and equity compensation ³⁰⁴. Regarding the compensation for these directors, reference is made to Note 19c to the financial statements in the 2024 Periodic Report.

Part B – Notice of Convening the General Meeting

1. Place,
Date,
Legal
Quorum,
and
Adjourned
Meeting
The
annual
general
meeting
will
convene
on
Tuesday,
October
21,
2025,
at
1.1.
14:00,
at
the
company's
offices,
2
Jabotinsky
St.,
Amot
Atrium
Tower
(40th
floor),
Ramat
Gan
(the
"Meeting").
1.2.
A
legal
quorum
at
the
meeting
will
be
present
when
at
least
two
(2)
shareholders
holding
or
representing
together
at
least
25%
of
the
voting
rights
in
the
company
are
present,
in
person,
by
written
vote,
by
electronic
voting
system
and/or
by
proxies.
If
after
half
an
hour
from
the
scheduled
time
for
the
meeting
the
legal
quorum
is
not
present,
the
meeting
will
be
adjourned
to
the
same
day
the
following
week,
at
the
same
time
and
place
as
the
original
meeting.
If
after
half
an
hour
from
the
scheduled
time
for
the
adjourned
meeting
the
legal
quorum
is
still
not
present,
the
meeting
will
be
held
with
any
number
of
participants.
2. Right
to
Participate
in
Voting
(Record
Date)
and
Voting
Procedure
The
record
date
for
determining
the
eligibility
of
a
shareholder
in
the
2.1.
company
to
vote
at
the
general
meeting,
as
stated
in
Section
182
of
the
Companies
Law,
is
at
the
end
of
the
trading
day
on
Sunday,
September
21,
2025
(the
"Record
Date").
In
accordance
with
the
Companies
Regulations
(Proof
of
Share
Ownership
2.2.
for
Voting
at
the
General
Meeting),
2000,
a
shareholder
whose
share
is
registered
with
a
member
of
TEL
AVIV
STOCK
EXCHANGE
LTD
and
such
share
is
included
among
the
company's
shares
registered
in
the
shareholders
register
in
the
name
of
a
registration
company
and
who
wishes
to
vote
at
the
general
meeting,
shall
provide
the
company
with
a
confirmation
from
the
stock
exchange
member
with
whom
his
right
to
the
share
is
registered,
regarding
his
ownership
of
the
share
on
the
record
date,
in
accordance
with
Form
1
in
the
appendix
to
the
Companies
Regulations
(Proof
of
Share
Ownership
for
Voting
at
the
General
Meeting),
2000,
or
alternatively,
send
the
company
a
confirmation
of
ownership
via
the
electronic
voting
system
(as
defined
in
the
Companies
Regulations
(Written
Voting
and
Position
Statements),
2005)
(the
"Electronic
Voting
System").
A
shareholder
whose
shares
are
registered
with
a
stock
exchange
member
2.3.
is
entitled
to
receive
the
confirmation
of
ownership,
the
text
of
the
voting
form,
and
the
position
statements,
from
the
stock
exchange
member
through
whom
he
holds
his
shares,
at
the
member's
branch
or
by
mail
to
his
address,
for
delivery
fees
only,
if
requested.
Such
a
request
must
be
made
in
advance
for
a

specific securities account. Also, a shareholder whose shares are registered with a stock exchange member may instruct the member that his confirmation of ownership be sent via the electronic voting system.

  • 2.4. Proof of ownership of the share shall be delivered to the company at least four days before the general meeting. Such proof of ownership may be sent by fax, provided that the original is delivered to the company at least half an hour before the start of the general meeting.
    • 2.5. A shareholder in the company is entitled to participate in the meeting and vote in person, or by the second part of the voting form attached to this immediate report, or by a voting form sent to the company via the electronic voting system, or by proxy.
      • 2.6. Proxies for participation and voting at the meeting shall be signed by the shareholder or by an authorized person in writing, and if the appointer is a corporation, it shall be signed in a manner binding the corporation, and delivered to the company at least 48 hours before the meeting, unless the company waives this requirement. The company may require that a written confirmation be provided to its satisfaction regarding the authority of those signing on behalf of the corporation to bind the corporation.

4.

2.7. Written voting regarding the resolutions on the agenda of the meeting may be done using the second part of the voting form attached to this immediate report or via the electronic voting system.

2.8. A shareholder listed in the list of those eligible to vote in the electronic voting system may indicate his vote and send it to the company via the electronic voting system, as determined under Section 44IA4(a) of the Securities Law, 1968 (the "Securities Law"). Voting in the electronic system, as stated, will be possible up to four hours before the meeting, or up to an earlier time determined by the Israel Securities Authority, provided it does not exceed 12 hours before the general meeting (the "System Closing Time"). Electronic voting may be changed or canceled up to the System Closing Time, and cannot be changed via the system after this time.

2.9. Voting by voting form will be valid only if received at the company's offices, together with proof of ownership, where the voting form and proof of ownership are for the same shareholder and the same number of shares, up to four (4) hours before the meeting. For this purpose, the delivery time is the time the voting form, position statements, and proof of ownership reach the company's offices.

Note:

  • The last date for submitting position statements is up to ten days before the meeting, which falls on Sunday, October 12, 2025.
  • The last date for submitting the company's board of directors' response to the position statements is October 16, 2025.

2.10. The address of the distribution website of the Israel Securities Authority (the "Distribution Website") and the website of TEL AVIV STOCK EXCHANGE LTD, where the text of the voting form and position statements as defined in Section 88 of the Companies Law can be found, are:

2.11. A shareholder may contact the company directly and receive from it the text of the voting form and position statements (if any). A stock exchange member will send, free of charge, by email, a link to the text of the voting form and position statements, on the distribution website, to any shareholder not registered in the shareholders register and whose shares are registered with that stock exchange member, no later than the end of the business day following the day of its publication on the distribution website or after the record date, whichever is later, unless the shareholder has notified that he does not wish to receive it, provided the notice was given for a specific securities account and before the record date.

2.12. One or more shareholders holding shares constituting five percent or more of all the voting rights in the company (i.e., as of the date of publication of this immediate report, a shareholder holding at least 10,751,669 shares), is entitled to review the voting forms received by the company, at the company's registered office, in person or through a representative, after the general meeting; a shareholder will indicate his vote for each item on the agenda for which a written vote is possible in the form in the second part of the voting form as stated in Regulation 5(b).

2.13. The stock exchange member will enter into the electronic voting system a list with the details required under Section 44IA4(a)(3) of the Securities Law for each unregistered shareholder holding securities through it on the record date. A stock exchange member will not include in the list of those eligible to vote in the electronic system a shareholder who has notified it by 12:00 noon on the record date that he does not wish to be included in the list of those eligible to vote in the system.

2.14. An unregistered shareholder may, at any time, notify in writing the stock exchange member through whom he holds shares that he does not wish to be included in the list of those eligible to vote in the electronic system; if he does so, the stock exchange member will not transfer information about him according to these regulations, as long as he has not received another notice from him. Such shareholder instructions will be given for the securities account and not for specific securities held in the account.

2.15. A shareholder registered in the shareholders register and wishing to vote in writing will indicate on the form his vote and deliver it to the company or send it by registered mail, together with a copy of his ID card or passport or certificate of incorporation, so that the voting form reaches the company's registered office up to four hours before the general meeting or an earlier time as determined in Section 2.8 above.

  1. The required majority at the meeting (and at the adjourned meeting, if held) for approval of the resolutions on the agenda

  2. 3.1. For the matter detailed in Section 1.1 of Part A above, no resolution is required.

  3. 3.2. The required majority for approval of the resolutions detailed in Sections 1.2 (Resolution A) and 1.3 (Resolution B) of Part A above is a simple majority, i.e., a majority of the votes of the shareholders present at the general meeting, entitled to vote and who voted, without counting abstentions.

  4. The right of a shareholder to request to include an item on the agenda of the general meeting

  5. A request by a shareholder to include an item on the agenda of the meeting must be submitted to the company up to seven days after the meeting is convened, i.e., by Tuesday, August 23, 2025.

  6. If the board of directors finds that an item requested to be included on the agenda as stated above is suitable for discussion at the general meeting, the company will prepare an updated agenda and publish it no later than seven days after the last date for submitting a request, i.e., by Tuesday, September 2, 2025.
    1. Review of documents
    2. This immediate report can be reviewed on the website of the Israel Securities Authority at www.magna.isa.gov.il, on the website of TEL AVIV STOCK EXCHANGE LTD at http://maya.tase.co.il, and at the company's offices during the hours detailed below and by prior arrangement. The proposed resolutions and, subject to any law, documents under Section 185 of the Companies Law, can also be reviewed at the company's offices during regular business hours and by prior arrangement (Phone: 03-7521115).
  7. Company's representative regarding the handling of the immediate report

  8. Adv. Hanan Feldmos, Legal Counsel or Adv. Yifat Lonbraun Chaimovich, Deputy Legal Counsel and Company Secretary.

  9. 2 Jabotinsky St., Amot Atrium Tower, 40th floor, Ramat Gan.
  10. Phone: 03-7521115; Fax: 03-7514730

Respectfully,

Alony Hetz Properties and Investments Ltd.

By Nathan Hetz, CEO and Adv. Hanan Feldmos, Legal Counsel

FOOTNOTE:

³⁰¹ It should be noted that in July 2025, the company purchased a directors and officers insurance policy with coverage of 65 million dollars, for a period of one year starting July 15, 2025, under the same terms as the previous policy.

³⁰² Regarding the management agreement for the chairman of the board, Mr. Aviram Wertheim, reference is made to Note 19b to the 2024 Periodic Report.

³⁰³ As of the date of the report, the annual compensation is NIS 123,700 and the participation fee for a meeting of the board and its committees is NIS 3,700.

³⁰⁴ It should be noted that Mr. Aviram Wertheim is entitled, in his capacity as chairman of the board, to equity compensation which is different in scope from that of the other directors. For details, reference is made to Note 19c(2) to the 2024 Periodic Report.

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