Alony Hetz — Proxy Solicitation & Information Statement 2025

Aug 19, 2025

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Ballot Form – Part One

In accordance with the Companies Regulations (Written Voting and Position Statements), 2005

• 1. Company Name: "ALONY HETZ PROPERTIES & INVESTMENTS LTD." (the "Company").
• 1. Type of Meeting, Date, and Place of the Meeting:
  2. The annual general meeting of the shareholders of the Company (the "Meeting") will be held on Tuesday, October 21, 2025, at 14:00 at the Company's offices, located at its registered address in Amot Atrium Tower, 2 Jabotinsky Street, Ramat Gan (40th floor) (Phone: 03-7521115) (the "Company's Offices").
• 1. Details of the Agenda Item for Which Voting by Ballot is Possible

3.1. 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 and receiving a report on the auditor's fees for audit activities and for additional services for 2024 ("Resolution A").

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.

3.2. Reappointment of 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 appointment period by law):

• Aviram Wertheim
• Nathan Hetz
• Ilan Gifman
• Roni Patishi-Chillim (Independent Director)
• Bat Sheva Moshe (Independent Director)
• Adva Sharbiv ("Resolution B")
• 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 following directors currently serving on the Company's board (excluding the external directors who continue their term according to their appointment period by law) – Aviram Wertheim, Nathan Hetz, Ilan Gifman, Roni Patishi-Chillim (Independent Director), Bat Sheva Moshe (Independent Director), and Adva Sharbiv.
• 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.
• 1. Review of Documents
  2. The full text of the proposed resolutions can be reviewed at the Company's offices during regular business hours and by prior arrangement (Phone: 03-7521115).

• Details (to the best of the Company's knowledge) about the candidates for appointment as directors/alternate directors

• See Sections 1.3 and 1.7 of the immediate report.

• 1. Required Majority for Adopting the Resolutions
  2. Regarding the required majority for adopting the resolutions on the agenda, see Section 3 in Part B of the immediate report.
• 1. Validity of the Ballot Form
  2. The ballot form will be valid only if accompanied by proof of ownership for an unregistered shareholder, or a copy of an identity card, passport, or certificate of incorporation if the shareholder is registered in the Company's books. The aforementioned documents must be provided to the Company up to four hours before the start of the meeting.

8. Address for Submitting Ballot Forms

Ballot forms should be sent to the Company's offices to the attention of the Company Secretary, Adv. Yifat Lonbraun Chaimovich, at: 2 Jabotinsky Street, Amot Atrium Tower (40th floor), Ramat Gan, up to four (4) hours before the time of the general meeting. For this purpose, the "submission time" is the time the ballot form and its accompanying documents arrive at the Company's offices.

9. Position Statements and Board Response

The last date for submitting position statements to the Company by a shareholder is up to ten (10) days before the date of the meeting. The last date for the board to respond to position statements is up to five (5) days before the date of the meeting.

10. Ballot Form on the Internet

A version of the ballot form and any position statements, if any, can be found on the distribution website and on the website of the Tel Aviv Stock Exchange at the following addresses: www.magna.isa.gov.il and http://maya.tase.co.il/

11. Obtaining Proof of Ownership

A shareholder whose shares are registered with a TASE member is entitled to receive proof of ownership from the TASE member through whom he holds his shares, at the branch of the TASE member or by mail to his address for delivery charges only, if requested, and such a request must be made in advance for a specific securities account.

12. Receiving the Ballot Form from the TASE Member

An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the ballot form and position statements on the distribution website, from the TASE member through whom he holds his shares, unless he has notified the TASE member that he does not wish to receive such a link or that he wishes to receive ballot forms by mail for a fee; his notice regarding the ballot forms will also apply to receiving position statements.

13. Review of Ballot Forms

One or more shareholders holding five percent or more of the total 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 ordinary shares), is entitled to review the ballot forms and voting records received by the Company through the electronic voting system, at the Company's registered office, in person or through a representative, after the general meeting.

14. The Ballot Form

A registered shareholder will indicate his vote regarding the agenda item in the second part of this ballot form.

After the publication of the ballot form, there may be changes to the agenda, including the addition of an item to the agenda, position statements may be published, and it will be possible to review the updated agenda and position statements published in the Company's reports on the distribution website.

A shareholder's request 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.

If the board finds that an item requested to be included on the agenda as stated above is suitable to be discussed 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.

15. Cancellation of Ballot Forms

A shareholder may, up to twenty-four (24) hours before the time of the general meeting, contact the Company's registered office, and after proving his identity to the satisfaction of the Company Secretary or another employee appointed for this purpose, withdraw his ballot form and proof of ownership, or cancel his vote; if he does so, the shareholder may vote only during the general meeting.

16. Voting via the Electronic Voting System

An unregistered shareholder may vote via the electronic voting system.

The closing time for the electronic voting system is up to four hours before the start of the general meeting. A shareholder wishing to vote via the electronic voting system must submit the electronic ballot form to the Company no later than this time.

A shareholder will indicate his vote regarding the agenda item that can be voted on via this ballot form in the second part of this ballot form.

Ballot Form – Part Two

Company Name: "ALONY HETZ PROPERTIES & INVESTMENTS LTD."

Company Address (for delivery and mailing of ballot forms): 2 Jabotinsky Street, Amot Atrium Tower (40th floor), Ramat Gan.

Company Number: 52-003850-6

Date of the Meeting: The annual general meeting will be convened at 14:00, on Tuesday, October 21, 2025.

Type of Meeting: Annual general meeting.

Record Date: Sunday, September 21, 2025.

Shareholder Details

Shareholder Name………………………………………
ID Number………………………………………
If the shareholder does not have an Israeli ID –
Passport Number …………………………………………
Country of Issue………………………………………
Valid Until………………………………………
If the shareholder is a corporation –
Registration Number………………………………………
Country of Incorporation………………………………………

Interested Party, Senior Officer, and Institutional Investor

	Are you an Interested ⁴⁰¹ Party in the Company	Are you a Senior ⁴⁰² Officer in the Company	Are you an Institutional ⁴⁰³ Investor
Yes	○	○	○
No	○	○	○

If yes, specify:

Voting Method at the General Meeting:

Regarding approval of a transaction under Sections 255 and 272 to 275 of the Companies Law, where the required majority is not a regular majority, or a compensation policy under Section 267A – are you a controlling shareholder, have a personal interest in the decision, a senior officer, or an institutional investor?

Agenda Item and Number		Voting Method			No
1 - Reappointment of Brightman Almagor Zohar & Co. (the Company's current auditor) as the Company's auditor ("Resolution A")	For	Against	Abstain	Not Relevant
2 - Reappointment of Aviram Wertheim as a director in the Company	For	Against	Abstain	Not Relevant
3 - Reappointment of Nathan Hetz as a director in the Company	For	Against	Abstain	Not Relevant
4 - Reappointment of Ilan Gifman as a director in the Company	For	Against	Abstain	Not Relevant
5 - Reappointment of Roni Patishi-Chillim as an independent director in the Company	For	Against	Abstain	Not Relevant
6 – Reappointment of Bat Sheva Moshe as an independent director in the Company	For	Against	Abstain	Not Relevant
7 - Reappointment of Adva Sharbiv as a director in the Company		Against	Abstain	Not Relevant

4.

Regarding the appointment of an external director (Section 239(b) of the Companies Law) – are you a controlling shareholder, interested party, have a personal interest in the approval of the appointment, a senior officer, or an institutional investor?

If you marked "Yes", specify:

Date ____	Signature	______
--------------------------	-----------	--------------------

• For shareholders holding shares through a TASE member (according to Section 177(1)) this ballot form is valid only with proof of ownership attached.
• For shareholders registered in the Company's shareholder register the ballot form is valid only with a copy of the identity card / passport / certificate of incorporation attached.

FOOTNOTE:

⁴⁰¹ "Interested Party" – as defined in Section 1 of the Securities Law, 1968 (the "Securities Law")

⁴⁰² "Senior Officer" – as defined in Section 37(d) of the Securities Law.

⁴⁰³ "Institutional Investor" – as defined in Regulation 1 of the Supervision of Financial Services (Provident Funds) (Participation of a Management Company in a General Meeting) Regulations, 2009, as well as a mutual fund manager as defined in the Joint Investment Trust Law, 1994.

⁵⁰⁴ Failure to mark will be considered as abstaining from voting on that item.

⁵⁰⁵ A shareholder who does not fill in this column or marks "Yes" without specifying, his vote will not be counted. There is no need to specify a personal interest in the approval of the appointment that does not result from a connection with the controlling shareholder.

⁵⁰⁶ A shareholder who does not fill in this column or marks "Yes" without specifying, his vote will not be counted. There is no need to specify a personal interest in the approval of the appointment that does not result from a connection with the controlling shareholder.