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ARGO Properties N.V.

Regulatory Filings Dec 22, 2025

6651_rns_2025-12-22_c1ec2fee-39b8-4f32-b2b3-2071d56c9813.pdf

Regulatory Filings

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Director Eligibility Declaration

Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law"), the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, regulations 26, 34(b) and 33 of the Companies Regulations (Periodic and Immediate Reports), 1970 and Sections 92(A)(12) and 219(d) of the Companies Law, intended for tenure in ARGO Properties N.V. (hereinafter: "the Company")

Date of appointment: the date of appointment by the general meeting of shareholders

Name of Candidate (Hebrew): _____ירð_ _יðאיל ____

First name Surname

Name in English _Nir____ _Ilani_____

(according to passport) First name Surname

ID No. 038683538

Date of birth: 21.06.76 Nationality: Israeli

My address: Zitomer community 3a Tel Aviv 6940503

Street Town Zip code

Israel

Declarations

  • A. I hereby confirm my consent to serve as a director in the Company.
  • B. Following are details about my education1 , skills and professional experience which are relevant to consider whether I have all the qualifications (including my education and professional experience) to serve as a director in the Company and whether I meet all the conditions and tests for evaluating accounting and financial expertise and/or for evaluating skills and understanding in the Company's primary area of business (hereinafter jointly: "the Professional Requirements"):

My education2: B.A. Economics and Business management (Ben Gurion University)

During the past five years I dealt with the following3:

GM/President Global Savory & Ice Cream Solutions BU, Netherlands (at International Flavors & Fragrances (IFF) Inc.) [2018-September 2021];

CEO – Developing & Emerging Markets. Israel (at Frutarom Ltd.) [2016 to 2018] Prodalim Group - President North Central America [since November 2021 till 1.2.2024 Capsoil food tech - CEO [since November 2021 till 1.2.2024

Klil Group - CEO from 1.5.2024-30.4.2025

Currently: President ICL Growing Solutions since 1.5.2025

1 Indicate all the areas of the director's education, the institution where such education was acquired and the academic degree or professional certificate the director holds. Please specify, insofar that it exists, the education providing the director, at his/her opinion, strong skills and understanding in accountingfinancial matters and financial statements, such that he/she is able to have in-depth understanding of the Company's financial statements and to trigger a discussion as to the way of presenting the financial data.

2 Please indicate all the areas of the director's education, the institution where such education was acquired and the academic degree or professional certificate the director holds.

3 Indicate the position, full name of work place and length of time the director fulfilled in each position.

Other Companies in which I either serve/am serving or served/was serving as a director in the past five years:

Amco SP Z.O.O [Until September 2021]

Bremil S/A Industria de Produtos Alimenticios [Until September 2021]

Frutarom Flavors Mexico S.A. de C.V. [Until September 2021]

Frutarom Kenya Limited [Until September 2021]

Proveedores de Ingeniería Alimentaria, S.A. de C.V. [Until September 2021]

("PIASA")

PTI Group of Companies [Until September 2021]

PTI Group of Companies LLC (GK PTI) [Until September 2021]

Representaciones FYMSA, S.A. de C.V (FYMSA) [Until September 2021]

Tekhnomol Soya Products LLC [Until September 2021]

The Mighty Company Limited [Until September 2021]

* Please attach documents and certificates supporting the statement pursuant to this Section B.

Please find the agreed resignation of mine from all:

"A Director with Accounting and Financial Expertise" is anyone who, due to his/her education, experience and qualification, has strong skills and understanding in businessaccounting matters and financial statements such that he/she is able to have an in-depth understanding of the Company's financial statements and trigger a discussion as to the way of presenting the financial data;

You declare, that due to your education and/or experience and/or qualifications, you believe to have strong skills and understanding in the following matters5:

  • [ ] Accounting matters and accounting audit matters typical of the Company's industry and to companies of the Company's scale and complexity;
  • [x] The auditing accountant's functions and duties;
  • [ ] Preparing financial statements and confirming them pursuant to the Law and the Securities Law, 5728-1968;
  • [ ] None of the above;

And in view of the above, you are eligible, to the best of your understanding, to serve as a director with accounting and financial expertise5:

  • [x] Yes
  • [ ] No
  • C. As a candidate intended to serve as a director in the Company, I declare that due to my education and/or experience and/or qualifications, I believe I have strong skills and indepth understanding in the Company's primary area of business5:

5Please tick all relevant boxes.

  • [x] Yes
  • [ ] No
  • D. I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
    1. I am not incapacitated and I was not declared non-discharged bankrupt
    1. I have the required skills and ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company considering, inter alia, the Company's special needs and size.
    1. My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
    1. I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my conviction of the following offences and considering, inter alia, the circumstances under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision:
    2. a) Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
    3. b) Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
    1. I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision .
    1. No means of enforcement have been imposed on me by The Administrative Enforcement Committee which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed.

For this purpose:

"The Administrative Enforcement Committee" -

The committee appointed pursuant to Section 52FF(A) of the Securities Law.

"Means of Enforcement" - Means of enforcement as stated in Section 52DDD Of the Securities Law, imposed pursuant to Chapter H4 of the Securities Law, pursuant to Chapter G2

of the Controlling of Investment Consultation and Management of Investment Portfolios Law, 5755-1995 or pursuant to Chapter J1 of the Joint Investment Trust Law, 5754-1994, as the case may be.

    1. If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company.
  • E. For the purpose of considering whether you are an independent director, you hereby declare as follows4:
  • [x] I am not a relative of the Company's controlling person.
  • [x] At the time of the appointment or during the preceding two years I, my Relative, spouse, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to anyone holding the controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;

For the purpose of the declaration pursuant to this Section E:

"Connection" — the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director appointed to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and other than serving as a director in a company prior to being classified as an independent director;

"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling person.

Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no business or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any consideration in addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors), 5760-2000, directly or indirectly, due to serving as a director in the Company.

4

<sup>4 Please tick all relevant boxes.

<sup>5 "Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the aforesaid.

I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my appointment or tenure as Independent Director.

  • [x] My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
  • [x] I do not serve as a director in another company in which any of the Company's directors serves as an independent director6 .
  • [x] I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
  • [x] I do not serve as a director in the Company for more nine consecutive years.

For the purpose of the declaration pursuant to this Section E:

The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.

For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.

  • [ ] I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".
  • F. My holdings of Securities of the Company, its Held Company7 , if its activity is material for the Company's activity ,are as follows: None
  • G. I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company8 , if its activity is material for the Company's activity.
  • H. Are you an employee/office holder of the Company, its subsidiary, an affiliate9 thereto or a party of interest of the Company, if so – do provide further details10: No
  • I. Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No

6 Including an External Director.

7 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method.

8 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method.

9"Affiliate" – (A) A company, in which another company – which is not its parent company – has invested an amount that is equal to 25% or more of the other company's equity, whether in shares or in another way, excluding a loan provided in the normal course of business and which is not a shareholders' loan; (B) A Company in which another company – which is not its parent company – holds 25% or more of the nominal value of its issued share capital or the voting power therein, or which is entitled to appoint 25% or more of the number of its directors.

10 If the answer is yes, please provide details regarding the position or positions you fulfill.

J. After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.

In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance with the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.

Date Signature

Director Eligibility Declaration

Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law"), the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, regulations 26, 34(b) and 33 of the Companies Regulations (Periodic and Immediate Reports), 1970 and Sections 92(A)(12) and 219(d) of the Companies Law, intended for tenure in ARGO Properties N.V. (hereinafter: "the Company")

Date of appointment: the date of appointment by the general meeting of shareholders
Name of Candidate (Hebrew):
רון

First name

טירה

Surname
Name in English
(according to passport)
Ron
First name
_Tira
Surname
ID No. 022486153
Date of birth: 27.7.1966 Nationality:Israeli
My address: _85 Medinat Hayehudim St 4
14001
Herzeliya

6
Street Town
Zip code

Declarations

  • A. I hereby confirm my consent to serve as a director in the Company.
  • B. Following are details about my education1 , skills and professional experience which are relevant to consider whether I have all the qualifications (including my education and professional experience) to serve as a director in the Company and whether I meet all the conditions and tests for evaluating accounting and financial expertise and/or for evaluating skills and understanding in the Company's primary area of business (hereinafter jointly: "the Professional Requirements"):

My education2:

LLB degree at the London School of Economics and Political Science

During the past five years I dealt with the following3:

WM Integrated Wealth Management Ltd* – co-founder and board member [Since 2006]

Meshek Energy – Renewable Energies Ltd. – board member [since 2023]

Dalia Energy Companies Ltd.* – board member [Since 2013]

BlueOcean Enterprises Ltd* – co-founder and board member [Since 2017]

Argo Properties NV – chairman of the board [since 2022]

(*) including related companies.

Other Companies in which I either serve/am serving or served/was serving as a director in the past five years:

1 Indicate all the areas of the director's education, the institution where such education was acquired and the academic degree or professional certificate the director holds. Please specify, insofar that it exists, the education providing the director, at his/her opinion, strong skills and understanding in accountingfinancial matters and financial statements, such that he/she is able to have in-depth understanding of the Company's financial statements and to trigger a discussion as to the way of presenting the financial data.

2 Please indicate all the areas of the director's education, the institution where such education was acquired and the academic degree or professional certificate the director holds.

3 Indicate the position, full name of work place and length of time the director fulfilled in each position.

* Please attach documents and certificates supporting the statement pursuant to this

"A Director with Accounting and Financial Expertise" is anyone who, due to his/her education, experience and qualification, has strong skills and understanding in businessaccounting matters and financial statements such that he/she is able to have an in-depth understanding of the Company's financial statements and trigger a discussion as to the way of presenting the financial data;

You declare, that due to your education and/or experience and/or qualifications, you believe to have strong skills and understanding in the following matters5:

  • [ ] Accounting matters and accounting audit matters typical of the Company's industry and to companies of the Company's scale and complexity;
  • [ ] The auditing accountant's functions and duties;
  • [ ] Preparing financial statements and confirming them pursuant to the Law and the Securities Law, 5728-1968;
  • [ +] None of the above;

And in view of the above, you are eligible, to the best of your understanding, to serve as a director with accounting and financial expertise5:

  • [ ] Yes
  • [ + ] No
  • C. As a candidate intended to serve as a director in the Company, I declare that due to my education and/or experience and/or qualifications, I believe I have strong skills and indepth understanding in the Company's primary area of business5:
  • [ + ] Yes
  • [ ] No
  • D. I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
    1. I am not incapacitated and I was not declared non-discharged bankrupt
    1. I have the required skills and ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company considering, inter alia, the Company's special needs and size.
    1. My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
    1. I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my

5Please tick all relevant boxes.

conviction of the following offences and considering, inter alia, the circumstances under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision:

  • a) Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
  • b) Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
    1. I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision .
    1. No means of enforcement have been imposed on me by The Administrative Enforcement Committee which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed.

For this purpose:

"The Administrative Enforcement Committee" -

The committee appointed pursuant to Section 52FF(A) of the Securities Law.

"Means of Enforcement" - Means of enforcement as stated in Section 52DDD Of the Securities Law, imposed pursuant to Chapter H4 of the Securities Law, pursuant to Chapter G2 of the Controlling of Investment Consultation and Management of Investment Portfolios Law, 5755-1995 or pursuant to Chapter J1 of the Joint Investment Trust Law, 5754-1994, as the case may be.

  1. If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company.

  2. E. For the purpose of considering whether you are an independent director, you hereby declare as follows4:

  3. [+ ] I am not a relative5 of the Company's controlling person.
  4. [ ] At the time of the appointment or during the preceding two years I, my Relative, spouse, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to anyone holding the controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;

For the purpose of the declaration pursuant to this Section E:

"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director appointed to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and other than serving as a director in a company prior to being classified as an independent director;

"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling person.

Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no business or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any consideration in addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors), 5760-2000, directly or indirectly, due to serving as a director in the Company.

I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my appointment or tenure as Independent Director.

  • [+ ] My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
  • [+ ] I do not serve as a director in another company in which any of the Company's directors serves as an independent director6 .
  • [ + ] I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
  • [ + ] I do not serve as a director in the Company for more than nine consecutive years.

For the purpose of the declaration pursuant to this Section E:

4 Please tick all relevant boxes.

5 "Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the aforesaid.

6 Including an External Director.

Director Eligibility Declaration

Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law"), the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, regulations 26, 34(b) and 33 of the Companies Regulations (Periodic and Immediate Reports), 1970 and Sections 92(A)(12) and 219(d) of the Companies Law, intended for tenure in ARGO Properties N.V. (hereinafter: "the Company")

Date of appointment: the date of appointment by the general meeting of shareholders
Name of Candidate (Hebrew):
First name

Surname
Name in English
(according to passport)

First name

Surname
ID No.
Date of birth: Nationality:
My address:
Street

Town

Zip code
Declarations
A. I hereby confirm my consent to serve as a director in the Company.
"the Professional Requirements"):
My education2:
relevant to consider whether I have all the qualifications (including my education and
professional experience) to serve as a director in the Company and whether I meet all the
conditions and tests for evaluating accounting and financial expertise and/or for evaluating
skills and understanding in the Company's primary area of business (hereinafter jointly:
During the past five years I dealt with the following3:

the past five years:
Other Companies in which I either serve/am serving or served/was serving as a director in

Section B.
* Please attach documents and certificates supporting the statement pursuant to this

1 Indicate all the areas of the director's education, the institution where such education was acquired and the academic degree or professional certificate the director holds. Please specify, insofar that it exists, the education providing the director, at his/her opinion, strong skills and understanding in accountingfinancial matters and financial statements, such that he/she is able to have in-depth understanding of the Company's financial statements and to trigger a discussion as to the way of presenting the financial data.

Please indicate all the areas of the director's education, the institution where such education was acquired and the academic degree or professional certificate the director holds.

3 Indicate the position, full name of work place and length of time the director fulfilled in each position.

"A Director with Accounting and Financial Expertise" is anyone who, due to his/her education, experience and qualification, has strong skills and understanding in businessaccounting matters and financial statements such that he/she is able to have an in-depth understanding of the Company's financial statements and trigger a discussion as to the way of presenting the financial data;

You declare, that due to your education and/or experience and/or qualifications, you believe to have strong skills and understanding in the following matters5:

[ ] Accounting matters and accounting audit matters typical of the Company's industry

and to companies of the Company's scale and complexity;
[ ] The auditing accountant's functions and duties;
[ ] Preparing financial statements and confirming them pursuant to the Law and the
Securities Law, 5728-1968;
[ ] None of the above;
And in view of the above, you are eligible, to the best of your understanding, to serve as a
director with accounting and financial expertise5:
[ ] Yes
[ ] No
C.
depth understanding in the Company's primary area of business5:
As a candidate intended to serve as a director in the Company, I declare that due to my
education and/or experience and/or qualifications, I believe I have strong skills and in
[ ] Yes
[ ] No
D.
serve as a director in the Company, and I declare that:
I declare that I meet the eligibility requirements provided for by the Companies Law to
1. I am not incapacitated and I was not declared non-discharged bankrupt
2. I have the required skills and ability to dedicate the adequate time for the purpose of
fulfilling my position as a director in the Company considering, inter alia, the
Company's special needs and size.
3. My other positions or occupations will not form a conflict of interests with my position

judgment of which I was convicted was rendered, at the court's decision:

as a director and will not impair my ability to serve as a director.

  1. I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my conviction of the following offences and considering, inter alia, the circumstances under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the date the

5Please tick all relevant boxes.

  • a) Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
  • b) Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
    1. I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision .
    1. No means of enforcement have been imposed on me by The Administrative Enforcement Committee which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed.

For this purpose:

"The Administrative Enforcement Committee" -

The committee appointed pursuant to Section 52FF(A) of the Securities Law.

"Means of Enforcement" - Means of enforcement as stated in Section 52DDD Of the Securities Law, imposed pursuant to Chapter H4 of the Securities Law, pursuant to Chapter G2 of the Controlling of Investment Consultation and Management of Investment Portfolios Law, 5755-1995 or pursuant to Chapter J1 of the Joint Investment Trust Law, 5754-1994, as the case may be.

  1. If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company.

  2. E. For the purpose of considering whether you are an independent director, you hereby declare as follows4:

  3. [ ] I am not a relative5 of the Company's controlling person.
  4. [ ] At the time of the appointment or during the preceding two years I, my Relative, spouse, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to anyone holding the controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;

For the purpose of the declaration pursuant to this Section E:

"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director appointed to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and other than serving as a director in a company prior to being classified as an independent director;

"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling person.

Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no business or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any consideration in addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors), 5760-2000, directly or indirectly, due to serving as a director in the Company.

I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my appointment or tenure as Independent Director.

  • [ ] My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
  • [ ] I do not serve as a director in another company in which any of the Company's directors serves as an independent director6 .
  • [ ] I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
  • [ ] I do not serve as a director in a company for more nine consecutive years.

For the purpose of the declaration pursuant to this Section E:

4 Please tick all relevant boxes.

5 "Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the aforesaid.

6 Including an External Director.

The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.

For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.

  • [ ] I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".
  • F. My holdings of Securities of the Company, its Held Company7 , if its activity is material for the Company's activity ,are as follows: ______________________________

____________________________________________________________________

  • G. I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company8 , if its activity is material for the Company's activity.
  • H. Are you an employee/office holder of the Company, its subsidiary, an affiliate9 thereto or a party of interest of the Company, if so – do provide further details10:

____________________________________________________________________

_________________________________

______________________________________________

I. Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details:

____________________________________________________________________

7 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method.

8 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method.

9"Affiliate" – (A) A company, in which another company – which is not its parent company – has invested an amount that is equal to 25% or more of the other company's equity, whether in shares or in another way, excluding a loan provided in the normal course of business and which is not a shareholders' loan; (B) A Company in which another company – which is not its parent company – holds 25% or more of the nominal value of its issued share capital or the voting power therein, or which is entitled to appoint 25% or more of the number of its directors.

10 If the answer is yes, please provide details regarding the position or positions you fulfill.

J. After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.

In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance with the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.

Date Signature
3.12.25

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