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Azrieli Group

AGM Information • Aug 7, 2025

6675_rns_2025-08-07_25b1bc81-547a-46b2-961a-2ba6434d5369.pdf

AGM Information

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AZRIELI GROUP LTD

AZRIELI GROUP LTD

Registration Number: 510960719

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T049 (Public) Transmitted via MAGNA: 07/08/2025 Israel Securities Authority: www.isa.gov.il Tel Aviv Stock Exchange: www.tase.co.il Reference: 2025-01-058877

Immediate Report on Meeting Results

Regulation 36D of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001 Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company), 2000

Explanation: This form is used to report all types of meetings. Clarification: This form must be filled for each type of security for which a notice of meeting (T-460) was published.

1. Meeting Identifier: 2025-01-047742

Security number on the stock exchange entitling the holder to participate in the meeting: 1119478

Name on the stock exchange of the entitled security: AZRIELI GROUP LTD

  1. At the meeting, a special meeting convened on 07/08/2025, for which a notice was published in form with reference 2025-01-047742, the following topics and decisions were on the agenda:

Explanation: The topics must be listed in the order they appear in the last T460 form published in connection with the said meeting.

No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
1 1 Summary
of
the
topic:
Approval
of
the
extension
of
the
terms
of
the
existing
management
agreement
between
the
company
and
a
company
controlled
by
the
active
chairwoman
of
the
board,
Ms.
Danna
Azrieli,
effective
from
August
11,
2025,
as
detailed
in
Part
C
of
the
meeting
notice
report.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Declaration:
No
suitable
field
classification
for
Is
this
a
transaction
with
a
controlling
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
shareholder:
Yes
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
office
Terms
of
and
employment
of
a
controlling
shareholder		 To
approve
the
extension
of
the
existing
management
agreement
between
the
company
and
a
company
controlled
by
the
active
chairwoman
of
the
board,
Ms.
Danna
Azrieli,
effective
from
August
11,
2025,
all
as
detailed
in
Part
B
of
the
meeting
notice
report.		 Approve
2 2 Summary
of
the
topic:
Approval
of
the
extension
of
the
term
of
Mr.
Yosef
Shachak
as
an
external
director
in
the
company
for
a
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
third
term
of
three
years.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment/extension
of
term
of
an
external
director
as
per
sections
239(b)
or
245
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
appoint
Mr.
Yosef
Shachak
as
an
external
director
in
the
company
for
an
additional
(third)
term
of
three
years,
starting
August
23,
2025.		 Approve
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
3 3 Summary
of
the
topic:
Approval
of
the
extension
of
the
term
of
Ms.
Varda
Levy
as
an
external
director
in
the
company
for
a
third
term
of
three
years.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment/extension
of
term
of
an
external
director
as
per
sections
239(b)
or
245
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
Type
of
transaction
/
subject
for
voting:
___		 To
appoint
Ms.
Varda
Levy
as
an
external
director
in
the
company
for
an
additional
(second)
term
of
three
years,
starting
August
23,
2025.		 Approve
4 4 Summary
of
the
topic:
Approval
of
the
reappointment
of
Ms.
Danna
Azrieli
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Ms.
Danna
Azrieli
as
a
director
in
the
company
for
an
additional
term.		 Approve
5 5 Summary
of
the
topic:
Approval
of
the
reappointment
of
Ms.
Sharon
Azrieli
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Ms.
Sharon
Azrieli
as
a
director
in
the
company
for
an
additional
term.		 Approve
6 6 Summary
of
the
topic:
Approval
of
the
reappointment
of
Ms.
Naomi
Azrieli
as
a
director
in
the
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Ms.
Naomi
Azrieli
as
a		 Approve
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
director
in
the
company
for
an
additional
term.
7 7 Summary
of
the
topic:
Approval
of
the
reappointment
of
Mr.
Menahem
Einan
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Mr.
Menahem
Einan
as
a
director
in
the
company
for
an
additional
term.		 Approve
8 8 Summary
of
the
topic:
Approval
of
the
reappointment
of
Mr.
Dan
Yitzhak
Gillerman
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Mr.
Dan
Yitzhak
Gillerman
as
a
director
in
the
company
for
an
additional
term.		 Approve
9 9 Summary
of
the
topic:
Approval
of
the
reappointment
of
Dr.
Ariel
Kor
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Dr.
Ariel
Kor
as
a
director
in
the
company
for
an
additional
term.		 Approve
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
10 10 Summary
of
the
topic:
Approval
of
the
reappointment
of
Ms.
Irit
Sekler-Philosoph
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Ms.
Irit
Sekler
Philosoph
as
a
director
in
the
company
for
an
additional
term.		 Approve
11 11 Summary
of
the
topic:
Approval
of
the
reappointment
of
Mr.
Nehemiah
(Hemi)
Yaakov
Peres
as
a
director
in
the
company
for
an
additional
term
until
the
end
of
the
next
annual
general
meeting
of
the
company's
shareholders.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
Mr.
Nehemiah
(Hemi)
Yaakov
Peres
as
a
director
in
the
company
for
an
additional
term.		 Approve
12 12 Summary
of
the
topic:
Approval
of
the
reappointment
of
the
firm
accounting
Deloitte
Brightman,
Almagor,
Zohar
&
Co.
as
the
company's
auditor
until
the
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
end
of
the
next
annual
general
meeting
of
the
company.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Declaration:
No
suitable
field
classification
for
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
reappointment
of
the
firm
accounting
Deloitte
Brightman,
Almagor,
Zohar
&
Co.
as
the
company's
auditor
until
the
end
of
the
next		 Approve
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
annual
general
meeting
of
the
company.
13 13 Summary
of
the
topic:
Discussion
of
the
audited
financial
statements
and
the
board
of
directors'
report
on
the
company's
affairs
for
the
year
ended
December
31,
2024.
Type
of
majority
required
for
approval:
___
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Declaration:
No
suitable
field
classification
for
Is
this
a
transaction
with
a
controlling
shareholder:
No
A
transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
No. Agenda
Number
(per
T460)		 Details
on
the
Topic		 Summary
of
the
Decision		 The
Meeting
Decided
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 Discussion
of
the
audited
financial
statements
and
the
board
of
directors'
report
on
the
company's
affairs
for
the
year
ended
December
31,
2024.		 For
reporting
only

Details of votes on decisions where the required majority is not a regular majority:

(Here follows detailed voting tables and explanations, which can be translated as needed.)

  1. Details of institutional, interested, or senior officeholder voters at the meeting: File in TXT format: [49_2025.txt]

Note: For further information, use the "Vote Results Processing" tool available on the Israel Securities Authority website. The responsibility for the accuracy and completeness of the details according to the law lies solely with the reporting corporation.

  1. This report is submitted following the report(s) detailed below:
Report Publication
Date		 Reference
Number
_ _ _

Details of authorized signatories on behalf of the corporation:

No. Name
of
Signatory		 Position
1 Adv.
Nirit
Ze'evi		 Other:
Deputy
CEO,
Legal
Advisor,
and
Company
Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website.

Previous names of the reporting entity:

Electronic reporter's name: Ze'evi Nirit Position: Deputy CEO and Legal Advisor Employer company name:

Address: Azrieli Center 1, Tel Aviv 67021 Phone: 03-6081383 Fax: 03-6081717 Email: [email protected]

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange Short name: AZRIELI GROUP LTD

Address: Azrieli Center 1, Tel Aviv 67021 Phone: 03-6081400, 03-6081300 Fax: 03-6081380 Email: [email protected] Company website: www.azrieligroup.com

Form structure update date: 06/08/2024

End of document

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