Danya Cebus Ltd. — Proxy Solicitation & Information Statement 2026

Jan 6, 2026

DANYA CEBUS LTD.

Company Number in Registrar: 512569237

To:

• Israel Securities Authority (www.isa.gov.il)
• Tel Aviv Stock Exchange Ltd (www.tase.co.il)

Form Number: T460 ( Public ) Filed in MAGNA: 06/01/2026 Reference: 2026-01-002256

Immediate Report on a Meeting

Regulation 36b (a) & (d), and Regulation 36c of the Securities (Periodic and Immediate Reports) Regulations, 1970

Explanation: If one of the subjects on the meeting agenda is the approval of a transaction with a controlling shareholder, or an approval of an extraordinary proposal, there is no need to report Form T138 concurrently.

Is electronic voting possible via the electronic voting system:

Yes

Note: The selection in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not registered for trading. Use of the voting system will require the corporation to process all votes received in this system.

Link to the voting system where voting is possible: Voting System

Note: Eligible persons entitled to vote in the system will receive the access details from the exchange members.

The Corporation Announces:

Postponement of Meeting

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Note: In case of change in the date of the meeting (postponement or advancement), select either "Postponement of Meeting", "Postponement by Court Order" or "Postponement to an Unknown Date".

Reference number of the last notice on the meeting: 2025-01-101421, scheduled for the date: 07/01/2026

Reason for postponement or cancellation: Other

For negotiating with shareholders among the institutional bodies

Explanation: Reference should be made to the confirmation number of the last notice of convening or postponing the meeting.

1. Type of Security

Share

• Name of eligible security: Danya Cebus
• Security number on the Stock Exchange qualifying its holder to participate in the meeting: 1173137
• Record date for eligibility to participate and vote in the meeting: 26/11/2025

Explanation: If a meeting is required for more than one security, a separate T460 must be reported for each additional security. Reports listing additional security numbers will require sending a correction report.

2. On the date: 06/01/2026

It was decided on Postponement of Meeting

Type: Special Meeting

To be convened on Wednesday, on the date: 14/01/2026 at 14:00

Address: 1G Yoni Netanyahu St., Or Yehuda

3. Agenda:

Topics/Decisions to be raised at the meeting:

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

1. Subject/Decision and Details:

Adoption of an updated remuneration policy for the company's officers

Approval of remuneration policy according to Section 267A(a) of the Companies Law

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Gender: Note: Filling this field is possible only if the decision is to appoint an external director. Not mandatory to specify gender.
Type and ID number: Note: For decisions regarding the tenure of a director, the director's ID is needed.
Is this a transaction between the company and a controlling shareholder as per Sections 275 & 320(f) of the Companies Law? No
Does the transaction include a private offer:
Legal section explanation:
Is disclosure of an affiliation or other trait of the voting shareholder required:
Additional voting system questions:
(If this is a bondholders meeting) Other matter exists: Other matter description:
Request for additional details from holders: No Additional detail description:
Correction of disclosure
Insignificant change or one that only serves to benefit the company compared to the wording detailed in the last report
Removed from the agenda
Topic discussed in previous meeting
Change of topic/add new topic by court order
Change of topic/add new topic to agenda according to Regulation 5b to the Companies Regulations (Notice and Announcement for a General Meeting or Class Meeting in a Public Company and Adding a Topic to the Agenda), 2000

Explanation: After the record date, no changes can be made in the decision except for a change in transaction conditions that benefits the company or an insignificant change. Also, after the record date, no new topics can be added to the agenda except by court order or per Regulation 5b for notice and announcement regulations.

Adding a new topic due to a technical error after the record date, as detailed: _________

The proposal on the agenda is brought to a vote

Type of majority required for approval: Not a regular majority

For approving the topic on the agenda (adoption of an updated remuneration policy for company officers), according to the provisions of Section 267A(b) of the Companies Law, a majority of votes present and participating in the meeting is required, provided that one of the following is met: (1) In the count of majority votes at the general meeting will be included a majority from all shareholders who are neither controlling shareholders nor holders of a personal interest in the approval of the decision, participating in the vote; abstentions of said shareholders will not be counted; or (2) The total number of opposing votes among such shareholders mentioned in subsection (1) does not exceed 2% of the company's voting rights.

Will the percentage of the controlling shareholders' holdings in the company's shares grant the controlling shareholder the required majority to approve the proposal: No

2. Subject/Decision and Details:

Approval of allocation of warrants and update of terms of office and employment of Mr. Ronen Ginzburg, CEO

Transaction with CEO regarding terms of office and employment according to Section 272(g1)(1) of the Companies Law

Gender:
Type and ID number:
Is this a transaction between the company and a controlling shareholder? No
Does the transaction include a private offer:
Legal section explanation:
Is disclosure of an affiliation or other trait of the voting shareholder required:
Additional voting system questions:
(If this is a bondholders meeting) Other matter exists: Other matter description:
Request for additional details from holders: No Additional detail description:
(Other agenda item status checkboxes as above)
The proposal on the agenda is brought to a vote

Type of majority required for approval: Not a regular majority

version. For more information, please review the legal disclaimer.

For approving the topic on the agenda (approval of allocation of warrants and update to the terms of office and employment of Mr. Ronen Ginzburg, CEO), according to Section 272(g1)(1) of the Companies Law, a majority of votes present and participating in the meeting is required, provided that one of the following is met: (1) In the count of majority votes at the general meeting will be included a majority from all shareholders who are neither controlling shareholders nor holders of a personal interest in the approval of the decision, participating in the vote; abstentions of said shareholders will not be counted; or (2) The total number of opposing votes among such shareholders as mentioned in subsection (1) does not exceed 2% of the company's voting rights.

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew

Will the percentage of the controlling shareholders' holdings in the company's shares grant the controlling shareholder the required majority to approve the proposal: No

Attachments

	version. For more information, please review the legal disclaimer.
	Notice of convening meeting attached:
4.1 Attachment of document including the wording of the ballot/proxy statements:
	Ballot wording:
	Proxy statements:
	4.2 Attachment of document including candidate declarations/other accompanying documents:
	Declaration of the director nominee:
	Declaration of independent director:
	Declaration of external director:
	Declaration of appointment of representative to the representative body:
	Amended deed of trust:
	Request for approval of creditors' arrangement under Section 350:

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew

5. Legal quorum for holding the meeting:

A legal quorum for the meeting will be present when shareholders, or their proxies, are present, holding at least 33% of the voting rights, within half an hour from the time set for the meeting's opening.

6. If no legal quorum is present, the postponed meeting will be held on 21/01/2026 at 14:00

Address: 1G Yoni Netanyahu St., Or Yehuda

Other: __________

If there is no legal quorum, the meeting will not take place.

7. Place and times where the full wording of any resolution not detailed above can be viewed:

The full text of the proposed resolutions may be viewed at the company's registered office, 1G Yoni Netanyahu St., Or Yehuda, during regular business hours by prior arrangement by phone 03-5383838.

Meeting ID: 2025-01-089234

Note: The meeting ID is the reference number of the initial report. In the initial reporting, this field remains blank.

Authorized signatories for the corporation:

No.	Name	Position
1	Ronen Ginzburg	CEO
2	Amir Doron	Other (Deputy CEO Finance and Control)

Note: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report filed under these Regulations must be signed by those authorized to sign on behalf of the corporation. Staff position can be found on the Authority's website: Click here

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Short name: Danya Cebus

Address: 1 Yoni Netanyahu St., Or Yehuda, 6025603

Phone: 03-5383838, Fax: 03-6340340

Email: mayas@d-c.co.il

Website: www.danya-cebus.co.il

Electronic reporting officer name: Shay Maya

Role: Company Secretary

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