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Delek Automotive Systems Ltd. — Proxy Solicitation & Information Statement 2026
May 25, 2026
6741_rns_2026-05-25_d18b8003-15cf-48ed-a548-ffcb638ac7d0.pdf
Proxy Solicitation & Information Statement
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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.
| Delek Automotive Systems Ltd. |
|---|
| DELEK AUTOMOTIVE SYSTEMS LTD |
| Number in the Registrar: 520033291 |
| To: Israel Securities Authority |
| --- |
| www.isa.gov.il |
Immediate report on a meeting
Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 1970
Explanation: If one of the items on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report Form T138 in parallel.
Is there a possibility to vote via the electronic voting system: Yes
Note: The option to choose in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will require the corporation to process all votes received in this system.
Link to the voting system website where voting is possible: The voting system
Explanation: Eligible parties entitled to vote in the system will receive their access details to the system from the TASE members.
The corporation announces: Convening a meeting
Note: In the event of a change in the date of the meeting (postponement or advancement), select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".
The reference number of the last notice regarding the meeting is __, which was convened for the date ____
Reason for postponement or cancellation: __ ____
Explanation: Reference should be made to the reference number of the last notice of convening or postponing the meeting.
- Type of security Share
Name of the security conferring entitlement: Delek Rechev ordinary share NIS 1 par value
Security number on the TASE that entitles the holder thereof to participate in the meeting 829010
Record date for entitlement to participate and vote in the meeting: 01/06/2026
Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are indicated will require submission of a corrective report.
- On the date: 24/05/2026
It was decided on Convening a meetingAnnual meeting_____,
to be convened on Monon the date: 29/06/2026 at: 11:00
At the address: The company's offices in Moshav Nir Zvi
- Agenda:
Explanation: Numbering of the items on the agenda will be in accordance with their order of appearance in the meeting notice report if attached as a file.
Items/resolutions to be raised at the meeting:
1
The subject / resolution and its details:
Discussion of the company's financial statements for 2025
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.
Declaration: There is no suitable field for classification
Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: __
Note: Filling in this field is possible only where the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the term of office of a director, the director's identification number must be entered.
Is this a transaction between the company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No
Does the transaction include a private offer
With regard to the manner of filling in this section and the exemption granted to companies from a parallel report of an additional form, see the notice to companies published in this regard at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution Section 60(b) of the Companies Law, 5759-1999
Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of law sections, select the field "Declaration: There is no suitable field for classification" and choose "Yes" transaction with a controlling shareholder.
Only in the case of a BONDS holders' meeting or where this is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant sections of law by virtue of which the resolution is required be explained and detailed.
Does the subject require disclosure of affiliation or another characteristic of the voting shareholder: No
Note: These values may be selected only where "Declaration: There is no suitable field for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
In the case of a BONDS holders' meeting
It was decided on the existence of another matter: __
Details of the other matter
Note: Details of the other matter determine the wording of the declaration to be included in the internet voting system. A question must be drafted so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and to add details where the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under Section 350):
Note: This field determines the wording of the request for additional details to be included in the internet voting system. The voter will have the option to add the details in a free-text field.
☐ Correction of disclosure
☐ Minor change or a change that only benefits the company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by court order
☐ Change of subject / addition of a new subject to the agenda in accordance with Regulation 5b of the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows:
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.
Explanation: After the record date no amendment may be made to the resolution except for an amendment to the terms of the transaction that benefits the company or a minor change. Also, after the record date, new subjects may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations.
The resolution on the agenda is submitted For reporting only
Type of majority required for approval Ordinary majority
Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required to adopt the proposed resolution on the subject? _____
2
The subject / resolution and its details:
Reappointment of the auditing accountant
Declaration: There is no suitable field for classification
Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: _____
Note: Filling in this field is possible only where the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the term of office of a director, the director's identification number must be entered.
Is this a transaction between the company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No
Does the transaction include a private offer
With regard to the manner of filling in this section and the exemption granted to companies from a parallel report of an additional form, see the notice to companies published in this regard at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution Sections 60(b) and 154(b) of the Companies Law, 5759-1999
Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of law sections, select the field "Declaration: There is no suitable field for classification" and choose "Yes" transaction with a controlling shareholder.
Only in the case of a BONDS holders' meeting or where this is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant sections of law by virtue of which the resolution is required be explained and detailed.
Does the subject require disclosure of affiliation or another characteristic of the voting shareholder: No
Note: These values may be selected only where "Declaration: There is no suitable field for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
In the case of a BONDS holders' meeting
It was decided on the existence of another matter: _____
Details of the other matter
Note: Details of the other matter determine the wording of the declaration to be included in the internet voting system. A question must be drafted so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and to add details where the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a
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.
meeting under Section 350):
Note: This field determines the wording of the request for additional details to be included in the internet voting system. The voter will have the option to add the details in a free-text field.
☐ Correction of disclosure
☐ Minor change or a change that only benefits the company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by court order
Change of subject / addition of a new subject to the agenda in accordance with Regulation 5b of the Companies
☐ Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment may be made to the resolution except for an amendment to the terms of the transaction that benefits the company or a minor change. Also, after the record date, new subjects may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations.
The resolution on the agenda is submitted For voting
Type of majority required for approval Ordinary majority __
Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required to adopt the proposed resolution on the subject? No
3
The subject / resolution and its details:
Approval of the grant of letters of exemption and indemnification to Mr. Barak Mashraki
Transaction with a director regarding the terms of his office and employment under Section 273(a) of the Companies Law
Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: __
Note: Filling in this field is possible only where the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the term of office of a director, the director's identification number must be entered.
Is this a transaction between the company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No
Does the transaction include a private offer No
With regard to the manner of filling in this section and the exemption granted to companies from a parallel report of an additional form, see the notice to companies published in this regard at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution
Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of law sections, select the field "Declaration: There is no suitable field for classification" and choose "Yes" transaction with a controlling shareholder.
Only in the case of a BONDS holders' meeting or where this is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant sections of law by virtue of which the resolution is required be explained and detailed.
Does the subject require disclosure of affiliation or another characteristic of the voting shareholder: __
Note: These values may be selected only where "Declaration: There is no suitable field for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
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.
In the case of a BONDS holders' meeting
It was decided on the existence of another matter: __
Details of the other matter
Correction
Note: Details of the other matter determine the wording of the declaration to be included in the internet voting system. A question must be drafted so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and to add details where the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under Section 350):
Note: This field determines the wording of the request for additional details to be included in the internet voting system. The voter will have the option to add the details in a free-text field.
Correction of disclosure
Minor change or a change that only benefits the company compared with the wording of the resolution detailed in the last report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of a new subject to the agenda by court order
Change of subject / addition of a new subject to the agenda in accordance with Regulation 5b of the Companies
Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment may be made to the resolution except for an amendment to the terms of the transaction that benefits the company or a minor change. Also, after the record date, new subjects may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations.
The resolution on the agenda is submitted For voting
Type of majority required for approval Ordinary majority
Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required to adopt the proposed resolution on the subject? No
4
The subject / resolution and its details:
Extension of the term of office of Vered Arbiv as an external director of the company
Appointment / extension of the term of office of an external director as stated in Sections 239(b) or 245 of the Companies Law
Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: Female
Note: Filling in this field is possible only where the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the term of office of a director, the director's identification number must be entered.
Identity card number 058650789
Is this a transaction between the company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No
Does the transaction include a private offer
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.
With regard to the manner of filling in this section and the exemption granted to companies from a parallel report of an additional form, see the notice to companies published in this regard at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution
Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of law sections, select the field "Declaration: There is no suitable field for classification" and choose "Yes" transaction with a controlling shareholder.
Only in the case of a BONDS holders' meeting or where this is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant sections of law by virtue of which the resolution is required be explained and detailed.
Does the subject require disclosure of affiliation or another characteristic of the voting shareholder: __
Note: These values may be selected only where "Declaration: There is no suitable field for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
In the case of a BONDS holders' meeting
It was decided on the existence of another matter: __
Details of the other matter
Note: Details of the other matter determine the wording of the declaration to be included in the internet voting system. A question must be drafted so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and to add details where the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under Section 350):
Note: This field determines the wording of the request for additional details to be included in the internet voting system. The voter will have the option to add the details in a free-text field.
Correction of disclosure
Minor change or a change that only benefits the company compared with the wording of the resolution detailed in the last report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of a new subject to the agenda by court order
Change of subject / addition of a new subject to the agenda in accordance with Regulation 5b of the Companies
Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment may be made to the resolution except for an amendment to the terms of the transaction that benefits the company or a minor change. Also, after the record date, new subjects may not be added to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations.
The resolution on the agenda is submitted For voting
Type of majority required for approval Not an ordinary majority
The majority required for approval of Resolution No. 3 on the agenda is, in accordance with Sections 239(b) and 245(a1)(2) of the Companies Law, a majority of the shareholders entitled to participate in the vote, present at the meeting in person or by proxy, provided that one of the following is met: A. In counting the votes of the majority at the general meeting, the majority shall include a majority of all votes of the shareholders who are not controlling shareholders of the company or parties with a personal interest in approving the appointment, excluding a personal interest that is not the result of their ties with the controlling shareholder, participating in the vote. In counting all the votes of the said shareholders, abstentions shall not be taken into account. A person who has a personal interest shall be subject to the
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.
provisions of Section 276 of the Companies Law, with the necessary changes; B. The total opposing votes from among the shareholders referred to in subsection A above did not exceed two percent of all the voting rights in the company
Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required to adopt the proposed resolution on the subject? No
Attachment of the meeting notice report: 2505.pdf
4. Attachments
4.1 Attachment of a file including the wording of the voting instrument / position statements: 250526.pdf
YesWording of the voting instrument
NoPosition statements
Explanation: If a voting instrument and/or position statement are attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Written Voting and Position Statements), 2005. The company must consolidate all position statements (as defined in Section 88 of the Companies Law) in a single file, which shall indicate the date of publication of the statement, from whom it was received, and a reference to the relevant page in the consolidated file.
4.2 Attachment of a file including candidates' declarations / other accompanying documents: 25052026.pdf
NoDeclaration of the candidate to serve as a director in the corporation
NoDeclaration of an independent director
YesDeclaration of an external director
Declaration of appointment of a representative to a trusteeship
Amended trust deed
Application for approval of a creditors arrangement under Section 350
Other
- The legal quorum for holding the meeting:
Presence of a participant or participants who are owners or proxies under a power of attorney of at least 40% of the company's issued shares.
- ☐ In the absence of a legal quorum, the adjourned meeting will be held on 06/07/2026, at 11:00,
At the address: The company's offices in Nir Zvi.
☐ In the absence of a legal quorum, the meeting will not be held.
- The place and times where every proposed resolution whose wording was not fully set out in the agenda above may be reviewed
At the company's offices in Nir Zvi, subject to any law, during regular business hours, by prior arrangement (by telephone 08-9139808) and up until the date of convening the general meeting.
Meeting identifier:
Note: The meeting identifier is the reference number of the initial report. In the initial report on the meeting this field remains blank.
Details of the signatories authorized to sign on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Assaf Bartfeld | Chairman of the Board of Directors |
| 2 | Yair Zecer | Chief Financial Officer |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted pursuant to these Regulations shall be signed by the persons authorized to sign on behalf of the corporation. Staff's position on the subject can be found on the Authority's website: click here.
Reference numbers of previous documents on the subject (the reference does not constitute incorporation by reference):
The corporation's securities are listed for trading on the Tel Aviv Stock Exchange
Form structure update date:
09/12/2025
Short name: Delek Rechev
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.
Address: P.O.B.200, Moshav Nir Zvi72905 Telephone: 08-9139804, 08-9139864Fax: 08-9139991
E-mail: [email protected]
Previous names of the reporting entity: Gal Industries Weissfiler Ltd.
Name of electronic reporter: Porat Oded MeirHis position: Legal Counsel and Company SecretaryName of employer company:
Address: P.O.B.200, Nir Zvi7290500Telephone: 08-9139804Fax: 08-9139996E-mail: [email protected]