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Delta Galil Industries Ltd. ("The Company")

Shelf Prospectus

By virtue of this shelf prospectus, the Company will be able to issue various types of securities, in accordance with the provisions of the law: ordinary shares of the Company, preferred shares¹, BONDS that are not convertible, BONDS convertible into shares, warrants exercisable into shares of the Company, warrants exercisable into BONDS, warrants exercisable into BONDS convertible into shares and commercial papers, all whether by way of new series or by way of expansion of existing series, as the case may be (all of these will be referred to together hereafter as: "the securities included in the prospectus" or "the offered securities").

The offering of the securities included in the prospectus will be carried out in accordance with the provisions of Section 23A(f) of the Securities Law, 1968, by means of shelf offering reports, in which all specific details for that offer will be completed, including the composition of the offered units and other conditions of the offered securities and the manner of their offering, in accordance with the provisions of any law and in accordance with the TASE Regulations and instructions of the Tel Aviv Stock Exchange Ltd. and the positions of the staff of the Israel Securities Authority, as they may be at that time.

The Company's activity involves the following risk factors, which may have a major impact on its activity: price increases for finished product purchases from manufacturers in the Far East, exchange rate fluctuations, free trade agreements, economic situation in target markets, security and political situation, health emergencies, competition, seasonality, changes in fashion preferences, online site commerce, cyber risks, changes in raw material costs and transport prices, regulatory developments, dependence on major customers, completion of integration and operational processes with subsidiaries, direct engagement of retailers with manufacturers in the Far East and decrease in the market share of the Company's customers. For further details regarding the Company's risk factors, see Section 66 of Part A of the Periodic report of the Company for the year 2025, as published on February 17, 2026 (Reference No.: 2026-01-015682), which is incorporated herein by way of reference (hereinafter: "the 2025 Periodic report").

The BONDS (Series 1) and (Series 6) of the Company are traded on the Tel Aviv Stock Exchange Ltd. and are not secured by any charge.

As of the date of this prospectus, the BONDS (Series 1) and (Series 6) of the Company are rated by Midroog Ltd. at a rating of Aa3 with a stable outlook, and by S&P Global Ratings Maalot Ltd. at a rating of ilAA- with a stable outlook. For details, see the Company's immediate reports dated February 2, 2026 (Reference No.: 2026-01-011853) and April 23, 2026 (Reference No.: 2026-15-037699), respectively, which are included in this shelf prospectus by way of reference.

For details regarding restrictions on dividend distribution in the Company, see Note 11 to the financial statements of the Company as of December 31, 2025, attached as Part C to the 2025 Periodic report.

The full text of the prospectus can be viewed on the Israel Securities Authority's website at www.magna.isa.gov.il and on the TASE website at www.tase.co.il.

Prospectus Date: May 20, 2026

¹ The issuance of preferred shares as stated will be carried out subject to compliance with the conditions set forth in the TASE Regulations and the guidelines thereunder and the provisions of the law.

Chapter 1 - Introduction

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- 1.1 Definitions A-1
- 1.2 General A-1
- 1.3 Permits and Approvals A-1
- 1.4 Share Capital, Funds and Surpluses A-2
- 1.5 Composition of Equity of the Company as of December 31, 2025 A-2
- 1.6 BONDS of the Company Outstanding A-2

Chapter 2 - Securities Offer Details

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Chapter 3 - Company Capital and its Holders

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- 3.1 Company Capital C-1
- 3.2 Control of the Company C-1
- 3.3 Equity Compensation Plan for Employees and Officers of the Company C-2

Chapter 4 - Rights Attached to the Company's Shares

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Chapter 5 - Issuance Proceeds and their Purpose

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Chapter 6 - Description of Company's Business

F-G-1
- 6.1 General F-1
- 6.2 Material changes and innovations relative to information appearing in the 2025 Periodic report F-1
- 6.3 Board of Directors' Report on the State of the Company's Affairs F-1
- 6.4 General description of subsidiaries and affiliates F-1
- 6.5 Holders in subsidiaries and affiliates F-1
- 6.6 Profits, interest income and dividends from subsidiaries and affiliates for each of the years 2024 and 2025 (in thousands of dollars): F-2
- 6.7 List of investments in subsidiaries and affiliates F-2

Chapter 7 - Company Management

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- 7.1 Board of Directors of the Company G-1
- 7.2 Senior officers of the Company (who are not directors) G-1
- 7.3 Provisions of the Articles of Association of the Company relating to the Board of Directors G-1
- 7.4 Independent authorized signatories G-1
- 7.5 Additional details G-1

Chapter 8 - Interested Parties in the Company

H-1
- 8.1 Compensation to interested parties and senior officers H-1
- 8.2 Details of compensation after the date of the 2025 financial statements until the date of this shelf prospectus H-1
- 8.3 Transactions with controlling shareholders H-1
- 8.4 Securities of the Company, subsidiaries and affiliates H-1

Chapter 9 - Financial Statements

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- 9.1 Financial Statements I-1
- 9.2 Report on effectiveness of internal control I-1
- 9.3 Auditor's consent letter I-1

9.4 Events Report I-1

Chapter 10 - Additional Details J-1

10.1 Legal Opinion J-1
10.2 Allocation of securities not for full cash consideration J-2
10.3 Commission fees regarding other securities J-2
10.4 Document inspection J-2

Chapter 11 - Signatures K-1

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Chapter 1 - Introduction

1.1 Definitions

For convenience, in this shelf prospectus (hereinafter: "the Shelf Prospectus" or "the Prospectus"), the following abbreviations shall have the meanings recorded alongside them:

"The Exchange"

Tel Aviv Stock Exchange Ltd.

"Shelf Offering Report"

A shelf offering report which will be submitted in accordance with the Securities Law, 1968, and the Securities Regulations (Shelf Offering of Securities), 2005.

"The 2025 Periodic report"

The Periodic report of the Company for the year 2025, as published on February 17, 2026 (Reference No.: 2026-01-015682), which is incorporated in this shelf prospectus by way of reference.

"The 2024 Periodic report"

The Periodic report for the year 2024 as published on February 11, 2025 (Reference No.: 2025-01-010175), which is incorporated in this shelf prospectus by way of reference.

"The Company" or "Delta"

Delta Galil Industries Ltd.

"Companies Law"

The Companies Law, 1999

"Securities Law"

The Securities Law, 1968

"Reporting Regulations"

Securities Regulations (Periodic and Immediate Reports), 1970

"Shelf Offering Regulations"

Securities Regulations (Shelf Offering of Securities), 2005

"Prospectus Details Regulations"

Securities Regulations (Prospectus Details and Draft Prospectus - Structure and Form), 1961.

"The Articles" or "Company Articles"

The Articles of Association of the Company, as published by the Company on January 2, 2017 (Reference No.: 2017-01-000979), which is attached as Appendix A to this shelf prospectus.

1.2 General

The Company was incorporated in Israel in 1975 as a private company under the Companies Ordinance. In 1982, the Company issued its shares on the Tel Aviv Stock Exchange Ltd. and became a public company.

1.3 Permits and Approvals

1.3.1. The Company has received all permits, approvals, and licenses required by any law for the offering of securities under the shelf prospectus, for their issuance, and for the publication of the shelf prospectus. This prospectus is a shelf prospectus as defined in Section 23A of the Securities Law, and the public offering of securities by virtue of it will be carried out according to shelf offering reports which will be submitted in accordance with the Securities Law and shelf offering regulations and in which the specific details for that offering will be completed (hereinafter: "Shelf Offering Report").

The permission from the Securities Authority to publish the shelf prospectus does not constitute verification of the details presented in it or approval of their reliability or completeness, and does not constitute an expression of opinion on the quality of the securities that will be offered under the shelf prospectus via a shelf offering report.

1.3.2. The TASE has given its preliminary approval for the listing for trading of ordinary shares, nonconvertible BONDS, BONDS convertible into Company shares (including by way of expansion of existing series of the Company's BONDS, as they may be from time to time), warrants exercisable into shares of the Company, warrants exercisable into BONDS of the Company, warrants exercisable into

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BONDS of the Company convertible into shares of the Company, commercial papers and any other security that by law may be issued by virtue of the shelf prospectus at the relevant date, included in the shelf prospectus and which will be offered, to the extent offered, according to shelf offering reports (hereinafter: "the preliminary approval").

The preliminary approval of the TASE should not be seen as an approval for the details presented in the shelf prospectus, for their reliability or completeness, and does not constitute an expression of opinion on the Company or the quality of the securities that will be offered according to the prospectus via a shelf offering report, or on the price at which they will be offered.

1.3.3. The granting of preliminary approval does not constitute approval for the listing for trading of the securities that will be offered under the shelf prospectus, and the listing for trading of each of the securities that will be offered as stated will be subject to receiving TASE approval for the listing of securities for trading according to a shelf offering report to be submitted in accordance with the Securities Law and shelf offering regulations.

The granting of preliminary approval by the TASE does not constitute an obligation to grant approval for the listing for trading of securities that will be offered according to a shelf offering report. On the approval of an application for listing of securities for trading according to a shelf offering report, the provisions of the TASE Regulations and the instructions thereunder shall apply, as they will be in effect at the time of submission of the application for listing securities for trading as stated.

1.4 Share Capital, Funds and Surpluses

All shares of the Company are ordinary shares, registered in name, with 1 NIS par value each of the Company $^3$ . As of May 18, 2026, the share capital of the Company is as follows:

Share Type	Registered Capital	Issued and Paid-up Capital (in NIS par value)4	Fully Diluted Share Capital5
Ordinary shares registered in name of 1 NIS par value each	45,000,000	26,231,473	27,822,316

1.5 Composition of Equity of the Company as of December 31, 2025

The composition of the Company's equity as of December 31, 2025, is as follows (in thousands of dollars):

Share capital	23,714
Share premium	123,184
Other capital funds	56,352
Retained earnings	678,210
Treasury shares	(8,848)
Total	872,612
Non-controlling interests	30,987
Total Equity	903,599

1.6 BONDS of the Company Outstanding

As of the date of the Prospectus, the Company has two (2) series of BONDS (Series 1) and (Series 6), traded on the exchange. For details according to Regulation 10(b)(13) of the Reporting Regulations regarding the BONDS (Series 1) and (Series 6) in circulation, see Section 8 of the report.

Subject to the provisions of Section 46B of the Securities Law, there shall be only one type of shares in the Company's capital granting equal voting rights relative to their par value. All shares in the offered capital will be fully paid up and all offered securities will be registered in the Company's register of shareholders in the name of a registration company, in accordance with the TASE Regulations.
The issued and paid-up capital does not include 691,996 treasury shares of the Company. The issued and paid-up capital in NIS par value including treasury shares is 26,923,469.
The figure is based on the assumption of exercise of all non-marketable warrants and all restricted share units (RSUs) that the Company allocated including those allocated to the trustee. For details on warrants and restricted share units granted under an incentive plan for Company employees and service providers, see Note 14 to the Company's financial statements for the year 2025, included in the 2025 Periodic report, which is incorporated by reference into this shelf prospectus.

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The Board of Directors on the state of the company's affairs as of December 31, 2025, and Note 11 to the company's financial statements as of December 31, 2025, included in the Periodic report for 2025, which is included in the shelf prospectus by way of reference.

As of the date of the prospectus, to the best of the company's knowledge, the company complies with all conditions and obligations under the trust deeds of the BONDS (Series 1) and (Series 6).

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Chapter 2 - Details of the Securities

Under this shelf prospectus, the following may be offered to the public according to a shelf offering report: ordinary shares of the company, preferred shares⁶, non-convertible BONDS, BONDS convertible into shares, warrants exercisable into the company's shares, warrants exercisable into BONDS, warrants exercisable into BONDS convertible into shares, and commercial papers, whether by way of new series or by way of expansion of existing series, as applicable (all these together will be referred to below as: "securities included in the prospectus" or "offered securities")

The offering of the securities included in the prospectus will be made in accordance with the provisions of Section 23A(f) of the Securities Law through shelf offering reports in which all details specific to that offering will be completed, including the composition of the units offered and other terms of the offered securities and the manner of their offering, in accordance with the provisions of any law and in accordance with the TASE Regulations and guidelines and the positions of the Securities Authority staff, as they will be at that time.

⁶ The issuance of preferred shares as stated will be carried out subject to meeting the conditions set forth in the TASE Regulations and the guidelines thereunder and the provisions of the law.

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Chapter 3 - Company Capital and Holders Thereof

3.1. Company Capital

3.1.1. Registered and Issued Share Capital of the Company

The registered and issued share capital of the company as of the date of the prospectus is as follows:

Share Type	Registered Share Capital in NIS par value	Issued and Paid-up Capital in NIS par value(*)
Ordinary shares of 1 NIS par value each	45,000,000	26,923,469

(*) As of close to the date of the prospectus, this total includes 691,996 treasury shares held by the company.

3.1.2. Changes in the registered capital of the company in the three years preceding the date of the prospectus

In the three years preceding the date of the prospectus, no changes occurred in the company's registered capital. $^6$

3.1.3. Changes in the issued and paid-up capital of the company in the three years preceding the date of the prospectus

In the three years preceding the date of the prospectus, no changes occurred in the company's issued and paid-up capital, except for a decrease in the balance of treasury shares due to the exercise of warrants and restricted share units by company employees.

3.1.4. Interested parties holding company securities

For details regarding the company's securities held by interested parties in the company close to the date of the prospectus, see section 8.4 of the prospectus.

3.1.5. Below are details of the highest and lowest closing price (dividend-adjusted) of the company's share on the TASE from January 1, 2024, until close to the date of this shelf prospectus (data in

	2026(2)		2025		2024
	Price	Date	Price	Date	Price	Date
Highest Price	18,490	6.5.2026	20,573.02	11.2.2025	20,602.29	12.12.2024
Lowest Price	14,670	12.3.2026	16,056.68	3.4.2025	14,682.48	19.6.2024

(1) Data taken from the TASE website, www.tase.co.il, and accounts for any dividend distribution or bonus shares, split, capital consolidation, or rights offering, to the extent such were carried out by the company. If the high/low share price was identical over several days, the latest date among them is indicated.
(2) Until May 18, 2026.

3.2. Control of the Company

The controlling shareholders of the company are Mr. Isaac Dabah and his wife, Ms. Ivette Dabah, who as of the report date hold 13,017,082 shares of the company, which constitute approximately $49.62\%$ of the issued and paid-up capital of the company (hereinafter: "

$^6$ On July 23, 2024, the general meeting of the company's shareholders approved, following the company's examination of the possibility of an initial public offering in the USA of the company's shares and registration of the company's ordinary shares for trading on a stock exchange in the USA, as follows: a split of the company's ordinary shares in a range between 1:1 and 10:1 and a redistribution of the company's capital so that its shares will have no par value and authorizing the company's board of directors for a period of 24 months from the date of approval of the general meeting of the company's shareholders, to determine whether such a split will be performed and in the case of a split to determine the split ratio within the approved range, and subject to the decision of the company's board of directors, to split the company's shares and determine the split ratio within the approved range also: (i) to cause the par value of the company's ordinary shares to be canceled so that they will be without par value and (ii) to amend the company's articles of association so that they reflect the split of its ordinary shares and the cancellation of the par value of the company's shares. It is clarified that as of this date, the company's board of directors has not yet made a decision regarding the split of the company's share capital and therefore, the registered capital of the company remains unchanged. For further details, see the report convening a shareholders' meeting dated June 10, 2024, as amended on July 8, 2024 (Reference No.: 2024-01-071449) as well as an immediate report regarding the results of the general meeting dated July 24, 2024 (Reference No.: 2024-01-077992).

Control"). The holding of the company's shares is through the GMM Capital LLC fund, in an irrevocable trust, whose trustees are the couple Isaac and Ivette Dabah, in trust for their children: Gloria Dabah, Morris Dabah, and Muriel Dabah, holding about 11,609,771 of the company's shares. It should be noted that 607,600 of the said shares are held directly by Mr. Dabah. In addition, 1,367,311 company shares are held by the Dabah Family 2022 Trust, 30,000 company shares are held by the Isaac and Ivette Dabah Charitable Foundation, and 10,000 Delta Galil shares are held by the Isaac Dabah Children's Trust. It is clarified that the beneficiaries of said trusts have no authority or ability to make any decisions regarding the trust assets, including company shares held by the trusts, and all decisions on the matter are left to the sole discretion of the trustees Mr. Isaac Dabah and Ms. Ivette Dabah only. Furthermore, the trust beneficiaries cannot replace the trustees (i.e., Mr. Isaac Dabah and Ms. Ivette Dabah).

3.3. Equity compensation plan for employees and officers in the company

3.3.1. On August 20, 2009, the company's board of directors approved an allotment plan of warrants for employees and officers in the company and its non-American subsidiaries and an Incentive Plan for American employees, as amended on November 10, 2020, and December 19, 2023. Additionally, on July 28, 2014, the company's board of directors approved an allotment plan of restricted share units for employees and officers in the company and its subsidiaries, as amended on December 19, 2023 (hereinafter: "the allotment plans").

3.3.2. On December 20, 2023, the company published a shelf offering report for securities for employees and officers in the company and its subsidiaries, which was amended on January 7, 2024 (hereinafter: "the outline"). The allotment of the company's securities under the outline will be made in accordance with the provisions of the allotment plans. The company can allot under the outline up to 500,000 warrants that are not listed for trading, which vest over time and which are exercisable for up to 500,000 ordinary shares of 1 NIS par value each of the company (subject to the adjustments detailed in section 3.6 of the outline).

3.3.3. Under the outline, the company will be entitled to allot 386,240 warrants and 736,372 restricted share units which remained with the trustee (as defined in the outline) as part of allotments made by the company prior to the publication of the outline and they are held by the trustee for the purpose of future allotments.

3.3.4. As of the date of this shelf prospectus, the company has allotted under the outline 792,616 warrants and 26,741 restricted share units to employees and officers in the company, of which warrants and restricted share units have not yet been exercised, and 689,393 warrants and 22,993 restricted share units have not yet expired.

For further details regarding the outline, see the immediate report dated January 8, 2024 (reference number: 2024-01-004293).

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Chapter 4 - The Rights Attached to the Company's Shares

4.1. For details regarding the rights accompanying the Company's shares, including: details regarding the conditions and rates for participation in dividend distribution and bonus shares; the right to participate in the distribution of Company property upon liquidation; including the order of priority for settling accumulated dividends and returning the paid-up share capital; redemption conditions for redeemable shares; rights to appoint directors; the right to receive notices of shareholder meetings, including the right of participation and voting therein and the required quorum; restrictions on share transfers; conditions for changing the rights accompanying the Company's shares; and whether the Company's shares are registered or to bearer, see the provisions of the Company's Articles of Association, attached as Appendix A to this shelf prospectus.

4.2. Below is a summary of certain arrangements under the provisions of the Companies Law, as set forth in the Company's Articles of Association. It should be clarified that the text detailed in this chapter below is a summary and does not replace a review of the full text of the Company's Articles of Association, as in effect from time to time. $^{7}$ The full text of the Company's Articles of Association can be viewed on the MAGNA website of the Securities Authority at www.magna.isa.gov.il

4.2.1. Arrangement under Section 20 of the Companies Law: Section 151 of the Articles of Association provides that any amendment to the Company's Articles of Association, in whole or in part, shall be made by a majority of at least 66% of the votes at the General Meeting, without taking into account abstentions (hereinafter: a "Special Majority").

4.2.2. Arrangement under Section 50 of the Companies Law: Section 79 of the Articles of Association provides that the General Meeting may assume powers granted to the Board of Directors in the Company's Articles of Association or the Companies Law. Any such resolution shall explicitly state the powers assumed and the period for which they were assumed, which shall not exceed the period required under the circumstances.

4.2.3. Arrangements under Sections 59 and 222 of the Companies Law:

4.2.3.1 Section 84 of the Articles of Association provides that directors (who are not external directors) shall be appointed at the annual meeting and serve until the end of the next annual meeting or until their term of office ends or they resign. Notwithstanding the above, if directors are not appointed at the annual meeting, the incumbent directors shall continue their term of office, unless otherwise determined at the annual meeting.

4.2.3.2 Section 86 of the Articles of Association provides that the Board of Directors has the authority to appoint additional directors, if the number of incumbent directors is less than 15, or another maximum number approved by the General Meeting, who shall serve until the end of the next annual meeting, unless their term of office ends or they are dismissed earlier.

4.2.3.3 Section 89 of the Articles of Association provides that the General Meeting may terminate the term of office of a director by a resolution passed by a Special Majority and appoint a director in their place by a resolution passed by an ordinary majority.

4.2.4. The arrangement under Section 61(a) of the Companies Law relates only to private companies and is therefore not relevant to the Company at this time. However, it

should be noted that Section 52 of the Articles of Association provides that the Company shall hold a General Meeting at least once in every calendar year.

4.2.5. Arrangement under Section 81 of the Companies Law:

7 The provisions of the Articles of Association are subject to the provisions of the Companies Law as amended from time to time (directly or under another law), the regulations enacted thereunder, and the instructions given according to it.

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4.2.5.1

Section 60 of the Articles of Association provides that no resolution shall be passed at the General Meeting unless a quorum is present. Subject to the provisions of the Companies Law, the quorum shall be at least 2 shareholders, holding at least one third of the voting rights in the Company.

4.2.5.2

Section 61 of the Articles of Association provides that if a quorum is not present within half an hour of the time set for the start of the General Meeting, the meeting shall be adjourned to the same day, time and place in the following week or as specified in the meeting notice. If within half an hour of the time set for the start of such adjourned meeting, a quorum is not present, then two shareholders representing at least 10% of the voting rights of the shareholders shall constitute a quorum.

4.2.5.3

Section 62 of the Articles of Association provides that in the case of an adjourned meeting of a special meeting (meaning, a General Meeting initiated at the request of any of the following: (i) two directors or 25% of all directors; (ii) one or more shareholder(s) holding at least 5% of the issued share capital and at least 1% of the voting rights of the shareholders; or (iii) one or more shareholder(s) holding at least 5% of the issued shares of the Company granting voting rights), the quorum for such a meeting shall be one of the following: one or more shareholder(s) holding at least 5% of the issued share capital and 1% of the voting rights in the Company, or one or more shareholder(s) holding at least 5% of the issued shares of the Company granting a voting right.

4.2.5.4

Section 64 of the Articles of Association provides that the Chairman of the Board shall serve as the Chairman of the Meeting, but if no Chairman of the Board has been appointed or if the Chairman of the Board is not present at the meeting or refuses to serve as its chairman, the shareholders present at the meeting shall elect another director to serve as the Chairman of the Meeting. If no director is present at the meeting or if all directors present refuse to serve as Chairman of the Meeting, then the shareholders present at the meeting shall elect a present shareholder to the position.

4.2.6

Arrangement under Section 85 of the Companies Law: Section 63 of the Articles of Association provides that unless otherwise stated in the Articles of Association, in the provisions of the Companies Law, and in the provisions of applicable law, resolutions of the General Meeting shall be passed by an ordinary majority, excluding abstentions.

4.2.7

Arrangement under Section 105 of the Companies Law: The Company's Articles of Association do not include a provision overriding this section.

4.2.8

Arrangement under Section 107 of the Companies Law: Section 97 of the Articles of Association provides that resolutions at Board of Directors meetings shall be passed by an ordinary majority and that even in the case of a tie, the Chairman of the Board shall not have an additional or casting vote.

4.2.9

Arrangement under Section 259 of the Companies Law: Sections 142 and 143 of the Articles of Association provide that the Company may exempt an officer therein from liability for damage caused to the Company due to a breach of the officer's duty of care, to the maximum extent permitted by law, before or after the occurrence of the relevant event. In addition, subject to the Companies Law, the Company may exempt and release, in advance or retroactively, any officer therein from liability arising from the breach of their duty of care towards the Company.

4.2.10

Arrangement under Section 301 of the Companies Law: The Company's Articles of Association do not include a provision overriding this section.

4.2.11

Arrangement under Section 307 of the Companies Law: The Company's Articles of Association do not include a provision overriding this section. However, Sections 121 and 122 of the Articles of Association provide that upon the recommendation of the Company's Board of Directors, the General Meeting may decide that dividend distribution shall be made from funds, investments, or other assets that are part of undistributed profits available to a reserve fund or to a capital redemption reserve fund or which are in the hands of the Company and available for distribution, or are premiums received from the issuance of shares and standing to the credit of the premium account. In addition,

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The General Meeting may decide that any dividend shall be paid, in whole or in part, in cash and/or by distribution in kind of certain assets and also, explicitly, in one or more of the following options: in shares for which consideration has been paid; in BONDS for which consideration has been paid; or in BONDS of any other company.

4.2.12.

Arrangement under Section 324 of the Companies Law: The Company's Articles of Association do not include a provision preventing the Company from performing a merger or a provision setting conditions for performing a merger. However, Section 137 of the Articles of Association provides that if any merger is not exempt from the approval of the General Meeting, then notwithstanding the provisions of Section 327 of the Law, the Company may approve a merger by a resolution passed by an ordinary majority at the General Meeting, without taking into account abstentions.

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Chapter 5 - Issuance Proceeds and Their Purpose

As of the date of publication of this shelf prospectus, the Company is not offering any securities, and therefore there will be no immediate proceeds following the publication of the prospectus. According to the provisions of Section 25A(a) of the Prospectus Details Regulations and Regulation 4(b) of the Shelf Offering Regulations, details regarding the use of the proceeds of the offered securities, as set forth in Chapter VI of the Prospectus Details Regulations, will be provided within the framework of the shelf offering report under which they will be offered (as far as required by law).

Therefore, if securities are offered in the future under this shelf prospectus and under shelf offering reports, the proceeds received from these offerings will be used by the Company according to its needs, as they may be from time to time, according to the resolutions of the competent organs of the Company, as they may be from time to time.

If a specific purpose is determined for the issuance proceeds according to the shelf offering report, then it will be detailed in the shelf offering report, and the Company's policy regarding the investment of the issuance proceeds until the date of actual use will also be detailed in the shelf offering report.

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Chapter 6 - Description of the Company's Business

6.1. General

In accordance with Regulation 44(a), 44(a1) and Regulation 6b of the Prospectus Details Regulations, the Company refers to Chapter A, description of the Company's business in the Periodic report for the year 2025 and to all reports published after this date, the detailed information in which is included in this shelf prospectus by way of reference.

6.2. Material Changes and Developments relative to Information Appearing in the Periodic report for the year 2025

For material changes and developments regarding the Company's business that occurred after the date of publication of the Periodic report for the year 2025, see all reports published by the Company since the Periodic report for the year 2025, which are included in this prospectus by way of reference, as well as the Company's Event Report, as defined in Regulation 56a of the Prospectus Details Regulations, which is presented in Section 9.4 of this shelf prospectus.

6.3. Board of Directors Report on the State of the Company's Affairs

In accordance with Regulation 44(a) and Regulation 6b of the Prospectus Details Regulations, for the Board of Directors Report on the state of the Company's affairs for the year ended December 31, 2025, see Chapter B, Board of Directors Report, in the Periodic report for the year 2025 and in the Periodic report for the year 2024, which are included in this shelf prospectus by way of reference.

6.4. General Description of Subsidiaries and Affiliated Companies

Company Name	Country of Incorporation	Subsidiary or Affiliated Company	Type and Number of Shares Held by the Company	Rate of Company Rights in Capital / Voting	Investment Cost (thousands of USD)	Book Value in the Company's Financial Statement as of 31.12.2025 (thousands of USD)	Loans and Capital Notes to the Subsidiary as of 31.12.2025 (thousands of USD)	Market Value of Company Rights in the Held Company as of 31.12.2025 (thousands of USD)
Delta Galil USA Inc.	USA	Consolidated	100 ordinary shares	100%	39,126	71,848	45,197	-
Delta Textiles (London) Ltd.	England	Consolidated	10,002 ordinary shares	100%	12,941	368,944	167,932	-
Delta Galil B.V.Holland	Holland	Consolidated	250 ordinary shares	100%	21	170,083	-	-
Delta Israel Brands Ltd.	Israel	Consolidated	20,000,000 ordinary shares	79.92%	110,948	131,394	-	751,097

6.5. Holders in Subsidiaries and Affiliated Companies

The following are details, to the best of the Company's and its directors' knowledge, regarding other holders in the subsidiaries and affiliated companies of the Company, who hold a rate of 25% or more of the issued share capital or voting power or the authority to appoint directors in those companies, near the date of the prospectus:

6.5.1. Century Wear Corporation (WLL) is 50% held by Century Investment Group, the company is inactive.

6.5.2. Zhejiang Guaugtai Delta Socks Co Ltd is 50% held by Zhejiang Hengtuo Socks Co, Ltd.

6.5.3 Seven For All Mankind Brazil is 49% held by Fam Participacoes E Investimentos Sia.

6.5.4 Seven for All Mankind Mexico S.A de C.V is 49% held by Betsal S.A.
6.5.5 Reldel Apparel PL is 50% held by Reliance Retail Ventures Limited.
6.5.6 LEM Solutions SAS is 33.3% held by Marck&Balsan SAS and 33.3% held by Leo Minor Sarl.

6.6 Profits, Interest Income, and Dividend from Subsidiaries and Affiliated Companies for each of the years 2024 and 2025 (in thousands of dollars):

| Company Name^{8} | Profit (Loss)
Before Tax | | Profit (Net)
Loss | | Total Comprehensive
Profit (Loss) | | Interest Income Received
from the Subsidiary() | | Dividend Income Received
from the Subsidiary() | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Delta Galil USA Inc. | (5,356) | 3,407 | (4,554) | 2,933 | (4,710) | 2,860 | 2,439 | 3,314 | - | - |
| Delta Textiles (London) Ltd. | 22,560 | 30,870 | 16,961 | 22,588 | 47,903 | 7,122 | 1,475 | 2,521 | 10,362 | - |
| Delta Galil B.V.Holland | 16,688 | 9,923 | 14,816 | 8,110 | 14,477 | 8,211 | - | - | - | - |
| Delta Israel Brands Ltd. | 46,142 | 47,726 | 35,641 | 34,333 | 49,556 | 34,515 | - | - | 20,448 | 57,943 |

(*) Profit before tax, net profit, total profit, and dividend income data are according to the Company's holding percentage in the subsidiary.

6.7 List of Investments in Subsidiaries and Affiliated Companies

For details regarding investments in subsidiaries and affiliated companies of the Company as of December 31, 2025, see Regulation 11 in Part D of the Periodic report for the year 2025, which is included in this shelf prospectus by way of reference.

8 The data include the results of the sub-subsidiaries, as they were included in the results of the subsidiaries.

F-2

Chapter 7 - Company Management

7.1. The Company's Board of Directors

As of the date of this shelf prospectus, the Company's Board of Directors consists of 9 directors, of whom 2 are external directors and 2 are independent directors. For details regarding the members of the Company's Board of Directors according to Regulation 26(a) of the Reports Regulations, see Regulation 26 of Part D of the Periodic report for the year 2025, the detailed information in which is included in this shelf prospectus by way of reference.

7.2. Senior officers in the Company (who are not directors)

For details regarding the senior officers in the Company according to Regulation 26a of the Reports Regulations, see Regulation 26a of Part D of the Periodic report for the year 2025, which is included in this shelf prospectus by way of reference.

7.3. Provisions of the Company's Articles of Association relating to the Company's Board of Directors

For the provisions of the Company's Articles of Association regarding the maximum and minimum number of directors in the Company, methods of their appointment or election, duration of their term, filling their vacancies, termination of their term, their remuneration and the appointment of Board committees and the powers that may be granted to them, see Sections 78 to 111 of the Company's Articles of Association, attached as Appendix A to this shelf prospectus. For a detailing of the arrangements according to the Companies Law provisions relating to the Company's Board of Directors, as established in the Company's Articles of Association, see Section 4.2 of this shelf prospectus.

7.4. Independent Authorized Signatories

The Company has no independent authorized signatories, except for the purpose of signing confidentiality agreements.

7.5. Additional Details

The Company's registered office: 45 HaEshel Street, Caesarea.

The Shelf Prospectus lawyers: Goldfarb Gross Seligman & Co., Law Offices, 132 Menachem Begin St., Tel Aviv.

The Company's accountants: Kesselman & Kesselman (PwC), 146 Menachem Begin St., Tel Aviv.

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Chapter 8 - Interested Parties in the Company

8.1. Remuneration to Interested Parties and Senior Officers

For details regarding the remuneration given for the years 2024 and 2025 (including details on relevant employment agreements) to the five highest-remunerated parties among the senior officers in the Company or in corporations under its control, whether the remuneration was given by the Company or by another; and also for a detailing of the remuneration given in such periods to interested parties in the Company (who are not included in the aforementioned highest-remunerated parties) regarding services they provided as office holders in the Company or in corporations under its control, see Regulation 21 in Part D, additional details on the corporation, of the Periodic report for the year 2025, and also Regulation 21 in Part D, additional details on the corporation, of the Periodic report for the year 2024, the information in which is included in this shelf prospectus by way of reference.

8.2. Details on Remuneration After the Date of the 2025 Financial Statements and Until the Date of this Shelf Prospectus

The Company has not granted remuneration or an obligation for remuneration to any of those listed in Section 8.1 above, after the date of the 2025 financial statements and until the date of this shelf prospectus, regarding the publication of this shelf prospectus.

8.3. Transactions with Controlling Shareholders

For details regarding control of the Company, see Regulation 21a in Part D, additional details on the corporation, of the Periodic report for the year 2025.

For details about transactions with the controlling shareholders of the Company or in which the controlling shareholders of the Company have a personal interest in their approval, as stated in Regulation 22 of the Reports Regulations, in which the Company, companies under its control, or affiliated companies of the Company entered during the two years preceding the publication of the shelf prospectus, or which are still in effect as of the date of this shelf prospectus, see Regulation 22 in Part D, of the Periodic report for the year 2024 and the Periodic report for the year 2025, which are included in this shelf prospectus by way of reference.

8.4. Securities of the Company, Subsidiaries, and Affiliated Companies

For details, to the best of the Company's and its managers' knowledge, regarding holdings of interested parties and officers in the Company, in securities of the Company or of any subsidiary thereof or in any affiliated company, near the date of the prospectus and on the date preceding by 12 months the aforementioned date, see immediate reports of the Company regarding the status of holdings of interested parties and senior officers from April 13, 2026 (Reference no.: 2026-01-033854) and from April 7, 2025 (Reference no.: 2025-01-025372) and immediate reports of Delta Israel Brands Ltd. regarding the status of holdings of interested parties and senior officers from April 14, 2026 (Reference no.: 2026-01-034071) and an immediate report on a person who began being an interested party in the Company from April 14, 2026 (Reference no.: 2026-01-034085) and from April 6, 2025 (Reference no.: 2025-01-025196), which are presented in this shelf prospectus by way of reference.

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Chapter 9 - Financial Statements

9.1. Financial Statements

In accordance with the provisions of Regulations 60b and 36 of the Prospectus Details Regulations, the Company refers to the financial statements as of December 31, 2025, of the Company as included in the Periodic report for 2025, including the financial statements regarding separate financial information of the Company as of that date and to the financial statements as of March 31, 2026, of the Company as published on May 11, 2026 (reference no.: 2026-01-043601) (hereinafter together: the "Financial Statements"), which are included in this shelf prospectus by way of reference.

9.2. Report on the Effectiveness of Internal Control

In accordance with the provisions of Regulation 60e of the Prospectus Details Regulations, the report on the effectiveness of internal control over financial reporting and disclosure, including the statements of the Chief Executive Officer and the most senior officer in the field of finance in the Company, in accordance with Regulations 9b and 38c of the Reports Regulations, as attached within the Financial Statements, are included in this shelf prospectus by way of reference.

9.3. Auditor's Consent Letter

The Company was provided with a consent letter from the Company's firm of auditing accountants, which includes their consent to the inclusion in this shelf prospectus, including by way of reference, the auditing accountants' reports and the auditing accountants' report on the audit of internal control components over the Company's financial reporting, to the Financial Statements and the reports detailed in sections 9.1 and 9.2 above. The consent letter of the said accountants is attached as Appendix B to this shelf prospectus.

9.4. Event Report

In accordance with the provisions of Regulation 60b(b) of the Prospectus Details Regulations, an event report as defined in Regulation 56a of the Prospectus Details Regulations is provided below, regarding material events that occurred after the date of signing the Company's financial statements as of December 31, 2025, until the date of publication of this shelf prospectus:

Event report in accordance with Regulation 56a of the Securities Regulations (Prospectus Details and Draft Prospectus - Structure and Form), 1969.

Below is a detail of the material events that occurred from May 11, 2026 (the date of signing the financial statements of Delta Galil Industries Ltd. as of March 31, 2026) until the date of publication of this shelf prospectus, which must be disclosed within the framework of an event report, as defined in Regulation 56a of the Prospectus Details Regulations:

9.4.1.

On May 11, 2026, the Company's board of directors approved a dividend distribution in the amount of approximately $8 million, representing 30.5 cents per share. The record date for the distribution day is May 19, 2026, and the payment day will be on June 2, 2026 (hereinafter: the "Payment Day"). The dividend distribution will be made according to the representative dollar exchange rate as published on the day preceding the Payment Day.

Noam Lautman	Isaac Dabah	Yaniv Benedek
Chairman of the Board	CEO	CFO

Date: May 18, 2026

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Appendix A - Articles of Association

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THE COMPANIES LAW

ARTICLES OF ASSOCIATION

OF

In English: DELTA GALIL INDUSTRIES LTD.

In Hebrew: דלתא גליל תעשיות בע"מ

Interpretation

In these Articles of Association the following terms will have the meanings described below, unless the context requires otherwise:

(a) "Articles" These Articles of Association, as may be amended from time to time.

(b) "Audit Committee" The audit committee of the Board of Directors, established according to these Articles and the Law.

(d) "Director" A member of the Company's Board of Directors.

(e) "General Meeting" A meeting of the Company's Shareholders convened according to these Articles and the Law.

(f) "Law" The Companies Law - 1999, including any regulations and regulatory orders relating thereto, as will be in effect from time to time.

(g) "NIS" New Israeli Shekel.

(h) "Officer" An office holder (in Hebrew: "נושא משרה") as such term is defined in the Law.

(i) "Register" The register of Shareholders, including any branch registers the Company may maintain, kept according to the Law.

(j) "Secretary" The Company's corporate secretary.

(k) "Share Capital" The Company's registered share capital as authorized by these Articles.

(l) "Shareholder" Any person or entity that is the owner, according to the Law, of a share.

(m) "Special Majority" A majority of at least sixty-six percent (66%) of all votes properly cast at a General Meeting, without taking into account abstentions.

(n) "Voting Instrument" A written form for Shareholders to use, according

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to these Articles and the Law, in voting at General Meetings.

(o) "Writing"

A handwritten, typewritten, facsimile, print, e-mail or any other legally recognized form of communication that can be read.

In these Articles, unless the context otherwise requires, terms used herein shall have the meanings ascribed to them in the Law. In addition, words importing the singular will include the plural, and vice versa. Words importing the masculine gender will include the feminine, and words importing persons will include companies, partnerships, associations and all other legal entities. Days, months and years refer to the Gregorian calendar.
In the event that an Article is revised or a new Article is added to these Articles, which contradicts an original Article, the revised or added Article(s) will prevail.
Unless the context requires otherwise, wherever it is specified in these Articles that the provisions thereof are according to or subject to the provisions of the Law and/or any other law, the intention is to mandatory legislation provisions only.

Public Company

(a) The Company is a public company as defined in the Law.

(b) (1) Subject to any limitation or restriction under any law, the transfer of shares in the Company is not restricted.

(2) The number of Shareholders is unlimited.
(3) The Company may issue any form of its shares or other securities to the public.

The liability of each Shareholder is limited to the payment of the nominal (par) value of any unpaid issued Share Capital of the Company, held by such Shareholder.

Permissible Objects

The Objects of the Company may include any activity permitted by law.
The Company may contribute, from time to time, reasonable amounts to worthwhile causes, even if the contribution is not based on profit-oriented business considerations.

Name and Registered Office

The name of the Company is Delta Galil Industries Ltd. (in Hebrew [phonetics]: Delta Galil Ta'asiot B.M.).
The Registered Office of the Company will be at such place in Israel as the Board of Directors shall determine from time to time.

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Share Capital

The authorized Share Capital of the Company is NIS 45,000,000 (forty five million New Israeli Shekels) divided into 45,000,000 (forty five million) ordinary shares of NIS 1 nominal (par) value each.

Alteration of Share Capital

The Company may from time to time, by a resolution of a Special Majority of Shareholders at a General Meeting, whether or not all the shares then authorized have been issued, and whether or not all the shares then issued have been called up for payment, increase its authorized Share Capital by the creation of new shares. Such increase shall be in such amount, divided into shares of such nominal amounts, subject to such restrictions and terms and with such rights and preferences, as the Resolution creating the same shall provide.
Unless otherwise provided in the resolution authorizing the increase of Share Capital, the new shares shall be subject to the same provisions applicable to the shares included in the existing Share Capital with regard to the payment of calls, lien, forfeiture, transfer, transmission and otherwise.
The Company may, by a resolution of a Special Majority of Shareholders at a General Meeting:

(a) consolidate and re-divide its Share Capital, fully or partly, into shares of larger nominal (par) value than its existing shares;

(b) divide, by sub-division of its existing shares or any of them, into shares of smaller nominal (par) value than is fixed by the Memorandum of Association and these Articles; provided, however, that the proportion between the amount paid and the amount unpaid on each share which is not fully paid up shall be retained at such sub-division;

(c) cancel any shares which, at the date of the adoption of the resolution, have not been taken or agreed to be taken by any person; and reduce the number of shares in Company's Share Capital by the number of shares which were canceled, as aforesaid;

(d) reduce its Share Capital in any manner, subject to any approval required by law.

If, as a result of a consolidation or split of shares authorized under these Articles, fractions of a share will stand to the credit of any Shareholder, the Board is authorized, at its discretion, to act as follows:

(a) determine that fractions of shares that do not entitle their owners to a whole share, will be sold by the Company, and that the consideration for such sale be paid to the beneficiaries, on terms the Board may determine;

(b) allot to every Shareholder who holds a fraction of a share resulting from a consolidation and/or a split, shares of the class that existed prior to the consolidation and/or split, in a quantity that, when consolidated with the fraction, will constitute a whole share, and such allotment will be considered valid immediately prior to the consolidation or split;

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(c) determine the manner for paying the amounts to be paid for shares allotted in accordance with Sub-Section (b) above, including on account of bonus shares; and/or
(d) determine that the owners of fractions of shares will not be entitled to receive a whole share in respect of a share fraction or that they may receive a whole share with a different par value than that of the fraction of a share.

Allotment and Rights of Shares

Subject to these Articles and to the terms of any General Meeting resolution creating new shares, the allotment and issue of shares will be as determined by the Board of Directors, who may in its sole discretion allot and issue such shares to persons on terms and conditions and at such times as determined by the Board of Directors, including the allotment of bonus shares.
(a) Each ordinary share will entitle its owner to receive notices of, to attend, and to cast one vote at a General Meeting.
(b) All shares of the Company of the same class shall rank pari passu in respect of dividends, allotment of bonus shares, distribution of assets or otherwise.
(a) The rights granted to Shareholders of any class of shares issued with preferred or other special rights will not, unless specifically provided by the terms of issue of the shares of that class, be deemed to be modified by the creation or issue of shares of a different class.
(b) Unless otherwise provided for by the terms of issuance of a particular class of shares, the Company may create or change rights, preferences, restrictions and provisions related to one or more of the classes of shares, after receipt of consent in writing of all Shareholders of the affected class, or a Resolution passed at a General Meeting of such class, approved by a Special Majority of the Shareholders of the affected class. These Articles will apply, as applicable, to every such separate General Meeting of a class.
The rights applicable to any shares, whether in the original Share Capital or any increased Share Capital, may be changed according to the provisions of these Articles.

Repurchase of shares

The Company may, at any time and from time to time, subject to the Law, purchase back or finance the purchase of any shares or other securities issued by the Company, in such manner and under such terms as the Board of Directors shall determine, whether from any one or more Shareholders. Such purchase shall not be deemed a payment of dividends; and no Shareholder will have the right to require the Company to purchase his shares or to offer to purchase shares from any other Shareholder.

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Share Register and Share Certificates

The Company will maintain a Register of Shareholders according to the Law. The Company may maintain one or more branch registers of Shareholders, in Israel or another jurisdiction, which will be considered as part of the Register.
The Company will not be bound by or required to recognize any right or interest in any share other than rights or interests of the Shareholder duly registered in the Register or otherwise proven in accordance with these Articles and the Law.
Every person whose name duly appears as a Shareholder in the Register or who otherwise establishes proof of ownership in accordance with these Articles and the Law, will have the right without payment to receive, within two (2) months after allotment or registration of transfer (unless the conditions of allotment or transfer provide for a longer period), a stamped certificate for all the shares registered in his name. The certificate will specify the number of shares for which it is issued. However, in case of joint Shareholders the Company will not be required to issue more than one certificate to all the joint Shareholders. Delivery of a certificate to any of the joint Shareholders will be sufficient delivery to all. Every certificate will be signed by two Directors and countersigned by the Secretary or by other persons nominated by the Board of Directors for that purpose. The Company may withhold the issue of share certificates for shares not fully paid up.
If any share certificate will be defaced, worn out, destroyed or lost, it may be replaced following production of any evidence, provision of any indemnity and payment of any of the Company's out of pocket expenses as the Board of Directors will require. In case of defacement or wearing out, replacement will require delivery of the old certificate.

Share Warrants, Options and Debentures

The Company may issue from time to time share warrants, options on shares, debentures and similar forms of securities. The price, terms and conditions of any such securities will be determined by the Board of Directors.
Subject to the applicable provisions of the Law, the Company may issue and redeem redeemable preference shares and redeemable warrants. The terms of redemption of, and the rights and obligations attached to such securities, shall be determined by the Board of Directors, either in general or with respect to a particular issue.

Lien on Shares

The Company will have a lien on every share for all amounts payable by a Shareholder in respect of such share, whether or not such payables have matured. However, the Board of Directors may at any time declare any share to be wholly or partly exempt from the provisions of this Article. The Company's lien, if any, on a share will extend to all dividends payable on that share.
The Company may sell any shares on which it has a lien at such time and in such manner as will be determined by the Board of Directors. However, no sale will be made prior to the lapse of fourteen (14) days from the date of sending a notice in writing to the registered Shareholders, demanding payment of such sum and giving notice of the Company's intention to sell in default. To give effect to any such sale, the Board of Directors may authorize transfer of the shares sold to the purchaser who will be registered as the holder of the Shares. The Company will receive the net proceeds of the sale which will be applied in payment of the sum

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then payable on the lien. The balance of the sale proceeds, if any, will be paid to the person holding the shares immediately prior to the sale, subject to any lien for sums that were not currently payable for the shares prior to the sale.

Calls on Shares: Forfeiture of Shares

The Board of Directors may, at its discretion, from time to time authorize the amount and manner of the consideration to be given to the Company for shares. The Board may also make calls on Shareholders for any moneys unpaid on their shares. Each Shareholder will be liable to pay the amount of every call so made on him to the persons and at the times, places and installments specified by the Board. A call may be revoked or postponed as the Board may determine.
A call will be considered to have been made at the time the Board of Directors approves the resolution authorizing such call.
The joint Shareholders of a share will be jointly and severally liable for the payment of all calls and related installments.
The Board of Directors may, at its discretion, authorize receipt of advances from any Shareholder relating to future calls on shares. The Board may authorize interest to be paid as may be agreed with the advancing Shareholder.
Any sum that, by the terms of a share, is payable upon the share's allotment or at any fixed date, will be considered to be a call duly made and payable on the date fixed for such payment. In case of non-payment of such sum, the relevant provisions of these Articles will apply as if such sum were a call duly made and notified according to these Articles.
The Board of Directors may, upon the issue of shares, differentiate between the Shareholders as to the amount of calls to be paid and the times of payment.
If any Shareholder fails to pay all or part of any call or installment of a call on or before the day set for such payment, the Board of Directors may serve a notice on such Shareholder. The notice will require payment of the amount remaining unpaid together with interest, at such rate as the Board will determine, and any expenses that may have accrued by reason of such non-payment. The notice will state a date, not less than fourteen (14) days from the date of the notice, on or before which such call or installment, and all interest and expenses that have accrued by reason of such non-payment are to be paid. It will also state the place where payment is to be made, and will state that in the event of non-payment on or before the time and at the place set, the shares for which such call was made will be liable to be forfeited. If the requirements of any such notice are not met, any share for which such notice has been given may, as long as the payment required by the notice has not been made, be forfeited by a resolution of the Board to that effect. A forfeiture of shares will include all dividends applicable to the shares not actually paid before the forfeiture, even if the dividend has already been declared.
When any shares have been forfeited in accordance with these Articles, notice of forfeiture will be promptly given to the Shareholder or to the person entitled to the shares by transmission, as the case may be. An entry of such notice having been given and of the date of the forfeiture of the applicable shares will be made in the Register. However, a forfeiture will not be invalid solely due to the failure to give such notice or to make such entry in the Register.
6 -

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(a) Following a forfeiture, the Board of Directors may, at any time before the forfeited share has been otherwise disposed of, revoke the forfeiture and return the share to the Shareholder on terms determined by the Board.

(b) Every forfeited share may be sold or reallotted or otherwise disposed of, to any other person, on such terms as the Board of Directors may determine.

A person whose shares have been forfeited will remain liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to date of payment, in the same manner as if the shares had not been forfeited. Such person will also remain liable to satisfy any claims and demands which the Company might have enforced regarding the shares at the time of forfeiture, without any deduction or allowance for the value of the shares at the time of forfeiture. However, if the Company chooses to sell the forfeited shares, then the net consideration received by the Company for such shares will be deducted from the amount the person whose shares have been forfeited is liable to pay the Company.
The forfeiture of a share will cause the extinction at the time of forfeiture of all claims and demands against the Company regarding the share, and all other rights and liabilities relating to the share as between the forfeiting Shareholder and the Company, except as provided by law.
A written declaration by a Director that a share has been duly forfeited according to these Articles and stating the date of forfeiture, will be conclusive evidence of the facts stated in the declaration against any persons claiming to be entitled to the forfeited shares. Such declaration, together with the Company's receipt for the consideration, if any, given for the forfeited shares on their sale or disposition, and a duly signed share certificate delivered to the purchaser, will confer good title to the shares. Such purchaser will be registered as the holder of the shares.

Conversion of Shares into Stock

(a) The Company may, by a Resolution of a Special Majority of Shareholders at a General Meeting, convert any paid-up shares into stock, and may reconvert any stock into paid-up shares of any denomination.

(b) The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same regulations, as the shares from which the stock arose might, prior to conversion, have been transferred, or as near thereto as circumstances admit; but the Board of Directors may from time to time fix the minimum amount of stock transferable, and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal value of the shares from which such stock arose.

(c) The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges, and advantages as regards dividends, voting at General Meetings, and other matters as if they held the shares from which the stock arose, but no such privileges or advantage, except participation in the dividends and profits of the Company, shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred that privilege or advantage.

(d) Such of the Articles of the Company, as are applicable to paid-up shares shall apply to stock, and the words "share" and "Shareholder" therein shall include "stock" and "Stockholder".

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Transfer of Shares

Transfer of fully paid up shares in the Company shall not require the approval of the Board of Directors.
No transfer of shares shall be registered unless a proper instrument of transfer has been submitted to the Company, coupled with the certificate for the shares to be transferred, and any other evidence as the Board of Directors may reasonably require of the title of the transferor. The transferor will be considered to remain the Shareholder until the name of the transferee is entered in the Register for the applicable shares.
The instrument of transfer of any share shall be in the usual or customary form or as near thereto as possible, and shall be signed by the transferor and transferee.
The Board of Directors may decline to register any transfer of shares, which have not been fully paid up.
The transfer books, the Register and registers of debenture-holders may be closed during such time as the Board of Directors deems fit, not exceeding a total of thirty (30) days in each year.
The Board of Directors may determine a fee to be charged for registration of a transfer.

Transmission of Shares upon Death, Bankruptcy or Dissolution

The executors and administrators of the deceased sole holder of a share or, if there are no executors or administrators, such persons' heirs (as evidenced by a probate or such other evidence as the Board of Directors may reasonably deem sufficient) shall be the only persons recognized by the Company as having any title to the share. In case of a share registered in the name of two or more holders, the Company shall recognize the survivor or survivors as the only persons having any title to or benefit in the share.
The receiver or liquidator of a Shareholder in winding-up or dissolution, or the trustee in bankruptcy, or any official receiver of any bankrupt Shareholder, upon producing such evidence as the Board of Directors may deem sufficient as to his authority to act in such capacity under this Article, may be registered as a Shareholder in respect of such shares, or may, subject to the regulations as to transfer herein contained, transfer such shares.

Borrowing Powers

The Company may from time to time, at its discretion, borrow or secure the payment of any sum or sums of money for the purposes of the Company.
The Company may raise the funds for or secure the repayment of such sum or sums in such manner, at such times and upon such terms and conditions as it deems fit and, in particular, by the issue of bonds, perpetual or redeemable debentures, debenture stock, or any mortgages or charges, on the whole or any part of the property of the Company, both present and future, including its uncalled capital at that time and its called but unpaid capital.

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Convening of General Meetings

General Meetings will be held at least once in every calendar year at the time and place, and with an agenda, as may be determined by the Board of Directors. Shareholders representing at least one percent (1%) of the Company's voting power may request the Chairman of the Board to add appropriate items to a General Meeting agenda.
Unless otherwise determined by the Board of Directors, the business of an Annual Meeting shall be to receive the financial statements and the Board of Directors' report, to elect Directors, to appoint independent certified accountants, and to transact any other business which according to these Articles or the Law is to be addressed at an Annual Meeting.

Each such annual General Meeting will be called an "Annual Meeting", and any other Shareholders' meeting will be called a "Special Meeting".

Each Annual Meeting will take place no later than fifteen (15) months after the previous Annual Meeting, and no later than the end of the applicable calendar year. The Board may convene a Special Meeting at any time it deems necessary.
The Board of Directors will convene a Special Meeting on receipt of a written request from any of:

(a) two (2) Directors or twenty-five percent (25%) of the total number of Directors;

(b) one (1) or more Shareholders, holding at least five percent (5%) of the issued Share Capital and at least one percent (1%) of the Shareholders' voting power; or

A Special Meeting requested under Article 55 above will be convened within the period specified in the relevant provisions of the Law. If the Board of Directors fails to convene such meeting within such time, then the required Special Meeting may be convened, in the same manner as for other Special Meetings, by any of the Directors and/or by Shareholders who requested the convening (representing at least one-half of such Shareholders' voting rights), provided it is convened no later than three (3) months after submission of the written request to the Board.
The Board of Directors will set a record date in accordance with the requirements of the Law, for Shareholders entitled to receive notice of and vote at a General Meeting. The determination of a record date shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may set a new record date for the adjourned meeting.
A written notice of the convening of a General Meeting will be given, as required by the Law. The notice will specify the place, date and time of the Meeting, the record date, and other items as specified in the Law. The place of the meeting will be in Israel unless otherwise specified by the Board.
(a) The accidental omission to give notice of a General Meeting to, or the non-receipt of notice by, any Shareholder entitled thereto, shall not invalidate the proceedings at such meetings.

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(b) No Shareholder present, in person or by proxy, at the commencement of a General Meeting shall be entitled to seek the revocation of any proceedings or resolutions adopted at such General Meeting on account of any defect in the notice of such meeting relating to the time or the place thereof.

Proceedings at General Meetings

No business will be transacted at any General Meeting unless a quorum is present. Subject to the provisions of the Law, the quorum at any General Meeting will be at least two (2) Shareholders present in person, by Proxy or by a Voting Instrument and holding or representing at least one-third (1/3) of the issued voting shares.
If within one-half (1/2) hour from the time set for the holding of a General Meeting a quorum is not present, the meeting will be adjourned to the same day, time and place in the next week or as will be determined in the notice to the Shareholders. If at such adjourned meeting a quorum is not present within one-half (1/2) hour from the time set for holding the adjourned meeting, then two (2) Shareholders representing at least ten percent (10%) of the Shareholders' voting power, present in person, by Proxy or by a Voting Instrument, will constitute a quorum.
If the General Meeting adjourned is a Special Meeting convened in accordance with Article 55 above, then no business will be transacted at such adjourned Special Meeting unless a quorum is present comprised of:

(a) one (1) or more Shareholders holding no less than five percent (5%) of the issued Share Capital and one percent (1%) of the voting power of the Company; or

(b) one (1) or more Shareholders holding no less than five percent (5%) of the issued voting shares.

Except as provided in these Articles, the Law and any other applicable law, all business transacted at a General Meeting will be decided by a resolution adopted by a simple majority of the votes cast at the General Meeting, not taking into account abstentions.
The Chairman of the Board of Directors will preside at any General Meeting, but if there will be no such Chairman, or if at any General Meeting he will not be present or is unwilling to act as Chairman, the Shareholders present will choose any Director to act as Chairman of the meeting. If no Director is present, or if all the Directors present decline to take the chair, the Shareholders present will choose a Shareholder present to be Chairman of the meeting. The Chairman of any General Meeting shall not be entitled to a second or tie-breaking vote.
The Chairman may, with the consent of any General Meeting at which a quorum is present (and will if so directed by the meeting) adjourn the meeting from time to time and from place to place. No Shareholder will have the right to any other notice of adjournment. However, whenever a General Meeting is adjourned for twenty-one (21) days or more, notice of the adjourned General Meeting will be given in the same manner as for the original General Meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting as originally called.

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Voting at General Meetings; Voting Instruments

Shareholders in the Company who are registered in the Register on the date determined by the Board of Directors in its resolution to convene a General Meeting and who are present at the meeting, in person or by proxy, or deemed to be present by a Voting Instrument in such cases as required or permitted under the Law for voting by Voting Instrument, shall be entitled to participate in and vote at the General Meeting.
The vote may be by show of hands, by secret ballot, by Voting Instrument or by any other manner authorized by the Board of Directors consistent with the Law. A Shareholder will have one (1) vote for each share held by him. However, unless otherwise determined by the Board, no Shareholder will be permitted to vote at a General Meeting or to appoint a Proxy to so vote unless he has paid all calls for payment and all moneys due to the Company from him with respect to his shares.
A Proxy present at a General Meeting will have the same rights as a Shareholder with respect to voting at a General Meeting. A Proxy need not to be a Shareholder.
The vote of the senior of any joint Shareholders, whether in person, by Voting Instrument or by Proxy, will be accepted to the exclusion of the votes of other joint Shareholders. For the purpose of these Articles, seniority will be determined by the order in which the names appear in the Register.
An objection to a Shareholder's or a Proxy's right to vote in a General Meeting must be raised at the applicable meeting or adjourned meeting in which that person was supposed to vote. The Chairman of the meeting will decide whether to accept or reject any objection raised at the proper time regarding the vote of a Shareholder or Proxy, and the Chairman's decision will be final. Every vote not disqualified as provided above will be valid for all matters at the General Meeting.
A Shareholder that is a corporation or other form of legal entity will have the right to appoint a person to be its representative at any General Meeting. The representative so appointed will have the right to exercise on behalf of the entity he represents all the powers that the entity itself might exercise in connection with the General Meeting.
A Shareholder who has been declared legally incompetent or has otherwise been appointed a legal guardian, may, following proof of appointment of a legal guardian or similar representative, vote at a General Meeting through such guardian or similar representative, whether in person, by Voting Instrument or by Proxy.
A vote by Proxy or by Voting Instrument will be considered valid even in the event of the death or declaration of incompetence of the appointee/signatory or the cancellation of the Proxy appointment or Voting Instrument or expiration of a Proxy appointment or Voting Instrument in accordance with any law, or the transfer of the shares for which the Proxy appointment or Voting Instrument was given, unless the Company receives at the Registered Office, prior to a General Meeting, a written notice as specified below. For a Voting Instrument or Proxy appointment that has been provided to the Company for a specific General Meeting to be considered invalid, a written notice of cancellation of a Voting Instrument or a Proxy appointment must be duly signed by the applicable Shareholder specifying the applicable shares, the name of the Shareholder, legal representative or successor in interest and nature of the event invalidating the Proxy appointment or Voting Instrument. In the event of voting by a secret ballot or by Voting Instrument, a notice canceling the appointment of a Proxy will be valid if it is signed by the appointee/signatory or its legal representative or successor in interest and
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received at the Registered Office no later than one (1) hour before the beginning of the vote.

A Shareholder will have the right, where permitted or required by provisions of the Law relating to Voting Instruments, to vote by a Voting Instrument as an alternative to voting in person or by Proxy. In all applicable cases, the Company will send the Voting Instrument to the Shareholders before the applicable General Meeting, no later than the time set for that purpose in the Law.
A Shareholder has the right to vote by a separate Proxy with respect to each share held by him, provided that each Proxy will have a separate letter of appointment containing the serial number of the shares for which the Proxy is entitled to vote. If a specific share is included in more than one (1) letter of appointment, then no Proxy will have the right to vote such share.
An instrument appointing a Proxy, which is not limited in time, will expire twelve (12) months after the date of its execution. If the appointment is for a limited time period, even exceeding twelve (12) months, the instrument will be valid for such period as specified in the instrument.
(a) A Voting Instrument, instrument of appointment of a Proxy, power of attorney or other instrument relating to voting at a General Meeting, must be in writing.

(b) Any instrument of appointment a of proxy, whether for any specified meeting or otherwise shall, as far as circumstances permit, be in the following form or in any other acceptable form approved by the Board of Directors:

"I, __, of _, being the holder of shares of NIS each, hereby appoint Mr. _ of __ to vote for me and on my behalf at the General Meeting of the Company to be held on the _ day of _ in the year ______ and at any adjourned meeting of such meeting."

IN WITNESS WHEREOF I have set my hand this __ day of the month of _ in the year ___.

(c) Subject to the provisions of the Law, the original or a copy of such confirmed instrument will be delivered to the Registered Office, or to such other place in Israel or abroad as the Board may from time to time designate, at least twenty-four (24) hours before the time set for the applicable original or adjourned General Meeting. Otherwise, that person will not be entitled to vote that share through the instrument. At the request of the Chairman of a General Meeting, written evidence of such authorization, in a reasonably acceptable form and content, satisfactory to the Chairman, shall be furnished to the Chairman.

Role and Composition of the Board of Directors

The Board of Directors will set the policies of the Company and oversee the execution by the General Manager of his tasks and acts. The Board will have all residual powers not granted under these Articles or by law to any other Company body.

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The General Meeting may assume powers granted under these Articles or by Law to the Board of Directors. However, any decision to assume such powers must specify the matters and time period for which such powers are assumed, which shall not exceed the period required under the circumstances.
The number of Directors may be determined from time to time at a General Meeting. The number of Directors comprising the Board will be at least five (5) and not more than fifteen (15). The Board will include at least two (2) External Directors in accordance with the requirements of the Law. A Director need not to be a Shareholder.
Unless otherwise approved at a General Meeting, each Director shall be paid the same remuneration as paid to each of the Company's External Directors. The Directors will be entitled to be reimbursed for reasonable expenses incurred by them in performing their services as Directors.
Subject to the provisions of the Law, a Director (or any other Officer) shall not be disqualified by his holding of such office with the Company from holding any other office or function with the Company (other than the office of an Internal Auditor or Independent Certified Accountant) or from giving services for consideration to the Company, save that the additional employment of a Director and the terms thereof must be approved, as required by the Law; nor will a Director (or any other Officer) be disqualified by the holding of such office with the Company from holding any other office or function or from giving services for consideration to a company in which the Company holds any shares or in which it is interested in any other way.
A Director need not be a resident of the State of Israel.

Election, Appointment and Removal of Directors

Directors will be elected annually by the Shareholders at the Annual Meeting. Directors will hold office until the conclusion of the next Annual Meeting or until their earlier removal or resignation. However, if no Directors are elected at an Annual Meeting, then the persons who served as Directors immediately prior to the Annual Meeting shall be deemed reelected at the same meeting, and will continue to serve as Directors unless otherwise determined by the Annual Meeting. Directors will be eligible for re-election.
The Chairman of the Board of Directors will be appointed by the Board from the Directors elected to their office, in accordance with the terms of the Law. Such Director will serve as Chairman of the Board of Directors until he ceases to hold the office of Director or until the General Meeting replaces him.
The Board of Directors will have the power, from time to time, to appoint additional Directors if the current number of Directors is less than fifteen (15) or such other maximum number approved at a General Meeting. Any Director so appointed will hold office until the conclusion of the next Annual Meeting, unless he is removed or resigns earlier. A Director will state the reasons for his resignation.
Where the office of a Director has been vacated, the remaining Directors may continue to act, but if their number is reduced below the minimum number specified in these Articles, or if the number of the Directors elected by a General Meeting is lower than the minimum number specified in these Articles, then the Director or Directors continuing to hold office shall not act except in case of an emergency, or for the purpose of increasing the number of Directors, by way of appointment of additional Directors, or for the purpose of convening a General Meeting of the Company, but not for any other purpose.

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Subject to the terms of the Law, a Director will be removed if he:

(a) becomes bankrupt or enters into similar status (and if the Director is a company, upon its winding-up);
(b) dies or is declared legally incompetent;
(c) resigns his office by notice in writing given to the Company;
(d) is removed by a resolution of a General Meeting; or
(e) upon the occurrence of any of the applicable events set forth in the Law.

A General Meeting may, by a resolution of a Special Majority of Shareholders (or by any other majority required by Law with respect to the External Directors), remove any Director from his office before the end of his term and can, by a resolution adopted by a simple majority, elect another person in his place.

Substitute Director

(a) A Director may, by notice in writing to the Company and subject to Sub-Section (b), appoint for a specific meeting a substitute (hereinafter referred to as "Substitute Director"), revoke the appointment of such Substitute Director and appoint another in his place. Any appointment, or revocation of appointment of a Substitute Director shall become effective on the date set in the respective notice of appointment or revocation, as the case may be, but not before delivery thereof to the Company.
(b) A person may not act as a Substitute Director if he is not qualified to be appointed a Director or if he currently serves as a Director or Substitute Director.
(c) A Substitute Director shall be entitled to receive notices of the meeting of the Board of Directors for which he has been appointed and to attend and vote at such meeting as if he were a Director, and he shall have all the rights and be subject to all obligations of the Director for whom he acts as Substitute Director.
(d) The office of a Substitute Director shall ipso facto be vacated at the end of the meeting of the Board of Directors for which he has been so appointed; if he is removed from office in accordance with Sub-Section (a) hereof; if the office of the Director by whom he has been appointed Substitute Director is vacated for any reason whatsoever; or upon the death of the Substitute Director or upon the occurrence of any of the events referred to in Article 88.

External Directors

The Board of Directors will include at least two (2) External Directors complying with the qualifications described in the Law.
An External Director will be nominated by a General Meeting, as shall be required by the Law.
The compensation and indemnification of expenses of External Directors will be determined in accordance with the applicable provisions of the Law.

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An External Director will be appointed (and removed) only in accordance with the applicable provisions of the Law.

Board of Directors Meetings

The Board of Directors may convene, adjourn and otherwise regulate its meetings, as it deems fit; provided, however, that the Board will meet at least once in every three (3) months period. Unless otherwise determined by the Board, the quorum for a Board meeting will be not less than forty percent (40%) of the then number of Directors.
No business shall be transacted at a meeting of the Board of Directors unless the requisite quorum is present at the commencement of the meeting, and no resolution shall be adopted unless the requisite quorum is present when the resolution is voted upon.
Issues arising at any Directors' meeting will be decided by a majority of votes cast at the meeting. In case of a tie, the Chairman will not have a second or tie-breaking vote.
Each Director will receive reasonable prior notice of a Board meeting. Such notice may be given by any means of communication as determined by the Secretary, including, among others, telephone, facsimile or e-mail. Such notice will include the time and location of the meeting and a reasonable description of the meeting's agenda. Notwithstanding anything to the contrary herein, failure to deliver notice to a Director of any such meeting in the manner required hereby may be waived (in advance or retroactively) by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice of such failure or defect. Without derogating from the foregoing, no Director present at the commencement of a meeting of the Board of Directors shall be entitled to seek the revocation of any proceedings or resolutions adopted at such meeting on account of any defect in the notice of such meeting relating to the time or the place thereof.

Notwithstanding the aforesaid, the Board may convene a meeting without prior notice, under urgent circumstances, provided the majority of the Directors have agreed to the convening of the meeting.

At the request of any Director, the Secretary will summon a meeting of the Board of Directors.
The Chairman of the Board of Directors shall take the chair at all meetings of the Board of Directors, but if there is no Chairman, or if at any meeting he is not present within fifteen (15) minutes of the time appointed for the meeting, or if he is unwilling to take the chair at the meeting, the Directors present shall choose one Director to serve as the Chairman of such meeting.
A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the Law and the Articles of the Company at that time vested in or exercisable by the Board of Directors.
Directors may participate in a Board meeting or Board committee meeting by means of a telephone conference or other communications media, provided that all participating Directors can hear each other simultaneously. Participation by such means will be considered as presence in person at a meeting.

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All acts done at any meeting of the Board of Directors, or of a Committee of the Board of Directors, or by any person acting as a Director shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of such Directors or members of a Committee of the Board of Directors or persons acting as aforesaid or any of them, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be Director or a member of such Committee of the Board of Directors.
A resolution in writing signed by all of the Directors or to which all of the Directors have agreed in writing or by telephone or facsimile, shall be as valid and effective for all purposes as if passed at a meeting of the Board of Directors duly convened and held, and for the purpose of this Article "Director" shall include, if duly appointed therefor, a Substitute Director.
A resolution in writing signed by the Chairman will serve as evidence of a resolution passed at a duly convened meeting of the Board of Directors.

Committees of the Board of Directors

Subject to the applicable provisions of the Law regarding matters that the Board may not delegate to a committee, the Board of Directors may delegate any of its powers to committees consisting of at least three (3) Directors, provided that each such committee shall include at least one (1) External Director. The Board of Directors may from time to time revoke such delegation or alter the composition of any such committee. Any committee so formed will exercise its powers in accordance with any directions given to it by the Board.
A Board committee may elect a chairman. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the committee members present may choose a committee member to be chairman of the meeting. Unless otherwise specifically directed by the Board of Directors and subject to the provisions of the Law, the meetings and proceedings of any committee will be governed by the applicable provisions in these Articles regulating the meetings and proceedings of the Board.
A committee may meet and adjourn as its members may determine. Issues arising at any meeting will be determined by a majority of votes of the members present. In case of a tie the chairman of the committee will not have a second or tie-breaking vote.
The Board of Directors may appoint an Audit Committee composed of Directors qualified under the Law to serve on the Audit Committee. The Audit Committee will act according to the requirements of the Law.

Local Management

The Board of Directors may from time to time, provide for the management and transaction of the affairs of the Company in any specified locality, whether in Israel or abroad, in such manner as it deems fit, and the provisions contained in the next following Article shall be without prejudice to the general powers vested by these Articles on the Board of Directors.
The Board of Directors may from time to time, and at any time, establish any local board or agency for managing any of the affairs of the Company in any such specified locality, and may appoint any person to be a member of such local board, or any manager or agent, and may fix their remuneration. Subject to the provisions

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of the Law, the Board of Directors may from time to time, and at any time, delegate to any person so appointed any of the powers, authorities and discretions at that time vested in the Board of Directors, on such terms and subject to such conditions as the Board of Directors deems fit, and the Board of Directors may at any time remove any person so appointed and may revoke or vary any such delegation.

General Manager/ Managing Director

The Board of Directors shall from time to time appoint one or more persons, whether or not Directors as Chief Executive Officer or Officers, General Manager or Managers, or President of the Company, either for a fixed or an unlimited term, and from time to time (subject to any provisions of the Law and of any contract between any such person and the Company) remove or dismiss him or them from office and appoint another or others in his or their stead.
The remuneration of a General Manager, Chief Executive Officer and President, shall from time to time (subject to the provisions of the Law and any contract between him and the Company) be determined by the Board of Directors.
The General Manager shall be responsible for the day-to-day management of the Company's affairs within the framework of the Company's policy set by the Board of Directors and subject to its directions; he shall have all management and execution powers not vested by the Law or these Articles in any other Organ, and he will be subject to the supervision of the Board of Directors. Subject to the provisions of the Law, the Board of Directors may from time to time, and at any time, entrust to and confer upon the General Manager such powers exercisable under the Articles by the Board of Directors as it may deem fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions, as it deems expedient; and it may confer such powers, either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the Board of Directors in that behalf; and may from time to time revoke, withdraw, alter, or vary all or any of such powers.

Dividends and Reserves

The Board of Directors may from time to time declare and cause the Company to pay to the Shareholders such interim or final dividend as the Board of Directors deems appropriate considering the profits of the Company and in compliance with the provisions of the Law. The Board may set the dividend record date (which date may be on or after the date of declaration) and the time for payment.
No dividend shall be paid otherwise than out of the profits of the Company.
No dividend shall be paid other than in compliance with the provisions of the Law; and no dividend shall carry interest as against the Company.
The Board of Directors may, before declaring any dividend, set aside, out of the profits of the Company, such sums as it deems appropriate, as a reserve fund to meet contingencies, or for equalization of dividends, or for special dividends, or for repairing, improving and maintaining any of the property of the Company, or for such other purposes as the Board of Directors shall in its absolute discretion deem conducive to the interests of the Company; and may invest such sum(s) so set aside in such investments as it may deem fit, and from time to time vary such investments, and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve fund into such special funds as it deems fit, and use the reserve fund or any part thereof in the business of the Company, and that

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without being bound to keep the same separate from the other asset of the Company.

Subject to special rights of Shareholders and subject to the provisions of these Articles, dividends, whether in cash or in bonus shares, shall be paid or distributed, as the case may be, to Shareholders pro rata to the amount paid up or credited as paid up on account of the nominal value of their shares, without taking into consideration any premium paid thereon; but the amount paid up on account of a share prior to call being made thereon or prior to the due date for payment thereof, and on which the Company is paying interest, shall not, for purposes of this Article, be deemed to be an amount paid up on account of a share. Notwithstanding the above, and to the extent that the rights attached to the shares or the terms of issue thereof otherwise provide, the Board of Directors may determine that any amount paid on a share during the period in respect of which the dividend has been declared shall entitle the holder of such share only to a proportionate amount of the dividend having regard to the date of the payment of the said amount of capital.
Unless otherwise directed by the Board of Directors or by a General Meeting, any dividend may be paid by check or bank transfer to the registered address of the Shareholder; or in case of joint Shareholders, to the one of them first named in the Register regarding the joint holding. The receipt of the person whose name on the record date appears on the Register as the owner of any share, or in the case of joint Shareholders, of any one of such joint Shareholders, will be sufficient evidence of all payments made for such share. All dividends unclaimed after having been declared may be invested or otherwise used as directed by the Board for the benefit of the Company until claimed. Upon the lapse of seven (7) years from the declaration of such dividends, the Company will have no obligation to pay the unclaimed dividend. No unclaimed dividend or interest will bear interest from the Company.
Without derogation from the provisions of Section 115, upon the recommendation of the Board of Directors approved by a resolution at a General Meeting, any General Meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the reserve fund, or to the credit of the reserve fund for the redemption of capital or in the hands of the Company and available for distribution of dividends, or representing premiums received on the issue of shares and standing to the credit of the share premium account, be capitalized and distributed among such of the Shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion and on the same basis; and that all or any part of such capitalized fund be applied on behalf of such Shareholders in paying up in full, either at par or at such premiums as the resolution may provide, any unissued shares or debentures of the Company, which shall be distributed accordingly and shall be accepted by such Shareholders in full satisfaction of their rights in the said capitalized sum.
Without derogation from the provisions of Section 115, a General Meeting may resolve that a dividend be paid, in whole or in part, in cash and/or by the distribution of specific assets and, in particular, by distribution of paid-up shares, paid-up debentures, or debenture stock of any other company, or in any one or more combinations of such ways.
In order to give effect to any resolution regarding the distribution of shares or debentures by way of capitalization of profits as aforesaid, the Board of Directors may:
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(a) settle, in such manner as it deems fit, any difficulty arising with regard to the distribution and take any steps it deems fit to overcome such difficulty;
(b) issue certificates for fractions of shares or resolve that fractions of a lesser amount than that decided upon by the Board of Directors will not be taken into account for the purpose of adjusting the rights of the Shareholders, or sell fractions of shares and pay the net consideration to the persons entitled thereto;
(c) sign on the Shareholders' behalf any contract or other document that may be required in order to give effect to the distribution, and in particular it may sign and submit for registration a contract as mentioned in section 291 of the Law;
(d) make any arrangement or other settlement required, in the board of directors' opinion, to facilitate the distribution.

The Board of Directors may deduct from any dividend or other amount to be paid in respect of shares held by any Shareholder, whether alone or together with another Shareholder, any sum or sums due from him and payable by him, alone or together with any other person, to the Company on account of calls or the like.
If several persons are registered as joint holders of any share, any one of them may give valid receipts for any dividends payable on the share.

Minutes

The Board of Directors shall cause minutes to be duly entered in books provided for that purpose:

(a) of the names of the Directors present at each meeting of the Board of Directors and of any Committee of the Board of Directors;
(b) of the names of the Shareholders present at each General Meeting;
(c) of all directions given by the Board of Directors to any Committee of the Board of Directors;
(d) of the proceedings and resolutions of General Meetings and of meetings of the Board of Directors and Committees of the Board of Directors.

Any minutes, as aforesaid, of a meeting of the Board of Directors, which is confirmed and signed by the chairman of the meeting or by the Chairman of the Board of Directors, and any minutes of a meeting of a Committee of the Board of Directors or of a General Meeting, if signed by the chairman of such meeting, shall be accepted as prima facie evidence of the matters therein recorded.

Stamp and rights of signature

The Company shall have at least one rubber stamp, and the Board of Directors shall provide for the safe custody of such stamp.
The Board of Directors shall be entitled to authorize any person(s) (even if such person(s) is/are not Director(s) of the Company) to act and sign on behalf of the Company, and the acts and signatures of such person or persons on behalf of the Company shall bind the Company insofar as such person or persons acted and signed within the scope of his or their authority.

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The Secretary, officers and Attorneys

Unless otherwise determined by the Board of Directors, the General Manager may from time to time appoint a Secretary for the Company, as well as other officers, personnel, agents and employees, to permanent, temporary or special positions, and the General Manager may determine and/or modify their titles, powers, duties, remuneration, salaries and bonuses, subject to the provisions of the Law. The General Manager may from time to time, in its discretion, revoke such appointments, modify their scope, or suspend the service of any one or more of such persons.
The General Manager may from time to time, and at any time, by power of attorney, appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Board of Directors, to be the Company's Attorney or Attorneys for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the General Manager under the Law or these Articles), and for such period and subject to such conditions as it deems fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such Attorney as the General Manager may deem fit, and may also authorize any such Attorney to delegate all or any of the powers, authorities and discretions vested in him.

Accounts

The Board of Directors will cause the Company's books of accounts to be kept in accordance with legal requirements. A Shareholder who is not a Director shall not have any right of inspecting any account or book or document of the Company except as conferred upon him by Law or authorized by the Board of Directors or by the General Meeting.
The Company will issue financial statements as required by the Law and other applicable laws. The issued financial statements will be available for inspection by the Board of Directors and Shareholders at the Registered Office during regular office hours.

Independent Certified Accountants

The Company will appoint Independent Certified Accountants at a General Meeting. The Independent Certified Accountants will hold office until the end of the next Annual Meeting. However, the Shareholders at a General Meeting may remove the Independent Certified Accountants or extend the term of appointment for up to three (3) years.
Subject to the provisions of the Law, the extent of work of the Independent Certified Accountants and his fee will be set and approved by the Board of Directors.

Internal Auditor

(a) The Board of Directors, subject to the recommendation of the Audit Committee, will appoint an Internal Auditor for the Company. The Internal Auditor will report to the General Manager.

(b) The Internal Auditor may only be removed or replaced in accordance with the applicable provisions of the Law.

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Mergers

To the extent any Merger, as defined in the Law, is not exempt from approval by a General Meeting, then, notwithstanding Section 327 of the Law, the Company may approve that Merger by a resolution adopted by a simple vote cast at a General Meeting, not taking into account abstentions.

Notices

Notices by the Company to a Shareholder shall be given in accordance with the relevant provisions of any applicable law.
Notwithstanding anything to the contrary contained herein, a notice published by the Company in at least two (2) daily newspapers published in Israel shall be deemed to have been given to all Shareholders of the Company and any other person for whom such notice is designated.
Notice to joint Shareholders may be given by sending it only to the Shareholder first named in the Register for the applicable shares.
(a) The Board of Directors may authorize other methods of notice to Shareholders that are consistent with the Law.

(b) Notices of General Meetings will contain the information required by the Law. However, the Company shall not be obligated to give personal notice of General Meetings to each and every Shareholder.

Exemption, Insurance and Indemnity

The Company may exempt any Officer from his liability to the Company for breach of duty of care, to the maximum extent permitted by law, before or after the occurrence giving rise to such liability.
Subject to the provisions of the Law, the Company may exempt and release in advance or retroactively, any Officer from liability resulting from his breach of his duty of care to the Company.
Subject to the provisions of the Law, the Company may procure, as the Board may from time to time determine, Directors' and Officers' liability insurance covering the liabilities of an Officer for any act done by him by virtue of being an Officer, in respect of any of the following:

(a) breach of duty of care towards the Company or towards any other person;

(b) breach of fiduciary duty towards the Company, provided that such Officer acted in good faith and had a reasonable basis to assume that his action would not harm the interests of the Company;

(d) expenses, including reasonable litigation expenses and legal fees, incurred by an Officer in relation to a proceeding instituted against such Officer: (1) pursuant to the provisions of Chapter H'3 ("Imposition of Financial Sanctions by the Israeli Securities Authority") of the Israeli Securities Law, 5728-1968 (the "Securities Law"), or (2) pursuant to the provisions of Chapter H'4 ("Imposition of Administrative Enforcement Measures by the Administrative

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Enforcement Committee") of the Securities Law, or (3) pursuant to the provisions of Chapter I'1 ("Arrangement for the Avoidance of taking or Cessation of Proceedings, subject to Conditions") of the Securities Law, all as may be amended from time to time, or (4) pursuant to the provisions of Chapter VII ("Penalties and Remedies") of the Israeli Restrictive Trade Practices Law, 5748-1988;

(e) payment to a party injured by an infringement pursuant to section 52ND(a)(1)(a) of the Securities Law; or
(f) any other event for which insurance of an Officer is or may be permitted.

Subject to the provisions of the Law, the Company may undertake in advance or retroactively to indemnify any past or present Officer in respect of a liability or expense as detailed in Article 146 below, imposed on or incurred by him as a result of an act carried out in his capacity as an Officer. However, if made in advance, such undertaking relating to monetary liability imposed on the Officer in favor of a third party, will be limited to the kinds of events that, in the Board's opinion, are foreseeable at the time of the approval of the indemnification undertaking and will be limited to the amount fixed by the Board as reasonable under the circumstances which shall not exceed 25% of the Company's equity pursuant to the latest financial statements of the Company known at the time at which the indemnity is being paid. Any such indemnification undertaking shall list the events that in the opinion of the Board are foreseeable in light of the Company's actual operations at the time of the granting thereof, together with the amount or criteria determined by the Board to be reasonable in the given circumstances.
An indemnity, as provided in Article 145 above, may be issued in respect of a liability or expense as detailed hereunder, imposed on or incurred by an Officer pursuant to an act conducted in his role as an Officer of the Company:

(a) a monetary liability imposed on the Officer in favor of a third party under a judgment, including a judgment by way of compromise or a judgment of an arbitrator approved by a court;
(b) reasonable litigation expenses, including attorney fees, paid by the Officer pursuant to an investigation or proceeding conducted against such Officer by an agency authorized to conduct such investigation or proceeding, and which investigation or proceeding (i) concluded without the filing of an indictment against such Officer and without a financial obligation imposed against such Officer in lieu of a criminal proceeding, or (ii) concluded without filing an indictment against such Officer but with a financial obligation imposed against such Officer in lieu of a criminal proceeding for an offense that does not require proof of criminal intent, or (iii) with respect to financial sanctions.

For the purpose herein, the term "conclusion of a proceeding without filing an indictment" regarding a matter in which a criminal proceeding was initiated, shall mean the closing of a file pursuant to Article 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982 (the "Criminal Procedure Law") or a stay of process by the Attorney General pursuant to Article 231 of the Criminal Procedure Law; and

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The term "financial obligation imposed in lieu of a criminal proceeding" shall mean a financial obligation imposed by law as an alternative to a criminal proceeding, including an administrative fine pursuant to the Administrative Offenses Law, 5746-1982; a fine for committing an offense categorized as a finable offense pursuant to the provisions of the Criminal Procedure Law; financial sanction or a forfeit.

(1) proceedings issued against him by or on behalf of the Company or by a third party;

(2) criminal proceedings in which the Officer was acquitted; or

(3) criminal proceedings in which he was convicted in an offense, which did not require proof of criminal intent; or

(d) expenses, including reasonable litigation expenses and attorney fees, incurred by an Officer in relation to a proceeding instituted against such Officer: (1) pursuant to the provisions of Chapter H'3 ("Imposition of Financial Sanctions by the Israeli Securities Authority") of the Securities Law, or (2) pursuant to the provisions of Chapter H'4 ("Imposition of Administrative Enforcement Measures by the Administrative Enforcement Committee") of the Securities Law, or (3) pursuant to the provisions of Chapter I'1 ("Arrangement for the Avoidance of taking or Cessation of Proceedings, subject to Conditions") of the Securities Law, all as may be amended from time to time, or (4) pursuant to the provisions of Chapter VII ("Penalties and Remedies") of the Israeli Restrictive Trade Practices Law, 5748-1988; and

(e) payment to a party injured by an infringement pursuant to section 52ND(a)(1)(a) of the Securities Law.

(f) any other liability or expense for which the indemnification of an Officer is not precluded by Law.

Subject to the provisions of the Law, the Company may issue an undertaking in advance or retroactively to indemnity any person, including an Officer, who acts or acted on behalf or at the request of the Company as a director or officer of another company in which the Company, directly or indirectly, is a shareholder, or in which the Company has any other interest. Such indemnity will be in respect of a liability or expense referred to in Article 146 above, imposed on him as a result of an act carried out by him in his capacity as a director or officer of the other company. However, such undertaking, if made in advance, will be limited to the kinds of events that, in the Board's opinion, are foreseeable at the time of the approval of the indemnification undertaking and will be limited to the amount set by the Board as reasonable under the circumstances which shall not exceed $25\%$ of the Company's Shareholders Equity for the time being.
Subject to the provisions of the Law, nothing in these Articles will limit the Company, in any manner, from entering into an agreement of liability insurance, or in granting an exemption or indemnification in respect of:

(a) an Officer, or a director or officer of another company as provided in Article 147 above, to the extent that the insurance, exemption or indemnity is not prohibited by law; or

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(b) any person who is not an officer, or a director of another company as provided in Article 147 above, including but not limited to employees and representatives of the Company.

Reorganization and Winding Up

If the Company will be wound up voluntarily the liquidators may, with the approval of a Special Majority of the Shareholders voting at a General Meeting, divide among the Shareholders any part of the Company's assets remaining after payment of all of the Company's outstanding obligations. Such approval may also vest any part of the Company's assets to trustees under trusts for the benefit of the Shareholders as the liquidators may determine.
On any sale of the Company or its assets through a liquidation or winding-up, a Special Majority of the Shareholders voting at a General Meeting may authorize the Board of Directors or liquidators to:

(a) accept fully or partly paid up Shares, debentures, or other Company securities, whether registered in Israel or in other jurisdictions, whether existing or contingent, for the purchase in whole or in part of Company property and, if the profits of the Company permit, distribute such shares, securities or any other Company property among the Shareholders without requiring their realization, or vest the same in trustees for their benefit; and/or

(b) distribute or appropriate the Company's cash, Shares, other securities, benefits or property as so approved at the General Meeting. In such case, all Shareholders will be bound to accept any valuation on distribution so authorized, and will waive all rights in relation to such valuation, except where otherwise required by law.

Amendments to Articles

These Articles may be amended, in whole or in part, by a Special Majority of the Shareholders voting at a General Meeting.

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The Companies Ordinance Public Company Limited by Shares

Memorandum of Association

Company Name: Delta Galil Industries Ltd.
The objects for which the Company is established are: -*

(a) (1) To engage in the industry and trade of all kinds of textile fibers and textile raw materials, all kinds of yarn, threads, sewing threads, ropes, semi-finished products, fabrics, knitwear, socks, ready-made clothes and apparel and all kinds of textile products and all kinds of goods and products similar to it, close to it, related to it or derived from it.

The terms "textile fibers" and "textile raw materials" whenever mentioned and to be mentioned in this Section 2 and in all its paragraphs include:

Vegetable fibers and materials, animal fibers and materials, artificial, organic, non-organic, chemical, synthetic, mineral and others already known and already used in the textile industry and those not known until now and which will be known or invented in the future and which could be used for the textile industry such as: cotton, flax, jute, ramie, wool, all kinds of wool, hair, feathers, skins, silk, all kinds of artificial wool, all kinds of artificial silk, viscose, cellulose, cellulose yarn, cellophane, nylon, acetate, fibers and materials from paper, from straw, from metal, skins and furs and all kinds of mixed fibers and materials from the above, and all kinds of other fibers and materials that could be used for spinning, weaving, knitting, braiding, sewing, dyeing and similar actions.

The term "textile products" whenever mentioned and to be mentioned in this Memorandum includes: raw materials and semi-finished products and ready-made products from all kinds of textile fibers and all kinds of textile raw materials.

(2) To acquire, organize, prepare, develop, manage, hand over with plantations, crops, herds, laundries, laboratories, workshops and factories for the production, preparation and processing of all kinds of textile fibers and textile raw materials in Israel and abroad and to produce from these fibers and from these raw materials all kinds of yarn, threads, ropes, raw materials, semi-finished products and textile products, and to engage in Israel and abroad in the industry of all these as manufacturers and in the trade of all these as merchants.

(3) To engage in Israel and abroad in the industry of spinning, winding, warping, polishing, twisting, mercerizing, bleaching, dyeing and printing of all kinds of yarn, threads and ropes and in the industry of weaving, knitting, braiding, production of socks, loops, bleaching, dyeing, finishing, and printing of all kinds of textile products and in sewing and garment manufacturing, making and completing all kinds of towels, blankets, white sheets, clothing and ready-made clothes, curtains, handkerchiefs, scarves, gloves, suspenders, palms, hats, sweaters, prayer shawls and the like.

(4) To engage in Israel and abroad as merchants of all kinds of textile raw materials, all kinds of yarn, ribbons, sewing threads and ropes and of all kinds of fabrics, knitwear (tricot and tricotgen), socks, braided products, towels, blankets, sheets, linens, scarves, handkerchiefs, curtains, gloves, suspenders, palms, hats, sweaters, clothes, prayer shawls, and all kinds of products for clothing and use and other clothes and all kinds of textile products and all kinds of forms and processes and all kinds of skins and furs and all kinds of similar production, close to it, related to it or derived from it and in all kinds of products in general from Israel and abroad.

(b) To locate, examine, promote, finance and implement in any way whatsoever research and development projects in all fields, and without prejudice to the generality of the above: in the fields of science, technologies, industry, medicine and agriculture; to exploit and realize such projects.

(c) To engage in all kinds of other trade and to perform all kinds of other permanent or incidental actions derived from engagement in all kinds of the above-mentioned actions or also not derived from them, and related to them and not related to them, similar to them and not similar to them and in all kinds of actions and trade businesses that appear likely to be beneficial to the company or its members or calculated to increase the value of or make profits from any of the company's affairs, its property, its rights in the present and future, directly or indirectly, in Israel or abroad.

As amended by an Extraordinary General Meeting on 18.3.1982.
2 -

(d) To engage as importers, exporters, merchants and agents of goods of all kinds.

(e) To establish, found, open, acquire, deliver, organize, manage, develop, build, in whole and in parts, enterprises, companies, associations, industrial plants, various businesses and trading houses, warehouses, shops, offices, branches and departments, within the framework of the objectives in subsections (a) and (b) above.

(f) To unite or merge with a business, enterprise, individual and association under the name of the company or under another name and to include in this all the company's property and its enterprises, businesses and rights or only part of them and to receive for the company's business all the property, enterprises, businesses and rights of the enterprise or enterprises with which the company has united or merged, all or only part of them, immediately or in the future.

(g) To acquire and buy and sell by way of purchase, lease, rental and in any other form, lands for the company's purposes, for itself or as a trustee for other companies.

(h)

To issue security/securities of all kinds, types and forms and to issue BONDS with or without fixed interest, with or without participation in the company's profits or both together, for fixed or non-fixed times, increased or repaid on certain dates, to pledge for their security and to secure payments all kinds of assets and rights, security/securities and the whole or part of the company's property, in the present or future or both together and also to redeem and pay off the above at any time and season and in any manner and form.

(i) To act as agents, exporters and importers of other enterprises, companies and persons.
(j) To do all the above things or any of them from all parts of the world by themselves or as agents, contractors, trustees or otherwise by or through trustees, agents or otherwise, whether alone or in partnership with others.
(k) To carry out the powers as specified in the Second Schedule of the Companies Ordinance 1929-1936, as if they were detailed above.
(l) It is hereby declared that the word "company" in this section shall include any partnership or other association of persons, whether registered or unregistered, whether their place of residence is in the State of Israel or elsewhere, and the intention is that the objects specified in each paragraph of this section, except where expressly stated otherwise in any paragraph, shall be primary objects standing in their own right, and shall in no way be limited or restricted by the provisions of any other paragraph from the company's name and the company shall have all the powers specified in the second schedule to the Ordinance of 1929-1936 which do not conflict with the contents of the Memorandum of Association and the Articles of the company.

The liability of the members is limited.
The registered share capital of the company is as shall be registered from time to time in the company's Articles of Association.

We, the undersigned, whose names and addresses are given here below, wish to incorporate hereby into a company in accordance with the above Memorandum of Association and agree to take the number of shares in the company's capital as set out next to our names following one after another below.

Names of Subscribers Addresses and Descriptions	Number of Shares taken by each Subscriber	SIGNATURE
Muller Textile Corporation Nahariya (Foreign company registered in Israel)	1999
Erich Muller President of Muller Textile Corporation, Nahariya	1

6th day of March 1961

Appendix B - Consent Letter from the Accountants

J-2

May 18, 2026

To:

The Board of Directors of Delta-Galil Industries Ltd. ("the Company")

Dear Sirs,

Re:Consent letter for inclusion in connection with a shelf prospectus of the Company to be published in May 2026

We hereby inform you that we agree to the inclusion (including by way of reference) of our reports detailed below in connection with the shelf prospectus which is scheduled to be published in May 2026.

A. The independent auditor's report dated February 17, 2026, on the consolidated financial statements of the Company as of December 31, 2025, and for the year ended on that date.

B. Special report of the independent auditor dated February 17, 2026, on separate financial information according to Regulation 9C of the Securities Regulations (Periodic reports and Immediate reports), 1970, as of December 31, 2025, and for the year ended on that date.

C. The independent auditor's report dated February 17, 2026, on the audit of internal control components over financial reporting of the Company as of December 31, 2025.

D. Review report of the independent auditor dated May 11, 2026, on condensed consolidated financial information of the Company as of March 31, 2026, and for the three-month period ended on that date.

E. Special report of the independent auditor dated May 11, 2026, on separate condensed financial information of the Company as of March 31, 2026, and for the three-month period ended on that date according to Regulation 38D of the Securities Regulations (Periodic reports and Immediate reports), 1970.

Respectfully,

Kesselman & Kesselman

Accountants

PwC Israel

Kesselman & Kesselman, 146 Menachem Begin Rd., Tel-Aviv 6492103, Israel, P.O.B. 7187 Tel-Aviv 6107120

Phone: +972-3-7954555, Fax: +972-3-7954556, www.pwc.com/il

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Chapter 10 - Additional Details

10.1. Legal Opinion

The Company received the following legal opinion:

May 20, 2026

Delta Galil Industries Ltd.

Dear Sir/Madam,

Re: Delta Galil Industries Ltd. ("the Company") - Shelf Prospectus of the Company dated May 20, 2026 (hereinafter: the "Shelf Prospectus")

In accordance with the Company's request, we hereby express our opinion that the directors of the Company were duly appointed and their names are mentioned in the Shelf Prospectus.

We agree that this opinion of ours will be included in the Shelf Prospectus.

Sincerely,

Adva Bitan, Adv. Yael Assor, Adv.

Goldfarb Gross Seligman & Co.

Electra Tower, 98 Yigal Alon St., Tel Aviv 6789141 | 03-608-9999

Circular Tower, 1 Azrieli Center, Tel Aviv 6701101 | 03-607-4444

Möhlebachstrasse 86, 8008 Zurich

www.goldfarb.com

[email protected]

10.2. Allotment of securities for consideration other than full cash

In the two years preceding the date of the prospectus, the Company did not allot and did not undertake to allot securities for consideration that is not entirely in cash, except for the allotment of warrants and restricted share units to employees and consultants, as detailed in Note 14b to the financial statements included in the Periodic report for the year 2025, included in this Shelf Prospectus by way of reference.

10.3. Commissions regarding other securities

In the two years preceding the date of this Shelf Prospectus, the Company has not paid nor undertaken an obligation to pay a commission in connection with the underwriting or subscription of securities it has issued.

10.4. Inspection of Documents

Copies of this Shelf Prospectus, the permit for its publication, the financial statements, the Company's current reports, the Articles of Association and Memorandum of Association of the Company, the certifications and the opinions included or mentioned in this Shelf Prospectus are available for inspection at the Company's office, during regular business hours. Furthermore, this Shelf Prospectus is available for public inspection on the distribution website of the Israel Securities Authority at: www.magna.isa.gov.il and on the website of the Tel-Aviv Stock Exchange Ltd. at: www.maya.tase.co.il.

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Chapter 11 - Signatures

The Company:

Delta Galil Industries Ltd.

The Directors:

Isaac Dabah

Noam Lautman

Richard Hunter

Shlomo Sherf

Zipora Carmon

Yehoshua Gold

Israel Baum

Pnina Agenyahu

Yonatan Kolodny

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AI assistant

Delta Galil — Capital/Financing Update 2026

6744_rns_2026-05-19_00be6fa3-01de-4699-a1ec-cab1aec37659.pdf

Delta Galil Industries Ltd. ("The Company")

Shelf Prospectus

Table of Contents

Chapter 1 - Introduction

Chapter 2 - Securities Offer Details

Chapter 3 - Company Capital and its Holders

Chapter 4 - Rights Attached to the Company's Shares

Chapter 5 - Issuance Proceeds and their Purpose

Chapter 6 - Description of Company's Business

Chapter 7 - Company Management

Chapter 8 - Interested Parties in the Company

Chapter 9 - Financial Statements

Chapter 10 - Additional Details J-1

Chapter 11 - Signatures K-1

Chapter 1 - Introduction

1.1 Definitions

1.2 General

1.3 Permits and Approvals

1.4 Share Capital, Funds and Surpluses

1.5 Composition of Equity of the Company as of December 31, 2025

1.6 BONDS of the Company Outstanding

Chapter 2 - Details of the Securities

Chapter 3 - Company Capital and Holders Thereof

3.1. Company Capital

3.1.1. Registered and Issued Share Capital of the Company

3.1.2. Changes in the registered capital of the company in the three years preceding the date of the prospectus

3.1.3. Changes in the issued and paid-up capital of the company in the three years preceding the date of the prospectus

3.1.4. Interested parties holding company securities

3.1.5. Below are details of the highest and lowest closing price (dividend-adjusted) of the company's share on the TASE from January 1, 2024, until close to the date of this shelf prospectus (data in

3.2. Control of the Company

3.3. Equity compensation plan for employees and officers in the company

Chapter 4 - The Rights Attached to the Company's Shares

4.2.5. Arrangement under Section 81 of the Companies Law:

Chapter 6 - Description of the Company's Business

6.1. General

6.2. Material Changes and Developments relative to Information Appearing in the Periodic report for the year 2025

6.3. Board of Directors Report on the State of the Company's Affairs

6.4. General Description of Subsidiaries and Affiliated Companies

6.5. Holders in Subsidiaries and Affiliated Companies

6.6 Profits, Interest Income, and Dividend from Subsidiaries and Affiliated Companies for each of the years 2024 and 2025 (in thousands of dollars):

6.7 List of Investments in Subsidiaries and Affiliated Companies

Chapter 7 - Company Management

7.1. The Company's Board of Directors

7.2. Senior officers in the Company (who are not directors)

7.3. Provisions of the Company's Articles of Association relating to the Company's Board of Directors

7.4. Independent Authorized Signatories

7.5. Additional Details

Chapter 8 - Interested Parties in the Company

8.1. Remuneration to Interested Parties and Senior Officers

8.2. Details on Remuneration After the Date of the 2025 Financial Statements and Until the Date of this Shelf Prospectus

8.3. Transactions with Controlling Shareholders

8.4. Securities of the Company, Subsidiaries, and Affiliated Companies

Chapter 9 - Financial Statements

9.1. Financial Statements

9.2. Report on the Effectiveness of Internal Control

9.3. Auditor's Consent Letter

9.4. Event Report

9.4.1.

THE COMPANIES LAW

ARTICLES OF ASSOCIATION

OF

Interpretation

Public Company

Permissible Objects

Name and Registered Office

Share Capital

Alteration of Share Capital

Allotment and Rights of Shares

Repurchase of shares

Share Register and Share Certificates

Share Warrants, Options and Debentures

Lien on Shares

Calls on Shares: Forfeiture of Shares

Conversion of Shares into Stock

Transfer of Shares

Transmission of Shares upon Death, Bankruptcy or Dissolution

Borrowing Powers

Delta Galil Capital/Financing Update 2026