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Delta Galil Proxy Solicitation & Information Statement 2026

Jun 8, 2026

6744_rns_2026-06-08_8156c842-db80-4c42-8bee-8b898a16f060.pdf

Proxy Solicitation & Information Statement

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

Delta Galil Industries Ltd.

("The Company")

Proxy Card according to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 (hereinafter: "Voting in Writing Regulations")

Proxy Card - Part One

  1. Company Name: Delta Galil Industries Ltd.
  2. Type of General Meeting, Date and Place of Convening: Annual General Meeting of the Company's shareholders, which will convene on Wednesday, July 15, 2026, at 15:00 (hereinafter: the "Meeting"), at the Company's offices at 45 HaEshel Street, Caesarea (hereinafter: the "Company's Offices").
  3. Details of the Agenda Item:

Approval of the renewal of the terms of tenure and employment of the Company's CEO, Mr. Isaac Dabah, who is a controlling shareholder in the Company and also serves as a director in the Company

Approval of the renewal of the terms of tenure and employment of the Company's CEO, Mr. Isaac Dabah, who is a controlling shareholder in the Company and also serves as a director in the Company, for a period of three years starting on May 1, 2026, and until April 30, 2029, and in accordance with the terms detailed in Part A of the Meeting Summons Report to which this proxy card was attached (hereinafter: the "Summons Report").

For further details see Part A of the Summons Report.

Proposed Resolution Version:

To approve the renewal of the terms of tenure and employment of the Company's CEO, Mr. Isaac Dabah, a controlling shareholder in the Company who also serves as a director in the Company, as detailed in Part A of the Summons Report, for a period of three years starting on May 1, 2026, and until April 30, 2029.

  1. The Place and Hours where the Full Version of the Proposed Resolutions can be Inspected

A copy of the immediate report regarding the said Meeting (to which this proxy card is attached), containing the full version of the proposed resolutions, will be available for inspection at the Company's offices, by prior coordination by phone: 076-8177009 on Sundays-Thursdays, during accepted working hours, until the date of the Meeting. In addition, the immediate report can be inspected as published on the MAGNA distribution site at www.magna.isa.gov.il and on the TASE website at www.maya.tase.co.il.

  1. The Required Majority

5.1. The majority required for the approval and adoption of the resolution on the agenda item is an ordinary majority of the votes of the voters at the Meeting, provided that one of the following is met:


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

5.1.1. The majority count at the general meeting shall include a majority of all votes of shareholders who are not controlling shareholders and do not have a personal interest in the approval of the transaction, participating in the vote. In the count of all the votes of the said shareholders, the votes of those abstaining will not be taken into account; or

5.1.2. The total opposing votes from among the shareholders mentioned in section 5.1.1 above did not exceed a rate of two percent (2%) of the total voting rights in the Company.

6. Disclosure of Personal Interest

In accordance with Section 275 of the Companies Law and Regulation 7(a)(8) of the Voting in Writing Regulations, a shareholder participating in the vote regarding the resolution on the agenda shall notify the Company prior to the vote at the meeting, and if done via a proxy card, shall mark in the designated place in the proxy card whether they are a controlling shareholder, an interested party in the Company, have a personal interest in the resolution, are a senior officer, or an institutional investor (as these terms are defined in the Voting in Writing Regulations). Furthermore, additional connections between such a voter and the Company, the controlling shareholder, or a senior officer therein shall be noted and the nature of the connections shall be detailed. If the vote is conducted by power of attorney, such details shall be provided for the grantor of the power of attorney and also for the attorney-in-fact. If a shareholder has not notified as stated regarding the said resolutions - they shall not vote at the meeting and their vote shall not be counted in relation to those resolutions.

7. The Record Date for the Purpose of Participation and Voting at the Meeting

7.1. The record date for determining the eligibility of a shareholder in the Company to vote at the special general meeting, as stated in Section 182(c) of the Companies Law and Regulation 3 of the Voting in Writing Regulations, is Tuesday, June 16, 2026 (hereinafter: the "Record Date").

7.2. In accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 5769-2000 (hereinafter: "Ownership Proof Regulations"), a shareholder whose share is registered in their favor with a TASE Member, and that share is included among the shares registered in the shareholders' register in the name of a registration company, shall provide the Company with confirmation of their ownership of the share on the Record Date in accordance with the form in the appendix to the Ownership Proof Regulations.

7.3. A shareholder is entitled to appoint an attorney-in-fact who can participate and vote on their behalf at the Meeting in accordance with the Company's articles of association. The powers of attorney shall be deposited at the Company's offices at 45 HaEshel Street, Caesarea, at least 24 hours before the time of the Meeting or the adjourned Meeting. In the case of proper deposit before a meeting, no additional deposit is required before an adjourned meeting.

8. Quorum and Adjourned Meeting

8.1. In accordance with the Company's articles of association, a quorum for holding the Meeting will be formed when two shareholders who have at least one-third (1/3) of the voting rights are present, in person or by proxy (including presence by proxy, via proxy card, or voting via the electronic voting system), within half an hour from the time set for the opening of the Meeting.

8.2. If a quorum is not present as stated at the general meeting at the end of half an hour from the time set for the start of the Meeting, the Meeting shall be adjourned by one week, to the same hour and the same place, namely: on Wednesday, July 22, 2026, at 15:00, without any obligation to notify the shareholders thereof, or to such other day, hour, and place as the Board of Directors shall determine in a notice to the shareholders (hereinafter: the "Adjourned Meeting"). If a quorum is not present as stated at the Adjourned Meeting within half an hour after the time of convening the Adjourned Meeting, two shareholders present in person or by proxy and holding or representing at least ten percent (10%) of the voting rights in the Company shall constitute a quorum.

9. Voting Method at the General Meeting


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

9.1

A shareholder in whose favor a share is registered with a TASE Member and that share is included among the shares registered in the shareholder register in the name of the Company for Registrations of the Tel Aviv Stock Exchange Ltd. (hereinafter: "Unregistered Shareholder"), who wishes to vote at the Meeting, will be required to prove their ownership for the purpose of voting at the Meeting. An Unregistered Shareholder shall provide the Company with a proper confirmation from the TASE Member with whom their right to the share is registered, regarding their ownership of the share on the Record Date, in accordance with the version set forth in the Ownership Proof Regulations. An Unregistered Shareholder is entitled to receive the ownership confirmation from the TASE Member through whom they hold their shares, at the TASE Member's branch or by mail to their address in exchange for shipping fees only, if they so requested. A request in this regard shall be given in advance for a specific securities account.

9.2

In accordance with the provisions of Regulation 4A of the Ownership Proof Regulations, a certified electronic message under Section 44A5 of the Securities Law, concerning data of users of the electronic voting system, shall be deemed as ownership confirmation regarding any shareholder included therein.

9.3

Anyone who is a shareholder in the Company on the Record Date shall be entitled to participate in the Meeting and vote there personally or by proxy. Every letter of appointment for a representative shall be in writing and signed by the appointer or by an attorney-in-fact, and if the appointer is a corporation, the power of attorney shall be signed in the same manner as the corporation signs documents binding it, and an attorney's certification regarding the authority of the signatories to bind the corporation shall be attached to it. The letter of appointment for a messenger and a power of attorney or other certificate (if any) or a copy certified by an attorney, shall be deposited at the Company's offices at 45 HaEshel Street, Caesarea, no less than twenty-four (24) hours before the time of the Meeting or the Adjourned Meeting at which the attorney-in-fact intends to vote based on that power of attorney, subject to proof of ownership of the shares in accordance with the Ownership Proof Regulations. In addition, an Unregistered Shareholder on the Record Date will be entitled to vote at the Meeting also via the electronic voting system as detailed in Section 11 of this proxy card.

  1. Voting via the Proxy Card

10.1

On the subjects detailed in this report above, the Company's shareholders are entitled to vote via a proxy card.

10.2

In a written vote, the shareholder shall indicate their voting preference on the second part of the said proxy card and deliver it to the Company or send it to them by registered mail attached with ownership confirmation, such that the proxy card arrives at the Company's registered office no later than four (4) hours before the time of the Meeting, namely: Wednesday, July 15, 2026, until 11:00.

10.3

The address of the Securities Authority distribution site where the proxy cards and position statements (if any) are located, within the meaning of Section 88 of the Companies Law, is http://www.magna.isa.gov.il; the address of the TASE website where the proxy cards and position statements (if any) are located is http://maya.tase.co.il (hereinafter: the "Distribution Sites"). Voting via proxy cards will be done on the second part of each proxy card, as published on the Distribution Sites. A shareholder will be entitled to contact the Company directly and receive from it the version of the proxy card and position statements (if any).

10.4


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

A TASE Member shall send by email, free of charge, a link to the version of the proxy card and position statements to every Unregistered Shareholder holding shares through them, unless the shareholder notified that they are not interested in receiving a link or that they are interested in receiving proxy cards by mail in exchange for shipping fees only.

10.5

A shareholder is entitled to receive ownership confirmation at a branch of the TASE Member or by mail shipment if they so requested, and a request in this regard shall be given in advance for a specific securities account. Also, an Unregistered Shareholder may instruct that their ownership confirmation be transferred to the Company via the electronic voting system.

11. Voting via the Electronic System

After the Record Date, upon receiving an identification number and access code from the TASE Member and after an identification process, an unregistered holder will be able to vote in the electronic voting system. The deadline for voting in the electronic system is up to six (6) hours before the time of the Meeting, namely: Wednesday, July 15, 2026, until 09:00.

12. Voting in more than one way

If a shareholder voted in more than one way as mentioned, their later vote shall be counted, where a vote by a shareholder themselves at the meeting or by proxy shall be considered later than a vote via an electronic proxy card.

13. Position Statements

13.1. The deadline for submitting position statements by the shareholders to the Company is up to 10 days before the date of the Meeting (namely: Sunday, July 5, 2026). A shareholder is entitled to contact the Company and receive from it, free of charge, the position statements that reached it. The Company is entitled to submit to the Securities Authority and the TASE a position statement that will include the Board of Directors' response as stated in Section 88(c) of the Companies Law, up to five (5) days before the date of the Meeting (namely: Friday, July 10, 2026).

13.2. The Company shall send to shareholders registered in the shareholders' register a version of every position statement, no later than one business day after its receipt; a position statement including the Board of Directors' response as stated in Section 88(c) of the Companies Law shall be sent to such shareholders on the day of its submission to the Securities Authority and the TASE.

14. The Deadline for Submitting a Request to Include a Subject on the Agenda

14.1. In accordance with Section 66(b) of the Companies Law, one or more shareholders holding at least one percent (1%) of the voting rights at the general meeting may request from the Board of Directors to include a subject on the agenda of the general meeting, provided that the subject is suitable for discussion at the general meeting. In accordance with the Notice and Announcement Regulations, a request under Section 66(b) of the Companies Law shall be provided to the Company up to seven (7) days after the Meeting summons.

14.2. If the Company's Board of Directors found that a subject requested for inclusion on the agenda is suitable for discussion at the general meeting, the Company shall prepare an updated agenda and publish it on the Distribution Sites no later than seven (7) days after the deadline for submitting the request to include


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

an additional subject on the agenda. It is clarified that the publication of an updated agenda does not change the Record Date as set in the notice of the Meeting summons.

15. Inspection of Proxy Cards and Position Statements

One or more shareholders holding on the Record Date shares at a rate constituting five percent or more of the total voting rights in the Company (namely: 1,311,650 ordinary shares of the Company or more, calculated by neutralizing 690,462 treasury shares), as well as anyone who holds such a rate out of the total voting rights not held by the controlling shareholder in the Company as defined in Section 268 of the Companies Law (namely, 660,796 ordinary shares of the Company or more), is entitled to inspect at the Company's registered office, during accepted working hours, the proxy cards and voting records via the electronic voting system that reached the Company, personally or through a messenger on their behalf, after the convening of the general meeting.

16. Securities Authority Power

In accordance with Regulation 10 of the Transactions with a Controlling Shareholder Regulations, the Securities Authority (hereinafter: the "Authority") or an employee it has authorized is qualified to instruct the Company, within twenty-one (21) days from the date of submission of this report, to provide an explanation, detail, information, and documents in connection with a detail from

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

The details provided in the immediate report, within the period it shall determine, and they are also entitled to instruct the company to amend this report according to the explanation, detail, information, and documents as stated, within a period they shall determine. If such an instruction is given, the Authority may instruct the postponement of the general meeting date to a date that shall occur no earlier than three (3) business days and no later than thirty-five (35) days from the publication date of the amendment to this report. The company will submit an amendment according to such instruction, send it to the shareholders, and publish a notice regarding it, in the manner established in the regulations for a transaction with a controlling shareholder, all unless the Authority has instructed otherwise. If an instruction was given regarding the postponement of the meeting date, the company shall report the instruction in an immediate report.

17. Changes in the meeting agenda and the deadline for providing an amended proxy statement

After the publication of this proxy statement, there may be changes to the agenda, including the addition of topics to the agenda, and position statements may be published; the updated agenda and position statements that will be published, if any, can be viewed in the company's reports on the distribution site, the address of which is detailed in section 4 above.

If a request is made to add a topic to the agenda of the meeting and the company decides to publish an updated proxy statement (including additional topic(s) as stated), then the company will publish such an updated proxy statement at the time of publication of the updated agenda of the meeting, which will be in accordance with the schedules set in section 5b of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and adding a topic to the agenda), 5760-2000.

A shareholder shall indicate the manner of their voting regarding the topic on the agenda in the second part of the proxy statement

5

Proxy Statement - Part Two

Company Name: Delta Galil Industries Ltd.

Company Address (for delivery and mailing of proxy statements): 45 HaEshel Street, Caesarea.

Company No.: 520025602.

Meeting Date: Wednesday, July 15, 2026, at 15:00.

Meeting Type: Special Meeting.

Record Date for share ownership regarding the right to vote in the general meeting: Tuesday, June 16, 2026.

Shareholder Details

Shareholder Name:


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

ID No.:

If the shareholder does not have an Israeli identity card -

Passport No.:

Country of Issuance:

Valid until:

If the shareholder is a corporation -

Corporation No.:

Country of Incorporation:

Voting Method:

Resolution No. Agenda Item Voting Method1 Are you a controlling shareholder or have a personal interest in approving the resolution, as applicable2
For Against Abstain Yes* No
1. To approve the renewal of the terms of tenure and employment of the company's CEO, Mr. Isaac Dabah, a controlling shareholder in the company and who also serves as a director in the company, as detailed in Part A of the summons report, for a period of three years starting on May 1, 2026, and until April 30, 2029.
  • Detail in the appropriate place below.

Please indicate if you are:

Yes No
Interested party (as defined in section 1 of the Securities Law, 5728-1968)
Senior officer (as defined in section 37(d) of the Securities Law, 5728-1968)
Institutional investor (as defined in regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Managing Company in a General Meeting), 5769-2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 5754-1994)

Details regarding my being a controlling shareholder in the company or having a personal interest in the approval of the resolution on the agenda:


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

For shareholders holding shares through a TASE member according to section 177(1) of the Companies Law, 5759-1999 - this proxy statement is valid only when accompanied by ownership confirmation in cases where the voting is through the system.

For shareholders registered in the company's register of shareholders - proxy statement is valid only when accompanied by a photocopy of ID/passport/incorporation certificate.

Date

Signature

1 Failure to mark V or X will be considered as an abstention from voting on that matter.
2 A shareholder who does not fill this column or who marked "Yes" and does not provide details, their vote will not be counted.

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