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Delta Galil Proxy Solicitation & Information Statement 2026

Jun 8, 2026

6744_rns_2026-06-08_c9654834-6a08-4471-b661-a5e6d371b355.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")

June 8, 2026

To

Securities Authority

via Magna

To

The Tel Aviv Stock Exchange Ltd.

via Magna

Dear Sirs/Madams,

Re: Immediate report regarding summoning a special general meeting

In accordance with the provisions of the Companies Law, 1999 (hereinafter: the "Companies Law"), the Securities Regulations (Transaction between a Company and a Controlling Shareholder), 2001 (hereinafter: the "Regulations for Transactions with a Controlling Shareholder"), in accordance with the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 2000, in accordance with the Companies Regulations (Voting in Writing and Position Statements), 2005 (hereinafter: the "Voting in Writing Regulations"), and in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter: the "Report Regulations"), the Company is honored to announce the summoning of a special general meeting of the Company's shareholders to be convened on Wednesday, July 15, 2026, at 15:00, at the Company's registered office, at 45 HaEshel Street, Caesarea (hereinafter: the "Meeting"), whose agenda includes approval of the renewal of the terms of office and employment for the Company's CEO, Mr. Isaac Dabah, who is the controlling shareholder in the Company and also serves as a director in the Company, all as detailed in this report.

Part A - Details regarding the transaction on the Meeting's agenda

1. Concise description of the transaction and its main terms

1.1 Mr. Isaac Dabah, the controlling shareholder in the Company, has served as a director in the Company since November 15, 2005, and as the Company's CEO since August 26, 2008.
1.2 Mr. Isaac Dabah's current employment terms were approved by the Company's General Meeting on July 23, 2024, for a period of two years beginning on May 1, 2024, and ending on April 30, 2026, after the Compensation Committee and the Board of Directors approved his employment terms in June 2024 (hereinafter: the "Current Agreement"). For details, see the Meeting Summoning Report dated July 8, 2024, and the Meeting Results Report dated July 24, 2024 (Reference Nos.: 2024-01-071449 and 2024-01-077992, respectively) (hereinafter: the "2024 Meeting Summoning Report" and "2024 Meeting Results Report", respectively).
1.3 Mr. Dabah serves as a director in the Company, and as long as he serves as the Company's CEO, Mr. Dabah will not be entitled to additional remuneration for his service as a director in the Company. Additionally, Mr. Dabah also serves as the CEO of the US subsidiary, Delta Galil USA Inc. (hereinafter: the "US Subsidiary"), and as the Chairman of the Board of the Israeli subsidiary, Delta Israel Brands Ltd. (hereinafter: the "Israeli Subsidiary"), and is not entitled to additional remuneration for these positions.
1.4 Being the controlling shareholder in the Company (together with his wife), according to the provisions of Section 275(a) of the Companies Law, the approval of Mr. Dabah's terms of office and employment requires approvals from the Audit Committee, the Compensation Committee, the Board of Directors, and 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.

2. Main terms of employment for Mr. Isaac Dabah, according to the agreement brought for approval (hereinafter: the "New Employment Agreement"):

2.1 Role: CEO of the Company; in addition, he will continue to serve as the CEO of the US Subsidiary and as the Chairman of the Board of the Israeli Subsidiary.

Mr. Dabah has served as the Company's CEO since 2008. Mr. Dabah has proficiency, education, skills, and extensive experience in the textile and apparel industry, as well as proven management knowledge and capabilities demonstrated over the years in his role as the Company's CEO. Furthermore, Mr. Dabah has brought significant achievements and greatly advanced the Company during the years he has served in the Company.

2.2 Period: The agreement period is three (3) years starting from May 1, 2026, until April 30, 2029, subject to the possibility of termination, as detailed in Section 2.6 below.

2.3 Scope of Employment: Full-time (100%).

2.4 Base Salary: Mr. Dabah will be entitled to an annual salary (gross) of 900,000 USD (for convenience, it is noted that their value at the date of this report is approximately 2,617,200 NIS per year, according to an exchange rate of 2.908 NIS per USD (hereinafter: the "Exchange Rate")¹, i.e., 75,000 USD per month (approx. 218,100 NIS per month, according to the Exchange Rate).

The base salary will be paid in part (144,000 USD, i.e., 16%) by the Company, and the balance (756,000 USD, i.e., 84%) will be paid by the US Subsidiary. These proportions were determined in light of the estimated ratio between the average days the CEO is expected to stay in Israel and the days he is expected to stay at various Company sites worldwide.

At the end of each year (i.e., on May 1, 2027, and May 1, 2028), the base salary will be linked to the rate of increase in the US Consumer Price Index (CPI) with an annual cap of 5%, where the base index is the index published in May 2026.

2.5 Social Benefits: Mr. Dabah will be entitled to the Company's participation in the employer's portion of National Insurance in Israel and to recovery pay on the Company's portion of the base salary, and from the US Subsidiary to participation in a 401(k) plan. Furthermore, Mr. Dabah will be entitled to disability insurance, health insurance, and other social benefits customary in the US for executives (including Medicare on the salary and all payments to which Mr. Dabah is entitled under the employment agreement). The total cost to the Company and the US Subsidiary for social benefits is estimated, as of this date, at approximately 110 thousand USD per year (approx. 319.7 thousand NIS, according to the Exchange Rate). Additionally, the CEO is entitled to sick days and vacation days as customary in the Company and the US Subsidiary for senior employees.

2.6 Termination: The termination of Mr. Dabah's employment is subject to a prior notice of 120 days. Furthermore, the Company shall be entitled to terminate the engagement immediately in any of the following cases: (a) the CEO is convicted of embezzlement, theft, or a criminal offense involving moral turpitude against the Company; (b) the CEO materially breaches his confidentiality obligation under the agreement; (c) the CEO materially breaches any of the provisions of the agreement, and the breach was not remedied within 14 days from the date of receiving the Company's notice regarding the breach; or (d) the CEO materially breaches the fiduciary duty toward the Company or any of the subsidiaries.


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.

Annual Bonus: For each of the years 2026, 2027, and 2028, the CEO will be entitled to a bonus of 900,000 USD, which will be paid subject to an increase of 6% or more in EBIT (operating profit in accordance with the annual consolidated financial reports for the years 2026, 2027, or 2028, as applicable, before the impact of one-time items, revaluations, and excluding the impact of new or updated accounting standards or principles that were not applied by the Company in its consolidated financial reports as of December 31,

1 Salary data brought for approval are translated into NIS according to an exchange rate of 2.908 NIS to 1 USD, which is the representative rate of the dollar as of the date the Board of Directors approved the engagement in the New Employment Agreement.

2

2025) (hereinafter: "EBIT") in each of the years 2026, 2027, and 2028 as stated relative to the EBIT target of the previous year, provided that the Net Profit (according to the annual consolidated financial reports, excluding one-time events, revaluations, and excluding the impact of new or updated accounting standards or principles that were not applied by the Company in its consolidated financial reports as of December 31, 2025) (hereinafter: "Net Profit") exceeds 105.5 million USD in 2026, 109 million USD in 2027, and 113 million USD in 2028, as applicable (hereinafter: the "EBIT Target").

Furthermore, it was determined that achieving 80% of the EBIT Target will entitle Mr. Dabah to 50% of said annual bonus (meaning: an increase of 4.8% in the EBIT Target will entitle him to 450,000 USD) and every 1% increase beyond 80% up to 90% in the EBIT Target will entitle him to an additional 2% of said annual bonus (so that a growth of 5.1% in the EBIT Target will entitle him to 60% of said annual bonus, i.e., 540,000 USD). Likewise, every 1% increase beyond 90% in the EBIT Target will entitle him to an additional 3% of the annual bonus (so that a growth of 5.7% in the EBIT Target will entitle him to 95% of said annual bonus, i.e., 765,000 USD) and this is up to the full bonus amount (i.e., 900,000 USD).

It is clarified that even if in practice in a certain year the EBIT exceeds or falls short of the target as stated, the target for the following year will not change (meaning: in practice, the targets for the purpose of the annual bonus are: (a) for the year 2026 - an increase of at least 6% compared to the actual EBIT in 2025; (b) for the year 2027 - an increase of at least 12.36% compared to the actual EBIT in 2025; and (c) for the year 2028 - an increase of at least 19.1% compared to the actual EBIT in 2025).

Completion of surplus/deficit in EBIT Target (Catch-up): If in a certain year the actual EBIT is greater or smaller than the EBIT Target for the purpose of receiving the annual bonus for that year - the difference, if any (the balance or the deficit) above/below the target for receiving the annual bonus, will be transferred to another year during the agreement period (thus, for example, a surplus/deficit from 2026 will be transferred to 2027).

If as a result of such a transfer, the EBIT Target for the purpose of receiving the annual bonus is achieved/not achieved, the bonus shall be paid/not paid in the year to which the difference was transferred, subject to meeting the Net Profit target for receiving the bonus for the relevant year. For the avoidance of doubt, it is clarified that even after performing said transfer, the annual bonus for any year shall not exceed 900,000 USD.

2.8. Multi-year Bonus: In addition, Mr. Isaac Dabah will be entitled to a cash bonus of 1,200,000 USD (i.e., 3,489,600 NIS), at the end of 3 years of work starting on May 1, 2026, which will be paid to the CEO after the publication of the financial report for the year 2028, provided that he continues to serve as the Company's CEO until April 30, 2029, and subject to meeting the following two targets: (a) a 28% increase in EBIT in 2028 compared to EBIT in 2025; and (b) the cumulative Net Profit for the years 2026, 2027, and 2028 exceeds 327,500,000 USD.

2.9. Restoration (Clawback): Mr. Dabah will return to the Company any amount paid to him as part of his terms of office and employment if it was paid to him based on data that turned out to be erroneous and was restated in the Company's financial reports, in accordance with the provisions of the Company's compensation policy.


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. .

2.10. Insurance, Indemnity, and Exemption: Mr. Dabah will continue to be covered by the Company's directors and officers (D&O) insurance, and will also be entitled to indemnity and exemption from the Company for his actions as the Company's CEO, subject to the insurance, indemnity, and exemption terms as they may be in the Company from time to time, and subject to receiving all permits required by law. As of today, the CEO is entitled to D&O insurance, indemnity, and exemption from the Company within the framework of the policy, the indemnity letter, and the exemption letter applicable to the other officers in the Company, in the versions attached as Appendix B to this report.

2.11. Expense Reimbursement: Mr. Dabah shall be entitled to reimbursement for expenses incurred for the purpose of performing his duties as the Company's CEO, in accordance with the Company's procedures for senior employees.

  1. For the sake of good order, the following are the main changes that will apply to Mr. Dabah's terms of office and employment relative to the current agreement:

3.1. Annual Salary: His annual salary will stand at 900,000 USD compared to 850,000 USD as determined in the current agreement.

3.2. Annual Bonus: The annual bonus will stand, subject to meeting the targets, at a total of up to 900,000 USD. The annual bonus he was entitled to today by virtue of the current agreement was a total of up to 850,000 USD.

3.3. Multi-year Bonus: The multi-year bonus will stand, subject to meeting pre-defined business-financial targets, at a total of up to 1,200,000 USD for a period of three years, reflecting an average annual bonus of up to 400,000 USD. The multi-year bonus he was entitled to today by virtue of the current agreement is a total of up to 500,000 USD for a period of two years according to the current employment agreement, reflecting an average annual bonus of up to 250,000 USD, which was conditioned on the performance of the Company's stock on the stock exchange. It is noted that Mr. Dabah is not entitled to the multi-year bonus under the current agreement due to failure to meet the target set for its attainment.

  1. Summary of data in accordance with the Sixth Schedule to the Report Regulations regarding the updated employment terms of Mr. Dabah under the New Employment Agreement (on an annual calculation):
Details of Compensation Recipient Compensation¹ for Services Other Compensations Total Total
Name Role Scope of Position Holding Rate in Corporation Capital¹ Salary¹ Bonus² Share-based Payment Management Fees Consulting Fees Commission Other³
In thousands of NIS In thousands of USD
Isaac Dabah CEO Full 49.62% 900 1,300 - - - - 110 2,310 6,717

¹ Compensation amounts are presented in terms of cost to the Company.

² See Section 5 below.

³ For details regarding the distribution of consideration between the Company and the US Subsidiary, see Section 2.4 of this report.

⁴ Assuming maximum entitlement to the annual bonus and the proportional part of the multi-year bonus. See Sections 2.7 and 2.8 above.

⁵ See Section 2.5 of this report.


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. .

6/8/2026 | 2:17:43 PM | v1.2.5


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. Name of the controlling shareholder who has a personal interest in the transaction and the nature of this interest

The controlling shareholders of the company, who have a personal interest in the said transaction, are Mr. Isaac Dabah and his wife Mrs. Ivette Dabah, who hold, as of the date of filing this immediate report, directly and indirectly, approximately $49.62\%$ of the issued and paid-up share capital of the company and the voting rights therein (excluding dormant shares in the company's capital).

The personal interest of Mr. Isaac Dabah in the transaction detailed above stems from his being a party to the engagement detailed above and the personal interest of Mrs. Ivette Dabah in the transaction detailed above stems from her being the wife of Mr. Isaac Dabah.

6. The way in which the consideration was determined

The terms of tenure of the CEO were determined in negotiations with the CEO, among other things, considering the current agreement and a benchmark study of compensation terms of CEOs in similar companies.

7. Names of the directors in the company who have, to the best of the company's knowledge, a personal interest in the transaction and the nature of this interest

7.1. Mr. Isaac Dabah, serving as a director in the company, has a personal interest in the decision due to being a party to the engagement.
7.2. For cautionary purposes only and without this constituting a stance regarding his personal interest, Mr. Noam Lautman, Chairman of the Board of Directors, did not participate in the discussions, the vote, and the decision regarding the terms of tenure and employment of Mr. Dabah.
7.3. To the best of the company's knowledge, the other directors in the company do not have a personal interest in the said decision.

8. The approvals required for completing the transaction

The approval of the company's engagement in the new employment agreement is subject to receiving the approval of the General Meeting of the shareholders as detailed in this summons report.

9. Detail of transactions of the same type as the transaction or similar transactions, between the company and the controlling shareholders of the company in the previous two years

In the two years preceding the date of approval of the transaction subject of this report by the company's board of directors, no transactions of the same type as the above transaction or similar transactions were performed between the company and the controlling shareholder in the company, except as detailed below:

9.1. Between Mr. Dabah and the company, there is an employment agreement (the current agreement), in connection with Mr. Dabah's tenure as the company's CEO. For details regarding the employment report and the results of the meeting see the 2024 meeting summons report and the 2024 meeting results report.

9.2.


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 the sake of a complete picture, it will be noted that between the company and Mrs. Gloria Vendome, daughter of the controlling shareholders in the company, there is an employment agreement. For details regarding the employment report and the results of the meeting regarding the approval of the current terms of tenure and employment of Mrs. Vendome see the meeting summons report dated December 31, 2024 (Reference no.: 2024-01-628771) and the meeting results report dated February 16, 2025 (Reference no.: 2025-01-010968).

10. Names of the directors who participated in the discussions in the compensation committee and in the company's board of directors

10.1. The directors who participated in the audit committee meetings held on June 7, 2026, in which the lack of need for a competitive process and the absence of distribution were discussed and approved, are: Messrs. Shlomo Scharf (external director), Yehoshua (Shuki) Gold (external director) and Richard Hunter.

10.2. The directors who participated in the compensation committee meetings held on April 26, 2026 and on June 7, 2026, in which the transaction subject of this report was discussed and approved, are: Messrs. Shlomo Scharf (external director), Yehoshua (Shuki) Gold (external director) and Zipora Carmon.

10.3. The directors who participated in the company's board of directors meeting held on June 8, 2026, in which the transaction subject of this report was discussed and approved, are: Messrs. Israel Baum, Richard Hunter, Zipora Carmon, Shlomo Scharf (external director), Shuki Gold (external director), Jonathan Kolodny (independent director) and Pnina Agenyahu (independent director).

11. Reasons of the audit committee, the compensation committee and the company's board of directors for entering into the new employment agreement

The following are the reasons of the audit committee, the compensation committee and the board of directors regarding the company's engagement in the new employment agreement:

11.1. The compensation committee and the board of directors noted the proficiency, education, experience and skills of Mr. Isaac Dabah in the textile and apparel industry as well as Mr. Dabah's central contribution to the management of the company and the group, including his extensive experience in commercial activity in the American market and his experience in managing global manufacturing activity. They also noted his deep familiarity with the activities of the company and the group, his proven management capabilities, his expertise in leading the company's business strategy and his significant contribution to the advancement of the company's and the group's business throughout his years of tenure.

11.2.


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 compensation committee and the board of directors took into account Mr. Dabah's contribution to leading significant strategic processes in the company, including expanding the company's grip and scope of activity in the American market, leading strategic acquisitions, expanding the company's activity in the underwear field, acquiring brands, expanding E-commerce activity and signing franchise agreements with leading international brands.

11.3. The compensation committee and the board of directors took into account that Mr. Dabah also serves as the CEO of the American subsidiary and as the Chairman of the Board of the Israeli subsidiary, without being entitled to additional compensation for his tenure in these roles. Therefore, the terms of his tenure and employment also reflect his overall scope of responsibility toward the company and the group, the multiple material roles he fills in this framework, and the managerial, business and strategic contribution resulting from fulfilling these roles, all without increasing the total compensation cost of the company and the group for his said tenures.

11.4. Within their considerations, the members of the compensation committee and the board of directors took into account, among other things, the promotion of the company's goals, strategy and work plan of the company and the group; the need to avoid creating incentives for taking unreasonable risks; the need for alignment between compensation mechanisms and prudent capital management; and the scope of the company's assets and the complexity of its activity.

11.5. The members of the compensation committee and the board of directors examined, in addition, a report prepared by PricewaterhouseCoopers Advisory Ltd (hereinafter: the "Compensation Consultant") in which a comparison was made of the terms of tenure and employment proposed to Mr. Dabah, relative to accepted comparative data for CEO roles in public companies with a market cap similar to that of the company, marketed under activity sectors in which the company is classified (hereinafter: the "Benchmark Study"). It will be noted that the purpose of the comparative work is to obtain indicative information regarding the compensation volumes common in the market, and that in the set of considerations weighed by them.

In their approval of the compensation policy, unique considerations for the nature of the company, its goals and particularly the unique contribution of the CEO to the company and to the development of the company's business in general and in the last two years in particular, were also examined.

11.6. The benchmark study showed that the total proposed compensation for Mr. Dabah, plus the annual bonus and the relative portion of the multi-year bonus (which were taken into account according to the possible bonus caps), is below the 75th percentile relative to the total compensation for CEOs in the peer companies included in the benchmark study.

11.7. The compensation committee and the board of directors believed that increasing Mr. Dabah's annual salary from $850,000 to $900,000, reflecting an increase of about 5.9%, is reasonable, proportionate and justified under the circumstances. It will be noted that in Shekel terms, there is a 10% decrease in Mr. Dabah's total salary under the new employment agreement, compared to the current agreement at the time of its approval. In this determination, they took into account, among other things, the broad scope of responsibility imposed on Mr. Dabah as the company's CEO, the complexity of the company's international activity, his continuous contribution to leading the company, its growth and profitability, his experience and deep familiarity with the company's business, and the comparative data presented to them regarding accepted compensation terms in similar companies.

11.8.


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 compensation committee and the board of directors also examined the ratio between the cost of Mr. Dabah's terms of tenure and employment and the average wage cost of the employees of the company and its subsidiaries, which stands at 115, and also noted that given the large number of employees of the company and its subsidiaries (about 23,000 employees worldwide in various roles and various partial positions), it is not possible to examine the cost of Mr. Dabah's terms of tenure and employment against the median cost. After the said examination, the compensation committee and the board of directors reached the conclusion that the gaps found do not materially affect the labor relations in the company.

11.9. The compensation committee and the board of directors further noted that Mr. Dabah's terms of tenure and employment do not include equity-based compensation or retirement bonuses.

11.10. Granting the annual and multi-year bonus to the CEO constitutes an incentive for the company's success and to maximize its profits in the future. Moreover, determining eligibility for long-term performance-based bonuses promotes the company's goals and its policy in a long-term view.

11.11. The ratio between the fixed components in Mr. Dabah's employment terms and the total compensation package, which also includes the variable components, assuming full attainment of targets, constitutes a proper and reasonable ratio and does not deviate from the ratio set in the company's compensation policy.

11.12. The company's audit committee determined that under the circumstances there is no place to conduct a competitive process and that the other process conducted in its stead was a benchmark study of CEO tenure terms in similar companies. Also, the audit committee and the board of directors determined that Mr. Dabah's proposed terms of tenure and employment do not include a "distribution", as this term is defined in the Companies Law, 1999.

11.13. In light of all the above, the compensation committee and the board of directors believed that Mr. Dabah's proposed terms of tenure and employment are reasonable and fair under the circumstances and in the company's best interest.

Part B - The General Meeting

12. Convening the General Meeting, its date and agenda

A special General Meeting of the company's shareholders will convene on Wednesday, July 15, 2026, at 15:00, at the company's registered office, at 45 HaEshel Street, Caesarea.

The following item is on the meeting's agenda:

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, all in accordance with the terms detailed in Part A of this report.

13. Required Majority

The majority required for approval and adoption of the resolution on the agenda item is an ordinary majority of the votes of those voting 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.

In the count of the majority votes in the General Meeting, a majority shall be included of all votes of shareholders who are not controlling shareholders and do not have a personal interest in approving the transaction, participating in the vote. In the count of the total votes of the said shareholders, the votes of those abstaining shall not be taken into account; or

13.2

The total opposing votes among the shareholders mentioned in section 13.1 above did not exceed two percent (2%) of all the voting rights in the company.

14. Disclosure of Personal Interest

In accordance with Section 275 of the Companies Law and Regulation 7(a)(8) of the Written Voting Regulations, a shareholder participating in the vote regarding the resolution on the agenda shall notify the company before the vote in the meeting, and if done via a proxy statement, shall mark in the designated place in the proxy statement whether he is a controlling shareholder, an interested party in the company, has a personal interest in the resolution, is a senior officer or an institutional investor (as these terms are defined in the Written Voting Regulations) and furthermore, additional ties between such a voter and the company, the controlling shareholder or a senior officer therein shall be noted and the nature of the ties shall be detailed. If the vote is conducted by proxy, such detail shall be provided both for the appointer and the proxy holder. If such a shareholder did not notify regarding the said resolutions – he shall not vote in the meeting and his vote shall not be counted relative to those resolutions.

15. The record date for the purpose of participation and voting in the meeting

15.1

The record date for determining a shareholder's eligibility regarding the right to participate and vote in the meeting, as stated in Section 182(c) of the Companies Law and Regulation 3 of the Written Voting Regulations, is the end of the trading day on the Tel Aviv Stock Exchange Ltd. which will fall on Tuesday, June 16, 2026 (hereinafter: the "Record Date"). And if there was no trading on the Record Date, then on the first trading day preceding it.

15.2

In accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 2000 (hereinafter: "Proof of Ownership Regulations"), a shareholder whose right to a share is registered with a member of the Tel Aviv Stock Exchange Ltd., 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 a certification regarding his ownership of the share on the Record Date in accordance with the form in the schedule to the Proof of Ownership Regulations.

15.3

A shareholder may appoint a proxy who can participate and vote on his behalf at the meeting in accordance with the provisions of the company's Articles of Association. The proxy letters 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 case of proper deposit before a meeting, there is no need for additional deposit before an adjourned meeting.

16. Quorum and Adjourned Meeting Date

6/8/2026 | 2:17:45 PM | v1.2.5


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. .

16.1. In accordance with the Company's Articles of Association, a quorum for holding the meeting will be formed at the time when there are present, in person or by proxy, two shareholders holding at least one-third (1/3) of the voting rights (including presence by proxy, by voting paper, or by voting via the electronic voting system), within half an hour of the time set for the opening of the meeting.

16.2. If no quorum as stated is present 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 for one week, to the same time and place, namely: Wednesday, July 22, 2026, at 15:00 without any obligation to notify the shareholders or the initiator, [to] another time and place as the Board of Directors shall determine in a notice to the shareholders (hereinafter: the "Adjourned Meeting"). If a quorum as stated is not present at the Adjourned Meeting within half an hour of the time set for convening the Adjourned Meeting, two shareholders present in person or by proxy holding or representing at least ten percent (10%) of the voting rights in the Company shall constitute a quorum.

17. Manner of Voting at the General Meeting

17.1. A shareholder whose right to a share is registered with a TASE member and such share is included among the shares registered in the shareholders' register in the name of the TASE Nominee Company (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 certification 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 format prescribed in the Proof of Ownership Regulations. An unregistered shareholder is entitled to receive the ownership certification from the TASE member through which they hold their shares, at the branch of the TASE member or by mail to their address for shipping fees only, if requested. A request in this matter shall be given in advance for a specific securities account.

17.2. In accordance with the provisions of Regulation 4a of the Proof of Ownership of a Share Regulations, a certified electronic message according to Section 44ia5 of the Securities Law, concerning the data of users in the electronic voting system, shall be treated as proof of ownership for any shareholder included therein.

17.3. Anyone who is a shareholder in the Company on the record date shall be entitled to participate in the meeting and vote in person or by proxy. Every instrument appointing a proxy shall be in writing and signed by the appointor or by their proxy, and if the appointor is a corporation, the power of attorney shall be signed in the same manner as the corporation signs documents that bind it, and an attorney's certification regarding the authority of the signatories to bind the corporation shall be attached to it. The instrument of appointment of a representative 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 Ha'eshel Street, Caesarea, no less than twenty-four (24) hours before the time of the meeting or the Adjourned Meeting at which the proxy intends to vote on the basis of said power of attorney, subject to proof of ownership of the shares in accordance with the Proof of Ownership of a Share Regulations. Furthermore, an unregistered shareholder on the record date shall also be entitled to vote at the meeting via the electronic voting system as detailed in Section 20 of the meeting's notice report.

18. Voting via Voting Paper

18.1. On the subjects detailed in this report above, shareholders in the Company are entitled to vote via voting paper.

18.2. In written voting, the shareholder shall indicate on the second part of said voting paper the manner of their vote and deliver it to the Company or send it via registered mail accompanied by proof of ownership, so that the voting paper reaches the Company's registered office no later than four (4) hours before the meeting time, namely: Wednesday, July 15, 2026, until 11:00.

18.3.


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 address of the Israel Securities Authority distribution site where the voting papers and position statements (if any) are located, as defined in Section 88 of the Companies Law, is http://www.magna.isa.gov.il; the address of the TASE website where the voting papers and position statements (if any) are located is http://maya.tase.co.il (hereinafter: the "Distribution Sites"). Voting via voting papers will be done on the second part of each voting paper, as published on the sites.

Distribution. A shareholder shall be entitled to contact the Company directly and receive from it the version of the voting paper and position statements (if any).

18.4. A TASE member shall send via email, free of charge, a link to the version of the voting paper and position statements to any unregistered shareholder holding shares through them, unless the shareholder has notified that they are not interested in receiving a link or that they are interested in receiving voting papers by mail for shipping fees only.

18.5. A shareholder is entitled to receive proof of ownership at a branch of the TASE member or by mail delivery, if requested, and a request for this matter shall be given in advance for a specific securities account. Also, an unregistered shareholder may instruct that their proof of ownership be transferred to the Company via the electronic voting system.

18.6. 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 (i.e.: 1,311,650 ordinary shares of the Company or more, calculated excluding 690,462 treasury shares), as well as whoever holds such a rate out of the total voting rights not held by the controlling shareholder of the Company as defined in Section 268 of the Companies Law (i.e., 660,796 ordinary shares of the Company or more), is entitled to inspect at the Company's registered office, during regular working hours, the voting papers and the voting records via the electronic voting system that reached the Company, in person or via a representative on their behalf, after the convening of the general meeting.

19. Voting via the Electronic System

After the record date, upon receipt of 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 meeting time, namely: Wednesday, .

20. Voting in More than One Way

If a shareholder has voted in more than one way as stated, their late vote shall be counted, whereby a vote of a shareholder in person at the meeting or via a representative shall be considered later than a vote via an electronic voting paper.

21. Position Statements

21.1. The deadline for submitting position statements by shareholders to the Company is up to 10 days before the meeting date (namely: Sunday, ). A shareholder may contact the Company and receive from it, free of charge, the position statements that reached it. The Company may submit to the Israel Securities Authority and to 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 meeting date (namely: Friday, ).

21.2. The Company shall send to shareholders registered in the shareholders' register a version of any 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 Israel Securities Authority and the TASE.

22. Deadline for Submitting a Request to Include a Subject 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. .

22.1. In accordance with Section 66(b) of the Companies Law, one or more shareholders who hold at least one percent (1%) of the voting rights at the general meeting may request that the Board of Directors include a subject on the agenda of the general meeting, provided that the subject is suitable to be discussed at the general meeting. In accordance with the Notice and Announcement Regulations, a request according to Section 66(b) of the Companies Law shall be submitted to the Company up to seven (7) days after the convocation of the meeting.

22.2. If the Company's Board of Directors finds that a subject requested to be included on the agenda is suitable to be discussed 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 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's convocation.

23. Securities Authority Power

In accordance with Regulation 10 of the Transactions with a Controlling Shareholder Regulations, the Israel Securities Authority (hereinafter: the "Authority") or an employee it has authorized is empowered to instruct the Company, within twenty-one (21) days from the date of filing this report, to provide an explanation, detail, information, and documents in connection with any detail from the details presented in the immediate report, within a timeframe it shall determine, and furthermore, they are entitled to instruct the Company to amend this report according to the explanation, detail, information, and documents as stated, within a timeframe they shall determine. If such an instruction is given, the Authority may instruct the postponement of the general meeting to a date that will fall no earlier than three (3) business days and no later than thirty-five (35) days from the date of publication of the amendment to this report. The Company shall submit an amendment according to such instruction, send it to the shareholders, and furthermore, publish a notice regarding it in the manner prescribed in the Transactions with a Controlling Shareholder Regulations, all unless the Authority has instructed otherwise. If an instruction regarding the postponement of the meeting date is given, the Company shall notify the instruction in an immediate report.

24. Company Representative Regarding Handling the Immediate Report

The Company's representatives for handling this immediate report are Adv. Adva Bitan and Adv. Yael Assur from the office of Goldfarb Gross Seligman & Co., Azrieli Center 1, 132 Menachem Begin Road, Tel Aviv-Yafo 6701101; Phone no.: 03-6074464; Fax no.: 03-6074422.

25. Inspection of Documents and Details on the Company's Representatives

The full version of the proposed resolutions can be inspected at the Company's offices, at 45 Ha'eshel Street, Caesarea, on Sundays-Thursdays during regular working hours, after prior coordination by phone: 076-8177009, until the date the meeting convenes.


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. .

Sincerely,

Delta Galil Industries Ltd.

Signed by: Miki Laxer,

Finance VP and Company Secretary

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