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Brothers Donitz Ltd.

("the Company")

February 11, 2026

(Amended report dated March 2. 2026)

Securities Authority

www.magna.isa.gov.il

The Tel-Aviv Stock Exchange Ltd.

www.maya.tase.co.il

Subject: Summons to a Special General Meeting of the Company

In accordance with the Securities Law, 5728-1968 ("Securities Law"), the Securities Regulations (Periodic reports and Immediate Reports), 5730-1970 ("Reports Regulations"), the Companies Law, 5759-1999 ("Companies Law"), the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Voting Regulations") and 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), 5760-2000, notice is hereby given of the summoning of a special general meeting of the Company's shareholders ("the General Meeting"), which will convene on Wednesday, March 18, 2026, at 15:00, at the Company's offices in Yakum Business Park, Building Holland D.

1. The subject on the agenda and the summary of the proposed resolution - approval of granting a bonus and providing a loan by JTLV Fund to Mr. Ronen Yafo, the Company's CEO

It is proposed to approve for Mr. Ronen Yafo, the Company's CEO ("Mr. Yafo"), a bonus to be provided by partnerships from JTLV Fund $^{1}$ (JTLV 2 (Donitz) Limited Partnership "JTLV (Donitz)" and JTLV 2 (Elad Residence New) "JTLV (Elad)" (and not the Company) in the amount of NIS 5 million which may be used, among other things, for the purchase of the Company's shares by Mr. Yafo, as well as the provision of a loan to be provided by A.S.A.Z Management Ltd. $^{2}$ and is privately owned by the controlling shareholders in JTLV Fund (and not the Company) in the amount of NIS 3,868,265 for the purchase of the Company's shares held, as of this date, by JTLV 2 (Elad Residence New) Limited Partnership, in accordance with the provisions of Section 272(c1)(2) of the Companies Law and as detailed in Section 2 of this report. $^{3}$

For convenience, the legal entities related to JTLV Fund will be called below in this report, namely, the partnerships that grant the bonus and A.S.A.Z Management Ltd. which provides the loan together: "JTLV Fund".

2. Additional details regarding the subject on the agenda - approval of granting a bonus and providing a loan to Mr. Ronen Yafo, the Company's CEO by JTLV Fund

2.1. General Background:

2.1.1. Mr. Yafo has served as the Company's CEO since July 2022, with the merger of the Company with Elad Israel Residence New Ltd. (where Mr. Yafo served as CEO since 2009) ("the Merger Transaction") when during this term of office, Mr. Yafo led, to the full satisfaction of the Company's Board of Directors, significant business decisions in the Company, developed its business and promoted its activities in existing and new fields.

2.1.2. Starting from the completion date of the merger transaction, JTLV Fund is among the controlling shareholders of the company (as stated in the company's Periodic report for the year 2024). On January 8, 2026, the Fund completed a distribution of the company's shares, after which it ceased to be a controlling shareholder in the company.

2.1.3. JTLV Fund notified the company of its intention to provide, subject to obtaining all required approvals, to Mr. Ronen Yafo, the company's CEO, (a) a grant in the amount of NIS 5 million ("the Grant") and (b) a loan in the amount of NIS 3,868,265 from A.S.A.Z Management Ltd. for the purchase of 14,283 company shares from the Fund (accordingly, the price per share is NIS 270.83) ("the Fund's Notice", "the Fund's Shares" and "the Sale Loan", respectively). The Sale Loan will be repaid in full (principal and interest) no later than November 30, 2027, and it will bear annual interest at a rate of Prime+1%.

2.1.4. For the purpose of ensuring the repayment of the loan, Mr. Yafo committed to pledge the sale shares in favor of JTLV Fund with a first-degree fixed pledge (or second-degree under conditions to be agreed upon between the parties insofar as Mr. Yafo enters into an engagement with a financing entity for the purchase of additional shares of the company and is required to provide the pledged shares as collateral ("the Pledged Shares"). Furthermore, Mr. Yafo shall not sell or transfer or pledge or perform any other disposition in the Pledged Shares until the Sale Loan is repaid, unless he received the prior written consent of JTLV Fund for such. The Pledged Shares will constitute the sole collateral for the repayment of the Sale Loan (Non-Recourse type) and the sole source for ensuring the repayment of the Sale Loan.

2.1.5. It should be noted that, in accordance with the terms of the Grant and the Sale Loan, which deviate from the provisions of the company's compensation policy, a proposed resolution is brought for approval, in accordance with the provisions of Section 272(c1)(2) of the Companies Law.

2.2. Approvals of the Compensation Committee and the Company's Board of Directors in deviation from the provisions of the company's existing compensation policy and a summary of the reasons and considerations:

In view of the above and after receiving the Fund's Notice, on February 10, 2026, the members of the Compensation Committee⁴ and the Company's Board of Directors⁵ unanimously discussed and approved the above, subject to the approval of the meeting convened in this report. In view of the above, a proposed resolution is brought for the approval of providing the Grant and the Sale Loan to Mr. Yafo, in accordance with the provisions of Section 272(c1)(2) of the Companies Law, among other things, based on the reasons and considerations detailed below:

2.2.1. The Grant and the Sale Loan are paid in full to Mr. Yafo by JTLV Fund only (and not from the company's treasury) and do not affect the company's cash flow and/or financial position at all. The provision of the Grant and the Sale Loan are not contingent on any action on the part of Mr. Yafo as the company's CEO, they are not dependent on a transaction of any of the group companies, and they are fully intended to express gratitude to Mr. Yafo for his many years of work and Mr. Yafo's great contribution to the group and its operating results. As such, the provision of the Grant and/or the Sale Loan does not bring about any conflict of interest (between Mr. Yafo and the company or all of its shareholders), bias Mr. Yafo's judgment, change his priorities regarding the question of utilizing his time and investment in the company's affairs, and/or harm Mr. Yafo's incentive and compensation structure as determined by the Compensation Committee, the Company's Board of Directors, and the company's shareholders within the framework of his existing terms of office. Furthermore, the engagements regarding the Grant and the Sale Loan are legal actions to which the company is not a party, it has no ability to influence their terms, and they cannot affect either directly or indirectly any of the group's actions or businesses.

2.2.2. With the sale of JTLV Fund's holdings in the company, such that it is no longer the controlling shareholder in the company, the continued tenure of Mr. Ronen Yafo as the company's CEO is essential. With the sale of JTLV Fund's holdings in the company, such that it is no longer the controlling shareholder in the company, the continued tenure of Mr. Ronen Yafo as the company's CEO is essential. Furthermore, alongside this, the fact that Mr. Yafo did not realize his holdings in the company together with JTLV Fund but preferred to choose and act to purchase shares of the company from JTLV Fund (within the framework of the Sale Loan) in a manner that will increase his holdings in the company, constitutes an important and significant milestone,

All members participated in the Compensation Committee: Ms. Agada Daniel Nimri (External Director), Mr. Ilan Pen (External Director), and Ms. Yifat Samet-Shalit (Independent Director).

The following participated in the Company's Board of Directors: Mordechai Chen (Chairman of the Board), Ms. Agada Daniel Nimri (External Director), Mr. Ilan Pen (External Director), and Ms. Yifat Samet-Shalit (Independent Director).

Among other things, from the Company's perspective, this serves to project resilience, continuity, and business and managerial stability, alongside an expression of confidence by the Company's CEO in the continued growth of the Group's activities and the realization of its vision and business strategy.

2.2.3. The approval of the resolution brought for approval reflects appreciation and recognition of Mr. Ronen Jaffa's work for the Company. The provision of the grant and the sale loan reflect and are a direct result of full appreciation and great satisfaction with Mr. Jaffa's work, alongside recognition of his significant contribution to the Company and its subsidiaries (the "Group"), including among other things: (a) a significant increase in the volume of the Group's activities, which involves the initiation, planning, construction, and marketing of residential construction projects, including approximately 25,400 housing units in 54 projects and lands (some in partnership with partners). Of the said project backlog, 18 projects have approved Town Planning Schemes (TPS) for the construction of approximately 8,500 housing units (including projects whose execution has begun and approximately 500 housing units that are in the TPS approval stage under conditions); (b) maintaining financial robustness, alongside a low leverage ratio, as well as the completion of a move to exchange Elad BONDS for the Company's BONDS alongside the issuance of a new series of BONDS in a total scope of NIS 250 million; (c) all of the above alongside the improvement and maintenance of the Company's rating from a Baa1.il rating to an A3.il rating. For details regarding the Company's rating and the Company's BONDS, see Midroog's immediate report dated December 29, 2025 (Reference No.: 2025-15-104352).

Mr. Jaffa brings with him great commitment and dedication, which serve as an example to the entire management echelon of the Company and its employees. In view of the above, Mr. Jaffa is very knowledgeable in the Group's business, possesses unique knowledge in its areas of activity, including regarding business moves and actions carried out by the Group in the past and present, has a close, in-depth, and long-standing acquaintance with its business and core areas, and possesses extensive knowledge and experience, organizational memory, and expertise in its fields of activity. Accordingly, Mr. Jaffa is a significant factor who has contributed and contributes much to the Group's activities in a wide range of strategic, managerial, economic, financial, and professional aspects, and possesses a range of many business connections (accumulated during his many years of activity) relevant to the Group's areas of business and activity, the preservation of which is significant and essential for the continued development and promotion of the Group's business in light of its existing and future needs.

2.2.4. The approval of the resolution brought for approval is consistent with the rationale underlying the Company's existing compensation policy. In view of the special circumstances described in this report, and Mr. Jaffa's central role and function in managing the Group's affairs, in the opinion of the members of the Compensation Committee and the Company's Board of Directors, the provision of the grant and the sale loan is consistent with the rationale underlying the Company's existing compensation policy $^6$ , despite the fact that the grant and the sale loan brought for approval deviate from the provisions of the Company's existing compensation policy.

Details regarding the terms of Mr. Jaffa's tenure as the Company's CEO and tabular disclosure

3.1. The terms of tenure of Mr. Ronen Jaffa, the Company's CEO, within the framework of a management agreement, were approved on June 8, 2022, by the general meeting of the Company's shareholders (after receiving the approvals of the Compensation Committee and the Company's Board of Directors) $^7$ and on January 6, 2025, the general meeting of the Company's shareholders approved (after receiving the approvals of the Compensation Committee and the Company's Board of Directors) the update of Mr. Jaffa's terms of tenure as the Company's CEO, mainly regarding the composition of the eligibility for an annual bonus against the backdrop of a broad update for all officers in the Company regarding the update of the composition of the annual bonus components $^8$ .

And it should be emphasized that the resolution brought for approval within the framework of this report does not change or update the terms of tenure of

$^6$ For details regarding the Company's existing compensation policy, see Section 2 of the 2024 Meeting Summons Report.

$^7$ For details regarding the above, see the Meeting Summons Report dated May 31, 2022 (Reference No.: 2022-01-056025), the contents of which are hereby brought by way of reference.

$^8$ For details regarding the above, see the (Amended) Meeting Summons Report dated December 25, 2024 (Reference No.: 2024-01-627297), the contents of which are hereby brought by way of reference ("2024 Summons Report").

Mr. Yaffo as the CEO of the Company and these will remain without any change or update $^9$ .

In view of the above, for details regarding the total compensation to which Mr. Yaffo (the CEO of the Company) was entitled from the Company in 2024, prepared according to the Sixth Schedule of the Report Regulations, see the provisions of Regulation 21 of the Periodic report for 2024.

3.2. Below are details regarding the total compensation to which Mr. Yaffo (the CEO of the Company) will be entitled from the Company, prepared according to the Sixth Schedule of the Report Regulations, in view of the resolution brought for approval within this report and subject to its approval:

Name	Position	Scope of employment	Percentage of holding in the Company's capital*ng	Compensation for services (NIS thousands)					Other compensation (NIS thousands)	Total (NIS thousands)
				Management fees*2)	Annual bonus*3)	Share-based payment*4)	Commission, consulting fees	Other	Rent, interest, other
Ronen Yaffo	CEO	100%	3.61%	2,400	3,000	-	-	-	5)	5,400

(1) This figure in the table includes, among other things: (a) purchase of 55,000 shares which was financed by a loan in the amount of NIS 11 million provided by JTLV (Donitz) and JTLV-1 (Elad), in November 2022, at an annual interest rate at the higher of a rate of $4.1\%$ (CPI-linked) or interest according to Section 3(i) of the Income Tax Ordinance and which is due for repayment in one payment in November 2027 etc.; (b) purchase from the JTLV fund of 14,283 sale shares which was financed by a sale loan (as detailed in this report), assuming that the resolution in this regard brought for approval will be approved by the general meeting.
(2) The calculation takes into account current management fees (including provision of vehicle expense participation), as of this date, over a period of 12 months.
(3) Assuming payment of a maximum annual bonus.
(4) The annual equity-based compensation cap (linear) in the existing compensation policy stands at a total of NIS 2,000 thousand. However, the value of the linear annual equity-based compensation, as stated above, will be included as part of the annual bonus cap and for the avoidance of doubt, the combination of the value of the linear annual equity-based compensation and the annual bonus that will actually be paid to the CEO of the Company shall not exceed the annual bonus cap.
(5) It should be noted that the table does not include the provision of a grant and a sale loan which the JTLV fund and not the Company bears (which are brought for approval within this report) and are therefore subject to the approval of the general meeting summoned in this report.

4. Summoning a Special General Meeting - Place of assembly, date, required majority, and record date

4.1. Place of the General Meeting and its date

The Special General Meeting will convene on Wednesday, March 18, 2026, at 15:00 at the Company's offices at Yakum Business Park, Dutch Building D.

4.2. The Record Date, eligibility to participate in the meeting, and voting method

4.2.1. In accordance with the provisions of Section 182 of the Companies Law and Regulation 3 of the Companies Regulations (Written Voting and Position Statements), 5765-2005 ("Written Voting Regulations"), anyone holding the Company's shares at the end of the trading day on the Tel Aviv Stock Exchange Ltd. on Tuesday, February 17, 2026 ("the Record Date"), shall be entitled to vote at the meeting himself or through a proxy. The document appointing a proxy for voting ("the Appointment Letter") shall be prepared in writing and signed by the appointer or by his representative who has written authority to do so, if

If the appointer is a corporation, the appointment shall be made in writing signed by the authorized signatories of the corporation and with the corporation's seal or by the signature of its authorized representative. The letter of appointment, or a copy thereof to the satisfaction of the Company's Board of Directors or its authorized representative, shall be deposited at the Company's offices (as defined above) or at the place designated for the meeting's convening no later than forty-eight (48) hours before the time set for the start of the meeting at which the person named in the letter of appointment is intended to vote; however, the chairman of the meeting may waive this requirement and accept the letter of appointment or a copy thereof, to the satisfaction of the chairman of the meeting, at the start of the meeting.

4.2.2. Furthermore, a shareholder may participate in the meeting via the proxy card attached hereto to this report, which shall be deposited at the Company's offices no later than four (4) hours before the meeting's convening, or via the electronic voting system up to six (6) hours before the meeting's convening, subject to proof of share ownership in accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 5760-2000. It should be noted that in accordance with the provisions of Section 83(d) of the Companies Law, if a shareholder votes in more than one way, the later vote shall be counted. In this regard, a vote by a shareholder in person or via proxy shall be considered later than a vote via a proxy card or via the electronic voting system.

4.3. Voting via Proxy Card or via Electronic Voting System

A shareholder may also vote at the meeting via the proxy card attached to this report, and also via an electronic voting system, as detailed below:

4.3.1. The website addresses where the text of the proxy card and position statements, as defined in Section 88 of the Companies Law, can be found are as follows, or a link to the electronic voting system as defined in Section 44A of the Securities Law: the Securities Authority's distribution site www.magna.isa.gov.il ("Distribution Site"), the TASE website www.tase.co.il ("TASE Website");

4.3.2. Voting in writing shall be done on the second part of the proxy card, as published on the Distribution Site;

4.3.3. A shareholder may contact the Company directly to receive the text of the proxy card and position statements, to the extent they are published;

4.3.4. A TASE member shall send via email, free of charge, a link to the text of the proxy card and position statements (to the extent they are published) on the Distribution Site to every shareholder who is not registered in the shareholders' register and whose shares are registered with that TASE member, unless the shareholder has notified that they are not interested in this, provided that the notice was given regarding a specific securities account and at a time prior to the record date for participation in the meeting;

4.3.5. A shareholder whose shares are registered with a TASE member is entitled to receive proof of ownership from the TASE member through which they hold their shares, at a branch of the TASE member or by mail to their address for the cost of shipping fees only, if requested; a request in this regard shall be given in advance for a specific securities account;

4.3.6. A TASE member shall enter into the electronic voting system a list containing the details required under Section 44IA(a) (3) of the Securities Law regarding each of the unregistered shareholders holding securities through them on the record date ("List of those eligible to vote in the system"); however, a TASE member may not include in the list of those eligible to vote in the system a shareholder who has submitted a notice by 12:00 PM on the record date stating they do not wish to be included in the list of those eligible to vote in the system;

4.3.7. An unregistered shareholder may, at any time, notify in writing the TASE member through which they hold shares that they do not wish to be included in the list of those eligible to vote in the system; if they have done so, the TASE member shall not transfer information regarding them in accordance with the voting in writing regulations as long as they have not received a different instruction from them, all subject to the aforementioned; such shareholder instructions shall be given regarding a securities account and not regarding specific securities held in the account;

4.3.8. The Company shall send, free of charge, to the shareholders registered in the shareholders' register a proxy card on the day of publication of the meeting notice;

4.3.9. The deadline for submitting proxy cards to the Company is four (4) hours before the meeting's convening; the deadline for voting in the electronic system is six (6) hours before the meeting's convening;

4.3.10. A shareholder's position statement shall be submitted up to ten (10) days before the meeting date; the Company will provide

to the Securities Authority and the TASE the version of the position statement no later than one (1) day after a shareholder has submitted it to the company; the company may 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 meeting date;

4.3.11. Entry to the electronic voting system will be done using the identification number of the account holder (or one of its owners, in the case of a joint account) and an access code generated for the account holder by the TASE member;

4.3.12. Upon entering the electronic voting system, the shareholder will be able to vote regarding an item on the meeting's agenda. Alternatively, they may request that their details be transferred through the system to the company for the purpose of proving ownership of the securities, without indicating the voting method, so they can vote physically at the meeting and without needing to present a certificate of ownership from the bank.

4.3.13. In accordance with the notice of the Israel Securities Authority of October 29, 2023, it should be noted that due to the security situation affecting our country these days and the strengthening of the Israel Securities Authority's defense systems in the cyber space, temporary difficulties may arise in the ability of the company's shareholders from abroad to access the electronic voting system; therefore, the attention of the company's shareholders is also directed to alternative voting methods at the meeting detailed in this report (namely using a voting card or a power of attorney), where, if necessary, the Israel Securities Authority support center can also be contacted at phone 077-2238333.

4.4. Changes to the Agenda and Adding an Item to the Agenda

4.4.1. After the publication of this immediate report, there may be changes to the agenda, including adding item(s), and position statements may be published; it will be possible to view the updated agenda and the position statements that have been published, if any, in the company's reports on the distribution site. One or more shareholders holding shares constituting at least one percent (1%) of the voting rights in the company may request the Board of Directors, up to seven (7) days after the meeting is called, to include a subject on the agenda provided that the subject is suitable for discussion at a general meeting.

4.4.2. If the Board of Directors finds that a subject requested to be included in the agenda is suitable for discussion at the general meeting, the company will prepare an updated agenda and a revised voting card, as required, and publish them no later than seven (7) days after the deadline for submitting a request to include an additional item on the agenda, as stated above. It is clarified that to the extent the company publishes an updated agenda, its publication does not change the record date as determined in this report.

4.5. Quorum and Adjourned Meeting

No discussion shall be opened at a general meeting of the company unless a quorum is present within half an hour of the time set for its opening. A quorum will be formed when there are present, in person or by proxy, at least two (2) shareholders holding at least twenty-five percent (25%) of all voting rights in the company ("The Quorum").

If after half an hour from the time set for the opening of the general meeting a quorum is not found, it will be adjourned to the same day in the following week and will take place at the same time and place - Wednesday, March 25, 2026 at 15:00, without any obligation to notify the shareholders or to any other day, or other time or other place as the company's Board of Directors shall determine in a notice to the shareholders ("The Adjourned Meeting"). At the adjourned meeting, the matters for which the first meeting was called will be discussed.

If at such an adjourned meeting a quorum is not found, two shareholders present in person or by proxy shall constitute a quorum, subject to the Companies Law.

It is clarified that in determining the quorum and the count of votes at the meeting, the votes listed in the electronic voting results or votes received via voting cards as stated in section 4.3 of this report will also be taken into account.

4.6. The Required Majority

4.6.1. The majority required to pass a resolution on an item on the agenda of the general meeting, in accordance with section 272(c1)(2) of the Companies Law, is a majority of the votes of the shareholders participating and voting on the resolution, provided that one of the following is met: (a) the count of the majority votes at the general meeting shall include a majority of all the votes of the shareholders...

shareholders who are not the company's controlling shareholders or have a personal interest in approving the transaction participating in the vote; in counting the total votes of the said shareholders, abstaining votes shall not be taken into account; for anyone who has a personal interest, the provisions of Section 276 shall apply with the necessary changes; or (b) the total opposing votes from among the shareholders mentioned in paragraph (a) did not exceed two percent (2%) of the total voting rights in the company.

However, insofar as the proposed resolution is not approved by the general meeting, the company's board of directors may, in special cases, approve the proposed resolution even if the general meeting opposed its approval, provided that the compensation committee and thereafter the company's board of directors decided to do so, based on detailed reasons, after re-discussing the proposed resolution and examining in said discussion, among other things, the opposition of the general meeting.

4.7. Notice of the existence of a personal interest

In accordance with Section 276 of the Companies Law, prior to the vote on a resolution on the meeting's agenda, each shareholder will be required to notify the company, before the vote, whether he has a personal interest in said resolution or not. If a shareholder does not so notify, he shall not vote regarding that resolution and his vote shall not be counted.

In addition, as required by law, each shareholder participating in the vote on the agenda resolution will be required to notify the company, before the vote at the meeting or, if the vote is by proxy statement – it will be marked in Part B of the proxy statement in the designated place – and also in the designated place insofar as his vote is via the electronic voting system, whether he has a personal interest in the approval of the said resolution or not. If a shareholder does not so notify, he shall not vote and his vote shall not be counted regarding the said resolution.

4.8. Last date for submitting position statements

The last date for submitting position statements is no later than ten (10) days before the date of the meeting. If a position statement from a shareholder is submitted as stated, the last date for submitting a position statement on behalf of the company, which will include the board of directors' response, is no later than five (5) days before the date of the meeting.

5. Inspection of Documents

The company's shareholders will be able to inspect any proposed resolution and documents relating to the agenda items of the meeting, according to law, at the company's offices on Sundays-Thursdays, during accepted working hours and by prior coordination by telephone 03-9673650 with Adv. Orly Granot – Ben Avi, until the date of the meeting assembly, as well as on the distribution site and the TASE website.

Respectfully,

Chen Mordechai, Chairman

Dunitz Brothers Ltd.

3/12/2026 | 6:08:12 PM

AI assistant

Duniec Brothers Ltd. Proxy Solicitation & Information Statement 2026

6754_rns_2026-03-12_eeb44d71-7b1c-45ba-a03a-4c2d22128168.pdf

Brothers Donitz Ltd.

Subject: Summons to a Special General Meeting of the Company

1. The subject on the agenda and the summary of the proposed resolution - approval of granting a bonus and providing a loan by JTLV Fund to Mr. Ronen Yafo, the Company's CEO

2. Additional details regarding the subject on the agenda - approval of granting a bonus and providing a loan to Mr. Ronen Yafo, the Company's CEO by JTLV Fund

2.1. General Background:

2.2. Approvals of the Compensation Committee and the Company's Board of Directors in deviation from the provisions of the company's existing compensation policy and a summary of the reasons and considerations:

Mr. Yaffo as the CEO of the Company and these will remain without any change or update $^9$ .

4. Summoning a Special General Meeting - Place of assembly, date, required majority, and record date

4.1. Place of the General Meeting and its date

4.2. The Record Date, eligibility to participate in the meeting, and voting method

4.3. Voting via Proxy Card or via Electronic Voting System

4.4. Changes to the Agenda and Adding an Item to the Agenda

4.5. Quorum and Adjourned Meeting

4.6. The Required Majority

4.7. Notice of the existence of a personal interest

4.8. Last date for submitting position statements

5. Inspection of Documents

AI assistant

Duniec Brothers Ltd. — Proxy Solicitation & Information Statement 2026

6754_rns_2026-03-12_eeb44d71-7b1c-45ba-a03a-4c2d22128168.pdf

Brothers Donitz Ltd.

Subject: Summons to a Special General Meeting of the Company

1. The subject on the agenda and the summary of the proposed resolution - approval of granting a bonus and providing a loan by JTLV Fund to Mr. Ronen Yafo, the Company's CEO

2. Additional details regarding the subject on the agenda - approval of granting a bonus and providing a loan to Mr. Ronen Yafo, the Company's CEO by JTLV Fund

2.1. General Background:

2.2. Approvals of the Compensation Committee and the Company's Board of Directors in deviation from the provisions of the company's existing compensation policy and a summary of the reasons and considerations:

Mr. Yaffo as the CEO of the Company and these will remain without any change or update $^9$ .

4. Summoning a Special General Meeting - Place of assembly, date, required majority, and record date

4.1. Place of the General Meeting and its date

4.2. The Record Date, eligibility to participate in the meeting, and voting method

4.3. Voting via Proxy Card or via Electronic Voting System

4.4. Changes to the Agenda and Adding an Item to the Agenda

4.5. Quorum and Adjourned Meeting

4.6. The Required Majority

4.7. Notice of the existence of a personal interest

4.8. Last date for submitting position statements

5. Inspection of Documents

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