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Duniec Brothers Ltd. Proxy Solicitation & Information Statement 2026

Mar 12, 2026

6754_rns_2026-03-12_9a58b56d-97bd-4e10-b8ad-8a673b78b864.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.

Dunietz Bros. Ltd. ("the Company")

Voting card according to the Companies Regulations (Written Voting and Position Statements), 5766-2005 ("the Regulations")

Part One

  1. Company Name: Dunietz Bros. Ltd.

  2. Type of General Meeting and its convening date: Special General Meeting ("the Meeting"), which will be held on Wednesday, March 18, 2026, at 15:00, at the Company's offices in Yakum Business Park, Holland Building D.

  3. Details of the agenda item for which a vote may be cast via voting card and the wording of the proposed resolution:

The agenda item and summary of the proposed resolution - Approval of granting a bonus and providing a loan by the JTLV Fund to Mr. Ronen Yaffo, the Company's CEO

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

For further details, see Section 2 of the Meeting Summon Report to which this voting card is attached.

  1. The place and hours where the full wording of the proposed resolution can be reviewed:

The Company's shareholders will be able to review the documents concerning the agenda item of the Meeting, by law, at the Company's offices on Sundays to Thursdays, during accepted business hours and by prior coordination by telephone at 03-9673650 with Adv. Orly Granot - Ben Avi, up until the date of the Meeting's convening. Furthermore, the documents can be reviewed on the Israel Securities Authority's website at www.magna.isa.gov.il and on the Tel-Aviv Stock Exchange Ltd. ("the Stock Exchange") website at www.maya.tase.co.il.

  1. The majority required for adopting the resolution on the agenda:

5.1. The majority required for adopting the resolution 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 in the General Meeting includes a majority of the total votes of shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the transaction who participate in the vote; in the count of the total votes of the said shareholders, the votes of those abstaining will not be taken into account; the provisions of Section 276 shall apply to anyone who has a personal interest, with the necessary changes; or (b) the total opposing votes among the shareholders mentioned in paragraph (a) did not exceed a rate of 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 so decided, based on detailed reasoning, after re-discussing the proposed resolution and examining in said discussion, among other things, the opposition of 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. .

  1. To the best of the Company's knowledge and as reported to it, [TLV 2 (Dunietz) Limited Partnership (540305075) and [TLV 2 (Elad Residences New) Limited Partnership (540296365), are held by [TLV 2 (PE) Limited Partnership ("the Fund") as a limited partner alongside additional limited partners. To complete the picture, the general partner in the Fund and in the aforementioned partnership is [TLV 2 (General Partner) Limited Partnership ("the General Partner"). The General Partner of the General Partner is A.S.A.Z. General Partner Company Ltd.
  2. To the best of the Company's knowledge and as reported to it, A.S.A.Z. Management Ltd. is a private company under the control of Hayya Ariel Rotter, Amir Biram and Shlomo Gutman and is the management company of the Fund by the [TLV Fund].

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.

  1. It should be noted that in Part B of this voting card, space is allocated for marking whether you are an interested party and/or a senior officer and/or an institutional investor.

  2. A registered shareholder who wishes to vote at the meeting without attending the general meeting and without sending a proxy may vote by means of this voting card.

  3. An unregistered shareholder $^{3}$ who wishes to vote at the meeting without attending the general meeting and without sending a proxy may vote by means of this voting card or through the electronic voting system.

  4. A shareholder registered in the shareholders' register who wishes to vote in writing shall indicate on this voting card the manner of his vote and shall deliver it to the company or send it to it by registered mail, accompanied by a photocopy of his identity card or a photocopy of his passport or a photocopy of the certificate of incorporation, so that the voting card reaches the registered office of the company up to 4 hours before the time the meeting convenes.

  5. The voting card shall be valid for a registered shareholder only if a photocopy of an identity card, passport, or certificate of incorporation is attached to it.

  6. The voting card shall be valid for an unregistered shareholder only if a confirmation of ownership is attached to it or if a confirmation of ownership was sent to the company through the electronic voting system.

  7. A stock exchange member shall enter into the electronic voting system a list containing the details required under Section 44k4(a)(3) of the Securities Law, 5728-1968 ("Securities Law"), regarding each of the unregistered shareholders holding securities through it on the record date ("List of those entitled to vote in the system"); however, a stock exchange member shall not include in the list of those entitled to vote in the system a shareholder who has delivered to it, by 12:00 PM on the record date, a notice that he does not wish to be included in the list of those entitled to vote in the system.

  8. An unregistered shareholder may, at any time, notify in writing the stock exchange member through whom he holds shares that he does not wish to be included in the list of those entitled to vote in the system; if he does so, the stock exchange member shall not transfer information about him in accordance with the Companies Regulations (Written Voting and Position Statements), 2005, as long as he has not received another instruction from him, all subject to the above. Such shareholder instructions shall be given regarding the securities account and not regarding specific securities held in the account.

  9. The Company's address for delivery of voting cards and position statements: The Company's offices at Yakum Business Park, Holland Building D.

  10. The deadline for submitting voting cards to the company is 4 hours before the time the meeting convenes. The deadline for voting in the electronic voting system is 6 hours before the time the meeting convenes.

  11. The system closing time is 6 hours before the time the meeting convenes. Electronic voting may be changed or canceled until the system closing time and cannot be changed through the system after this time.

  12. Position statements of a shareholder shall be submitted up to ten (10) days before the meeting date; the Company shall provide the Securities Authority and the Tel Aviv Stock Exchange Ltd. ("the Stock Exchange"), in accordance with the Securities Regulations (Signature and Electronic Reporting), 2003 ("Electronic Reporting Regulations") with the text of the position statement, no later than one day after a shareholder submitted it to the Company; the Company may provide the Securities Authority and the Stock Exchange, in accordance with the Electronic Reporting Regulations, a position statement that includes the response of the Board of Directors as stated in Section 88(c) of the Companies Law, up to five (5) days before the meeting date.

  13. The addresses of the Securities Authority distribution site and the website of the Tel Aviv Stock Exchange Ltd. where the voting cards and position statements are located: The Securities Authority


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.

distribution site:

3 An unregistered shareholder is someone for whose benefit a share is registered with a stock exchange member and that share is included among the shares registered in the shareholders' register in the name of the Nominee Company.

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.

www.magna.isa.gov.il and the internet site of the Tel-Aviv Stock Exchange Ltd.:

www.maya.tase.co.il

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

  2. An unregistered shareholder is entitled to receive by email, free of charge, a link to the wording of the proxy statement and position notices on the distribution site, from the TASE member through which they hold their shares, unless they have notified the TASE member that they do not wish to receive such a link or that they wish to receive proxy statements by mail for a fee. Their notice regarding proxy statements will also apply to the receipt of position notices.

  3. One or more shareholders holding shares in a proportion constituting five percent or more of the total voting rights in the company, and anyone holding such a proportion of the total voting rights not held by the controlling shareholder in the company as defined in Section 268 of the Companies Law, is entitled, after the general meeting is convened, to inspect at the company's registered office, during regular working hours, the proxy statements and voting records via the electronic voting system that reached the company.

Holding approximately 385,940.40 ordinary shares of the company constitutes a 5% holding of the total voting rights in the company.

  1. After the publication of the proxy statement, there may be changes to the agenda, and the updated agenda can be viewed in the company's reports on the distribution site. A shareholder's request under Section 66(b) of the Companies Law to include an item on the agenda of a general meeting shall be submitted to the company up to seven days after the summoning of the general meeting, provided that the item is suitable to be discussed at the general meeting.

  2. The shareholder will indicate their voting manner regarding the items on the agenda in the second part of this proxy statement.


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. .

Dunitz Bros. Ltd. ("the Company")

Voting paper according to the Companies Regulations (Written Voting and Position Statement), 5766-2005

Part Two

Company Name : Dunitz Bros. Ltd.

Company Address (for delivery and mailing of voting papers) : Company offices at Yakum Business Park, Holland Building D.

Company No.: 520038605.

Date of General Meeting : Wednesday, March 18, 2026, at 15:00.

Place of General Meeting : Company offices at Yakum Business Park, Holland Building D.

Type of Meeting : Special General Meeting.

Record Date : Tuesday, February 17, 2026, at the end of the trading day on the Tel Aviv Stock Exchange Ltd.

Shareholder Details

Shareholder Name : ________

ID No.: ________

If the shareholder does not have an Israeli identity card -

Passport No.: ________

Country of Issue : ________

Valid until : ________

If the shareholder is a corporation

Corporation No.: ________

Country of Incorporation : ________

Holdings

Quantity of shares

Classification of Meeting Participant

Interested party in the company^{4} Senior officer in the company^{5} Institutional investor (including fund manager)^{6} None of the above

4 As the term "Interested Party" is defined in Section 1 of the Securities Law, 5728 - 1968.

5 As the term "Senior Officer" is defined in Section 37 (d) of the Securities Law, 5728 - 1968.

6 As the term is defined in Regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Management 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.


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. .

Voting Method

Topic No. Topics on the Agenda Voting Method7 Approval of transactions according to Sections 272(c1)(2) and 267a of the Companies Law, for which the required majority for approval is not an ordinary majority - Are you a controlling shareholder or do you have a personal interest in the approval of the resolution8?
For Against Abstain Yes No
1 Approval of granting a bonus and providing a loan by JTLV Fund to Mr. Ronen Jaffa, the Company's CEO.

For shareholders holding shares through a TASE member pursuant to Section 177(1) of the Companies Law - this voting card is valid only when accompanied by confirmation of ownership, except in cases where the voting is through the electronic voting system.

For shareholders registered in the Company's register of shareholders - the voting card is valid only when accompanied by a copy of an ID card/passport/incorporation certificate

Below are details regarding my being a controlling shareholder in the Company, or anyone on their behalf, and/or having a personal interest (as the term is defined in Section 1 of the Companies Law) in the approval of the topic on the agenda of the general meeting.

Date

Signature

3/12/2026 | 5:59:37 PM