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Econergy Renewable Energy Ltd. Proxy Solicitation & Information Statement 2026

May 27, 2026

6756_rns_2026-05-27_d31db3e6-104b-478d-bd5f-0ec3b0949c5e.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.

Econergy Ltd.

Number in the Registry: 516339777

To: Israel Securities Authority
www.isa.gov.il

To: Tel Aviv Stock Exchange Ltd.
www.tase.co.il

T460 (Public)
Transmitted by MAGNA: 26/05/2026
Reference: 2026-01-048821

The corporation will schedule the report for publication on 27/05/2026 07:00

Immediate report on a meeting

Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 1970

Explanation: If one of the items on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report T138 in parallel.

Is there a possibility of voting via the electronic voting system: Yes

Note: The option of selection in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will obligate the corporation to process all votes received in this system.

Link to the voting system website where voting can be carried out: Voting system

Explanation: Eligible voters entitled to vote via the system will receive access details to the system from the TASE members.

The corporation announces: Convening a meeting

Note: In the event of a change in the date of the meeting (postponement or bringing forward) select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".

The reference number of the last notice of the meeting is __, which was convened for the date ____

Reason for postponement or cancellation: __ ____

Explanation: You must refer to the reference number of the last notice of convening or postponing the meeting

  1. Type of security Share

Name of the qualifying security: Econergy

The number of the qualifying security on the stock exchange that entitles its holder to participate in the meeting 1178334

The record date for entitlement to participate and vote in the meeting: 03/06/2026

Explanation: If a meeting is required for more than one security, you must report T460 for each additional security separately. Reports in which additional security numbers are specified will require submission of a corrective report

  1. On the date: 20/05/2026

It was decided on Convening a meeting Annual and special general meeting

which will convene on Wednesday on the date: 01/07/2026 at: 17:00

At the address: The Company offices at 1 HaTachana Street, Menivim Tower, Kfar Saba

  1. Agenda:

Explanation: Numbering of the items on the agenda will correspond to their order of appearance in the meeting notice report if attached as a file.

Items/resolutions to be raised at the meeting:

1

The subject / resolution and its details:

Approval of an updated compensation policy for the Company, as detailed in section 2 of the meeting notice 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.

Approval of compensation policy pursuant to section 267A(a) of the Companies Law

Note: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here

Gender: __

Note: Filling in this field is possible only when the resolution is for appointment of an external director only.

There is no obligation to state gender.

Type and identification number

Explanation: For resolutions concerning the term of office of a director, the director's identification number must be entered

Is it a transaction between the Company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? No

Does the transaction include a private offering __

Regarding how to fill out this section and the exemption granted to companies from parallel reporting on an additional form, see the notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, select the field "Declaration: No appropriate field for classification" and select "Yes" transaction with controlling shareholder.

Only in the case of a BONDS holders' meeting or where this is not a transaction with a controlling shareholder and no suitable field was found in the table, you must explain and detail the relevant statutory provisions under which the resolution is required.

Does the subject require disclosure of affiliation or other characteristic of the voting shareholder: __

Note: These values can be selected only in a case where "Declaration: No appropriate field for classification" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.

In the case of a BONDS holders' meeting

It was decided there is another matter: __

Details of the other matter

Note: Details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be drafted so that the answer is in the format "Yes"/"No". The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and an option to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under section 350):

Note: This field determines the wording of the requirement for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.

☐ Disclosure correction

☐ Minor change or a change that only benefits the Company compared with the wording of the resolution specified in the last report

☐ Removed from the agenda

☐ The subject was discussed at a previous meeting

☐ Change of subject / addition of new subject to the agenda by court order

☐ Change of subject / addition of new subject to the agenda pursuant to Regulation 5b of the Companies Regulations

☐ (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000

☐ Addition of a new subject to the agenda after the record date due to a technical error, as detailed:


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.

Explanation: After the record date no amendment can be made to the resolution except an amendment to the terms of the transaction that benefits the Company or a minor change. Also, after the record date new subjects cannot be added to the agenda except by court order or pursuant to Regulation 5b of the Notice and Announcement Regulations

The resolution on the agenda is brought to a vote

Type of majority required for approval Not an ordinary majority The required majority is an ordinary majority, i.e., a majority of the votes of the shareholders present at the general meeting, either in person or by proxy at the meeting who are entitled to vote and who voted thereat, without taking into account abstaining votes, provided that one of the following is fulfilled: A. In the count of the majority votes at the general meeting, a majority of all the votes of the shareholders who are not personally interested in approving the resolutions listed, participating in the vote, will be included; in the count of all the votes of such shareholders, abstaining votes will not be taken into account; those who have a personal interest shall be subject to the provisions of section 276 of the Companies Law, with the necessary changes. B. The total opposing votes among the shareholders referred to in subsection A above shall not exceed two percent (2%) of all the voting rights in the Company.

Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No

2

The subject / resolution and its details:

Approval of an update to the terms of office and employment of each of Mr. Eyal Podhorzer, the Company's CEO, and Mr. Yoav Shapira, the Company's Deputy CEO, for a period of 3 years from the date of approval by the meeting, including the grant of equity compensation, all subject to approval of the Company's updated compensation policy as detailed in section 2 of the meeting notice report. For details see sections 3, 4 and 5 of the meeting notice report.

Declaration: No appropriate field for classification

Note: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here

Gender: _____

Note: Filling in this field is possible only when the resolution is for appointment of an external director only.

There is no obligation to state gender.

Type and identification number

Explanation: For resolutions concerning the term of office of a director, the director's identification number must be entered

Is it a transaction between the Company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? Yes

Does the transaction include a private offering Yes

Regarding how to fill out this section and the exemption granted to companies from parallel reporting on an additional form, see the notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, select the field "Declaration: No appropriate field for classification" and select "Yes" transaction with controlling shareholder.

Only in the case of a BONDS holders' meeting or where this is not a transaction with a controlling shareholder and no suitable field was found in the table, you must explain and detail the relevant statutory provisions under which the resolution is required.

Does the subject require disclosure of affiliation or other characteristic of the voting shareholder: _____

Note: These values can be selected only in a case where "Declaration: No appropriate field for classification" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.

In the case of a BONDS holders' meeting

It was decided there is another matter: _____

Details of the other matter



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.

Note: Details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be drafted so that the answer is in the format "Yes"/"No". The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and an option to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under section 350):


Note: This field determines the wording of the requirement for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.

Disclosure correction
Minor change or a change that only benefits the Company compared with the wording of the resolution specified in the last report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of new subject to the agenda by court order
Change of subject / addition of new subject to the agenda pursuant to Regulation 5b of the Companies Regulations
(Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as detailed:

Explanation: After the record date no amendment can be made to the resolution except an amendment to the terms of the transaction that benefits the Company or a minor change. Also, after the record date new subjects cannot be added to the agenda except by court order or pursuant to Regulation 5b of the Notice and Announcement Regulations

The resolution on the agenda is brought to a vote

Type of majority required for approval Not an ordinary majority The required majority is an ordinary majority, i.e., a majority of the votes of the shareholders present at the general meeting, either in person or by proxy at the meeting who are entitled to vote and who voted thereat, without taking into account abstaining votes, provided that one of the following is fulfilled: A. In the count of the majority votes at the general meeting, a majority of all the votes of the shareholders who are not personally interested in approving the resolutions listed, participating in the vote, will be included; in the count of all the votes of such shareholders, abstaining votes will not be taken into account; those who have a personal interest shall be subject to the provisions of section 276 of the Companies Law, with the necessary changes. B. The total opposing votes among the shareholders referred to in subsection A above shall not exceed two percent (2%) of all the voting rights in the Company.

Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No

3

The subject / resolution and its details:

Approval of an update to the terms of office and employment of Mr. Shlomo Zohar, who serves as Chairman of the Company's Board of Directors, as detailed in section 6 of the meeting notice report, including the grant of equity compensation, subject to approval of an amendment to the Company's compensation policy.

Transaction with a director regarding his terms of office and employment pursuant to section 273(a) of the Companies Law

Note: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here

Gender: _____

Note: Filling in this field is possible only when the resolution is for appointment of an external director only.

There is no obligation to state gender.

Type and identification number

Explanation: For resolutions concerning the term of office of a director, the director's identification number must be entered



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.

Is it a transaction between the Company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? No

Does the transaction include a private offering Yes

Regarding how to fill out this section and the exemption granted to companies from parallel reporting on an additional form, see the notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, select the field "Declaration: No appropriate field for classification" and select "Yes" transaction with controlling shareholder.

Only in the case of a BONDS holders' meeting or where this is not a transaction with a controlling shareholder and no suitable field was found in the table, you must explain and detail the relevant statutory provisions under which the resolution is required.

Does the subject require disclosure of affiliation or other characteristic of the voting shareholder: ____

Note: These values can be selected only in a case where "Declaration: No appropriate field for classification" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.

In the case of a BONDS holders' meeting

It was decided there is another matter: ____

Details of the other matter

Note: Details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be drafted so that the answer is in the format "Yes"/"No". The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and an option to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under section 350):

Note: This field determines the wording of the requirement for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.

☐ Disclosure correction
☐ Minor change or a change that only benefits the Company compared with the wording of the resolution specified in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of new subject to the agenda by court order
☐ Change of subject / addition of new subject to the agenda pursuant to Regulation 5b of the Companies Regulations
☐ (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
☐ Addition of a new subject to the agenda after the record date due to a technical error, as detailed:

Explanation: After the record date no amendment can be made to the resolution except an amendment to the terms of the transaction that benefits the Company or a minor change. Also, after the record date new subjects cannot be added to the agenda except by court order or pursuant to Regulation 5b of the Notice and Announcement Regulations

The resolution on the agenda is brought to a vote

Type of majority required for approval Ordinary majority

Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No


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.

3.1. Additional information on the resolutions concerning a private offering pursuant to the Securities Regulations (Private Offering of Securities in a Listed Company):
3.1.1. Date of approval of the transaction by the Board of Directors 20/05/2026
3.1.2. Type of offering Material
3.1.3. The securities allocated:

No. Type of security: Security number on the stock exchange: Quantity of shares / securities convertible or exercisable into shares including rights to these*: Number of shares obtained from exercise of the convertible securities* Number of the Company's share on the stock exchange Base price of the share on the trading day preceding the date of filing the report** The percentage of voting rights granted by the allocated securities: The percentage of equity granted by the allocated securities:
1 Other
Blocked shares - RSU 0000000
0000000 1,753,506 1,753,506 1178334 New shekel 0 0
2 Warrants for shares 1196013
Econergy Warrant 3/23 50,000 50,000 1178334 New shekel 0 0

Explanation: The percentage will be calculated based on the rights in the Company before the offering; if convertible securities are allocated, state the percentage they constitute as if they were converted or exercised.

*The quantity will be calculated before capital consolidation.

** According to the report submitted initially.

3.1.4. The Company applied to the TASE on 25/05/2026 to obtain approval for listing for trading of the shares offered or resulting from the securities offered under this report.
3.1.5. Number of offerees in the last 12 months, excluding sophisticated offerees
3.1.6. Have the issued securities been deposited with a trustee

Details of the trustee:

3.1.7. To the report No financial statements were attached under Regulation 9(2) of the Securities Regulations (Private Offering of Securities in a Listed Company); name of accountant

The review report/opinion of the accountant to the financial statements attached is identical to the originally signed copy delivered to the Company.

If financial statements were not attached, specify the reason The corporation is a public company

3.2. Additional information on the resolutions concerning transactions with a controlling shareholder pursuant to the Securities Regulations (Transaction between a Company and its Controlling Shareholder):
3.2.1. Date of approval of the transaction by the Board of Directors 20/05/2026
3.2.2. Reference number of the preliminary report , date of its submission

Main changes made in this report compared with the latest version of the preliminary report:

Explanation: Must be filled in if a preliminary report was submitted

3.2.3. Type of transaction

No. Type of transaction
1 Terms of office and employment of controlling shareholder

3.2.4. Effective date of the transaction 01/07/2026

3.2.5. $\bigcirc$ Transaction that is not provision of services/terms of office and employment Duration of transaction in months

$\bigcirc$ Transaction for provision of services/terms of office and employment Duration of transaction in months 36


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.

3.2.6. To the report No financial statements were attached pursuant to Regulation 6(f) of the Securities Regulations (Transaction between a Company and its Controlling Shareholder); name of accountant

The review report/opinion of the accountant to the financial statements attached is identical to the originally signed copy delivered to the Company.

If financial statements were not attached, specify the reason The corporation is a public company

3.3. No professional opinions were attached to the report:

No. Name of provider of the opinion Validity date of the opinion
1 _____ _____

Attachment of the meeting notice report: Meeting Notice Report with Marked Compensation Policy Isa.pdf

  1. Attachments

4.1 Attachment of a file that includes the wording of the ballot / position statements: Ballot Isa.pdf

YesWording of ballot

NoPosition statements

Explanation: If a ballot and/or position statement is attached, ensure that they are drafted in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The Company must consolidate all position statements (as defined in section 88 of the Companies Law) in a single file specifying the publication date of the statement, the sender, and a reference to the relevant page in the consolidated file.

4.2 Attachment of a file that includes candidates' declarations / other accompanying documents: _

Declaration of the candidate to serve as a director in the corporation

Declaration of an independent director

Declaration of an external director

Declaration of appointment of representative to the trusteeship

Amended trust deed

Application for approval of creditors' arrangement under section 350

Other

  1. Quorum for holding the meeting:

No discussion on any matter at the general meeting shall be opened unless a legal quorum is present within half an hour from the time set for its opening, except in cases where otherwise conditioned in the Companies Law or in the Company's Articles. A legal quorum shall be constituted when at least one shareholder or more is present, in person or by proxy, holding together at least $25\%$ of the voting rights in the Company (the "legal quorum"). If no legal quorum is present at the general meeting at the end of half an hour from the time set for the start of the general meeting, the general meeting shall be adjourned to Tuesday, July 8, 2026, at 17:00, at the same place. If at the adjourned meeting no legal quorum is present after half an hour from the time set for the meeting, then the adjourned meeting shall take place with any number of participants whatsoever..

  1. In the absence of a legal quorum, the adjourned meeting will take place on 08/07/2026, at 17:00,

At the address: The Company offices at 1 HaTachana Street, Menivim Tower, Kfar Saba..

In the absence of a legal quorum, the meeting will not take place.

  1. The place and times at which any proposed resolution, the full wording of which was not brought in the detailed agenda above, may be reviewed

At the Company offices at 1 HaTachana Street, Menivim Tower, Kfar Saba, after prior coordination by telephone: 0547680868, Sunday-Thursday, during normal business hours, and this until the date of the general meeting.

Meeting identifier: _

Note: The meeting identifier is the reference of the initial report. In the initial report on the meeting, the field remains empty.

Details of the authorized signatories on behalf of the corporation:

Name of signatory Position
1 Eyal Podhorzer CEO and Director

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.

Name of signatory Position
2 Yoav Shapira Other Deputy CEO and Director

Explanation: Under Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted under these regulations shall be signed by those authorized to sign on behalf of the corporation. Staff position on the matter can be found on the ISA website: click here.

Reference numbers of previous documents on the subject (such reference does not incorporate them by way of reference):

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange. Form structure update date: 09/12/2025

Short name: Econergy

Address: HaTachana1, Kfar Saba4453001 Telephone: 054-7680868, Fax: 03-7770101

Email: [email protected] Company website: www.econergytech.com

Previous names of reporting entity: Econergy Renewable Energy Ltd.

Name of electronic reporter: Podhorzer EyalPosition: CEO and DirectorName of employing company:

Address: HaTachana1, Kfar Saba4453001Telephone: 054-4636886Fax: Email: [email protected]