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Econergy Renewable Energy Ltd. Proxy Solicitation & Information Statement 2026

May 27, 2026

6756_rns_2026-05-27_b41b93a3-62ab-4cc1-9974-0df37caa4d66.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.

Voting Paper according to the Companies Regulations (Written Voting and Position Statements), 2005 ("Voting Paper Regulations")

Part One

  1. Company Name: Econergy Ltd. ("the Company").
  2. Type of General Meeting: Annual and Special General Meeting of the Company's shareholders ("the General Meeting").
  3. The Time and Place of Convening: The meeting will be held on Wednesday, July 1, 2026 at 17:00, at the Company's offices at 1 HaTachana St., Menivim Tower, Kfar Saba.

No discussion shall be opened on any matter at a General Meeting unless a legal quorum is present within half an hour from the time set for its opening, except in cases where otherwise stipulated in the Companies Law or the Company's Articles of Association, a legal quorum shall be formed when at least shareholder(s) (one or more) holding together at least 25% of the voting rights in the Company ("the Legal Quorum") are present, in person or by proxy. 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 meeting, the General Meeting shall be adjourned to Wednesday, July 8, 2026 at 17:00, at the same place. If a legal quorum is not found at the adjourned meeting after half an hour from the time set for the meeting, then the adjourned meeting shall be held with any number of participants.

  1. Details of the item on the agenda, for which voting can be done via voting paper and the wording of the proposed resolution

4.1 Approval of an updated remuneration policy for the Company, as detailed in Section 2 of the meeting summons report ("the Updated Remuneration Policy").

It is proposed to approve an updated remuneration policy for the Company, as detailed in Section 2 of the meeting summons report.

Proposed wording of the resolution: "To approve the Company's updated remuneration policy in the version attached as Appendix A to the meeting summons report".

4.2 Approval of the update of the terms of office and employment for 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 the meeting's approval, including the granting of equity compensation, all subject to the approval of the Company's updated remuneration policy as detailed in Section 2 of the meeting summons report.

It is proposed to update the terms of office and employment for 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 the meeting's approval, including the granting of equity compensation, all subject to the approval of the Company's updated remuneration policy as detailed in Section 2 of the meeting summons report. For details, see Sections 3, 4, and 5 of the meeting summons report.

Proposed wording of the resolution: "To approve an update to the terms of office and employment for 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 the meeting's approval, including a material private placement of 876,753 units


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.

of performance-based restricted shares for each of Mr. Podhorzer and Mr. Shapira, as detailed in Sections 3-5 of the meeting summons report, subject to the approval of the Company's updated remuneration policy"

4.3 Approval of an update to the terms of office and employment of Mr. Shlomo Zohar, serving as the Chairman of the Company's Board of Directors, as detailed in Section 6 of the meeting summons report, including the granting of equity compensation, subject to the approval of the amendment to the Company's remuneration policy.

It is proposed to approve an update to the terms of office and employment of Mr. Shlomo Zohar, serving as the Chairman of the Company's Board of Directors, as detailed in Section 6 of the meeting summons report, including the granting of equity compensation, subject to the approval of the amendment to the Company's remuneration policy.

Proposed wording of the resolution: "To approve an update to the terms of office and employment of Mr. Shlomo Zohar, serving as the Chairman of the Company's Board of Directors, including a material private placement of 50,000 warrants (not registered for trading), as detailed in Section 6 of the meeting summons report"

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

The meeting summons report and the documents mentioned in it, as well as the full wording of the resolution on the agenda, can be inspected at the Company's offices at 1 HaTachana St., Menivim Tower, Kfar Saba, after prior coordination by phone: 0547680868, on Sundays-Thursdays, during customary working hours, until the day of the General Meeting. Additionally, the voting paper by which resolutions brought to the meeting can be voted on ("the Voting Paper") and position statements as defined in Section 88 of the Companies Law, to the extent provided, can be inspected on the distribution site of the Israel Securities Authority and on the website of The Tel-Aviv Stock Exchange Ltd., as detailed in Section 13 below.

  1. The majority required to pass a resolution at the General Meeting on the agenda item for which voting can be done via voting paper

6.1 The majority required to pass the resolutions listed in Sections Error! Reference source not found. and 4.2 above is an ordinary majority, meaning a majority of the votes of the shareholders present at the General Meeting, either in person or by proxy, who are entitled to vote and vote thereat, without taking into account abstaining votes, provided that one of the following is met:

A. The count of majority votes at the General Meeting shall include a majority of the total votes of shareholders who do not have a personal interest in approving the listed resolutions, who participate in the vote; the count of the total votes of said shareholders shall not include abstaining votes; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes.

B. The total opposing votes among the shareholders mentioned in subsection A above shall not exceed a rate of two percent (2%) of all voting rights in the Company.

6.2 The majority required to pass the resolution listed in Section Error! Reference source not found. above is an ordinary majority, meaning a majority of the votes of the shareholders present at the General Meeting, either in person or by proxy, who are entitled to vote and vote thereat.

  1. Validity of the Voting Paper

The Voting Paper will be valid only if the following documents are attached to it:


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.

If the shareholder is an unregistered shareholder¹ – the voting paper will be valid only if a confirmation of ownership is attached to it or if a confirmation of ownership was sent to the Company via the electronic voting system until the system lock time, as defined below.

If the shareholder is a registered shareholder² – the voting paper will be valid only if a copy of the ID card, passport, or incorporation certificate of the registered shareholder is attached to it.

The voting paper and the documents to be attached to it as detailed in this section must be delivered³ to the Company's offices (including via registered mail) up to 4 hours before the time of convening the General Meeting.

8. Confirmation of Ownership

A shareholder whose right to shares is registered with a stock exchange member and those shares are included among the shares registered in the Company's shareholder register in the name of the Nominee Company (hereinafter: "unregistered shareholder") shall provide to the Company's offices, at the address registered above, no less than four (4) hours before the time set for the start of the meeting, a confirmation from the stock exchange member with whom his right to the share is registered, regarding his ownership of the share on the Record Date. The confirmation shall include the details specified in Regulation 2 and in the form in the supplement to the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 2000. Such an unregistered shareholder is entitled to receive the confirmation of ownership from the stock exchange member through whom he holds his shares, at the branch of the stock exchange member or by mail to his address in exchange for shipping costs only, if he so requested. A request for this matter shall be given in advance for a specific securities account.

Alternatively, an unregistered shareholder shall be entitled to send a confirmation of ownership to the Company via the electronic voting system until the system lock time (as detailed in Section 10 below). Without derogating from the above, an electronic message approved under Section 44K11(5) of the Securities Law, 1968, regarding the data of users in the electronic voting system – shall be treated as a confirmation of ownership of a share for any shareholder included in it.

9. Voting in the Electronic Voting System

An unregistered shareholder is entitled to vote also via the electronic voting system. Voting via the electronic voting paper will be possible starting from the end of the set date and until six (6) hours before the time of convening the meeting ("system lock time"), at which time the electronic voting system will be closed. Voting in the electronic voting system can be changed or canceled until the system lock time and cannot be changed via the electronic voting system after this time.

It should be noted that according to Section 83(d) of the Companies Law, if a shareholder voted in more than one way, his later vote will be counted, where for this matter, a vote by the shareholder in person or by proxy will be considered later than a vote via the electronic voting system.

10. The Company's address for delivery of voting papers and position statements

¹ An unregistered shareholder is one whose right is registered with a stock exchange member and that share is included among the shares registered in the Company's shareholder register in the name of the Nominee Company of Bank Leumi Le-Israel Ltd. ("unregistered shareholder").

² A shareholder registered in the Company's shareholder register ("registered shareholder").

³ For this purpose, "delivery date" is the time at which the voting paper and its attached documents arrived at the Company's offices.

The Company's offices (to the attention of Mr. Yoav Shapira, Deputy CEO of the Company and Director), at 1 HaTachana St., Menivim Tower, Kfar Saba.


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. The deadline for providing position statements to the Company by the shareholders

Up to ten (10) days before the date of the meeting ("the deadline for sending position statements by the shareholders").

  1. The deadline for providing the Board of Directors' response to the position statements

No later than five (5) days after the deadline for sending position statements by the shareholders.

  1. The Record Date for shareholders' eligibility to participate and vote in the meeting:

The Record Date for eligibility to participate and vote in the meeting in accordance with Section 182(b) of the Companies Law and Section 3 of the Companies Regulations (Written Voting and Position Statements), 2005, is June 3, 2026.

  1. The address of the websites where the voting papers and position statements are located

The distribution site of the Securities Authority ("the distribution site"): http://www.magna.isa.gov.il;

The website of The Tel-Aviv Stock Exchange Ltd. ("the stock exchange site"): http://maya.tase.co.il.

  1. A shareholder may contact the Company directly and receive from it the wording of the voting paper and position statements.

  2. A shareholder is entitled to receive the confirmation of ownership at a branch of the stock exchange member or by mail, if requested, and a request for this matter shall be given in advance for a specific securities account. Additionally, an unregistered shareholder may instruct that his confirmation of ownership be transferred to the Company via the electronic voting system.

  3. An unregistered shareholder is entitled to receive by email free of charge a link to the wording of the voting paper and position statements (to the extent position statements are provided) on the distribution site of the Securities Authority, from the stock exchange member through whom he holds his shares, unless he notified the stock exchange member that he does not wish to receive such a link or that he wishes to receive voting papers by mail in exchange for payment. Such notification regarding voting papers shall also apply regarding the receipt of position statements.

  4. Inspection of voting papers

One or more shareholders holding shares at a rate constituting five percent (5%) or more of the total voting rights in the Company, as well as whoever holds such a rate out of the total voting rights not held by a controlling shareholder in the Company, as defined in Section 268 of the Companies Law ("controlling shareholder"), is entitled by himself or through a proxy on his behalf, after the General Meeting has convened, to inspect at the Company's office (whose address is specified in Section 11 above), during customary working hours, the voting papers as detailed in Regulation 10 of the Voting Paper Regulations.

5/27/2026 14:03:47 AM | 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. .

Close to the date of publication of the meeting summon report, the amount of shares constituting five percent (5%) of the total voting rights in the Company is: 3,372,130 ordinary shares without par value of the Company.

Close to the date of publication of the meeting summon report, the amount of shares constituting five percent (5%) of the total voting rights in the Company which, to the best of the Company's knowledge, are not held by a controlling shareholder is 2,175,148 ordinary shares without par value of the Company.

19. Disclosure of affiliation or other characteristic

19.1. A shareholder participating in the vote regarding a resolution on the agenda of the general meeting as detailed in sections 4.1 and 4.2 above, shall notify the Company before the vote at the general meeting (or if the vote is via a voting paper and/or a power of attorney and/or an electronic voting paper, shall mark in the second part of the voting paper and/or in the electronic voting paper, in the designated place, and/or in the power of attorney), whether they have a personal interest in the approval of the resolution. It is clarified that anyone who does not mark the existence or absence of an affiliation or other characteristic as stated or marks "Yes" and does not describe the nature of the affiliation or other characteristic, their vote will not be counted.

19.2. According to the provisions of Regulation 36D(d) of the Reports Regulations, to the extent that the vote is by power of attorney, notice regarding the existence or absence of a personal interest shall be given both regarding the appointer and the proxy.

19.3. Furthermore, a shareholder wishing to participate in the vote must notify the Company, including by way of marking in the designated place in the second part of the voting paper, in the electronic voting paper and/or in the power of attorney, whether they are an interested party in the Company, a senior officer, or an institutional investor.

20. Changes to the Agenda

In accordance with and subject to the provisions of the Companies Law and the Voting Papers Regulations, the Company shall be entitled, after the publication date of this voting paper, to make changes to the resolutions on the agenda (including adding a topic), and position statements may also be published regarding the resolutions on the agenda. Insofar as such changes are made and/or position statements are published, they can be viewed in the Company's current reports on the Distribution Site.

An amended voting paper, as required following changes to the resolutions on the agenda, will be published by the Company on the Distribution Site simultaneously with the publication of the changes to the resolutions as stated, and no later than the dates detailed in section 5B of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding a Topic to the Agenda), 5760-2000.

A shareholder shall indicate their manner of voting regarding the items on the agenda in the second part of this voting paper


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. (the "Company")

Voting Paper according to the Companies Regulations (Written Voting and Position Statements), 2005

Part Two

Company Name : Econergy Ltd. (the "Company").

Company Address (for delivery and mailing of voting papers) : The Company's offices (to the attention of Mr. Yoav Shapira, Deputy CEO and Director), at 1 HaTachana St., Menivim Tower, Kfar Saba.

Company Number : 516339777.

Meeting Date : Wednesday, July 1, 2026 at 17:00.

Type of Meeting : Annual and Special General Meeting of Shareholders.

Determining Date : June 3, 2026.

Shareholder Details

  1. Shareholder Name —
  2. Identity Number —
  3. If the shareholder does not have an Israeli identity card —
    Passport Number —
    Country of Issue —
    Valid Until —
  4. If the shareholder is a corporation —
    Corporation Number —
    Country of Incorporation —

Manner of Voting

The topic on the agenda regarding which one can vote via the voting paper Manner of Voting4 Are you a controlling shareholder or have a personal interest in the resolution?5 Are you an interested party in the Company? Are you a senior officer in the Company? Are you an institutional investor?
For Against Abstain Yes No Yes No Yes No Yes No
To approve the updated remuneration policy of the Company in the version attached as Appendix A to the Meeting Summon Report.
To approve an update to the terms of tenure and employment of each of Mr. Eyal Podhorzer, the CEO of the Company, and Mr. Yoav Shapira, the Deputy CEO of the Company, for a period of 3 years from the date of meeting approval, including a material private allocation of 876,753 performance-based restricted stock units to each of Mr. Podhorzer and Mr. Shapira, as detailed in sections 3-5 of the Meeting Summon Report, subject to the approval of the updated remuneration policy of the Company.

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 topic on the agenda regarding which one can vote via the voting paper Manner of Voting4 Are you a controlling shareholder or have a personal interest in the resolution?5 Are you an interested party in the Company? Are you a senior officer in the Company? Are you an institutional investor?
For Against Abstain Yes No Yes No Yes No Yes No
To approve an update to the terms of tenure and employment of Mr. Shlomo Zohar, serving as Chairman of the Board of Directors of the Company, including a material private allocation of 50,000 warrants (not listed for trading), as detailed in section 6 of the Meeting Summon Report.

For shareholders holding shares through a TASE member (according to Section 177(1) of the Companies Law) - this voting paper is valid only when accompanied by an ownership confirmation (as defined in the regulations) except in cases where the voting is via the electronic voting system.

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

Details regarding the nature of the affiliation or other characteristic of the shareholder (as relevant):

4 Failure to mark will be considered an abstention from voting on that topic.
5 A shareholder who does not fill in this column or who marks "Yes" and does not specify, their vote will not be counted.

5/27/2020 | 4:03:49 AM | 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.


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.

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5/27/2026 | 4:03:50 AM | v1.2.5