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Econergy Ltd.

("The Company")

Israel Securities Authority

The Tel-Aviv Stock Exchange Ltd.

May 26, 2026

Via the MAGNA system

Dear Sir/Madam,

Re: Immediate report regarding the convening of an annual and special general meeting of the shareholders of the Company, which also constitutes a transaction report according to the Controlling Shareholder Transaction Regulations and a material private placement report according to the Private Placement Regulations

In accordance with the Companies Law, 5759-1999 ("Companies Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Reports Regulations"), 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, the Companies Regulations (Voting in Writing and Position Statement), 5765-2005 ("Voting in Writing Regulations"), the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at the General Meeting), 5760-2000 ("Proof of Ownership of a Share Regulations"), the Securities Regulations (Transaction between a Company and its controlling shareholder), 5761-2001 ("Controlling Shareholder Transaction Regulations"), and the Securities Regulations (Private Placement of Securities in a Listed Company), 5760-2000 ("Private Placement Regulations"), the Company hereby announces the convening of an annual general meeting of the shareholders of the Company ("the Meeting" or "the General Meeting"), to be held on Wednesday, July 1, 2026, at 17:00, at the Company's offices at 1 Hatahana Street, Kfar Saba, Menivim Tower, for the purpose of making the decisions on the agenda, as detailed below.

Part A - Details Regarding the Items on the Agenda and the Wording of Proposed Resolutions

Agenda for the Meeting and wording of the proposed resolutions:

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

Wording of the proposed resolution: "To approve the Updated Remuneration Policy of the Company in the wording attached as Appendix A to the Meeting summons report."

1.2. 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 the Meeting's approval, including the grant of equity-based compensation, all subject to the approval of the Company's Updated Remuneration Policy as detailed in Section 2 of this Meeting summons report. For details, see Sections 3, 4, and 5-1 of this Meeting summons report.

Wording of the proposed resolution: "To approve 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 the Meeting's approval, including a material private placement of 876,753 Performance Stock Units (PSUs) 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."

1.3 Approval of an update to the terms of office and employment of Mr. Shlomo Zohar, who serves as the Chairman of the Board of the Company, as detailed in Section 6 of this Meeting summons report, including the grant of equity-based compensation, subject to the approval of the amendment to the Company's Remuneration Policy.

Wording of the proposed resolution: "To approve an update to the terms of office and employment of Mr. Shlomo Zohar, who serves as the Chairman of the Board of the Company, including a material private placement of 50,000 warrants (not listed for trading), as detailed in Section 6 of the Meeting summons report."

Part B - Details Regarding the Items on the Agenda

.2 Approval of a new Remuneration Policy for the Company

2.1 On April 7, 2021, the Company's Board of Directors and the Company's general meeting of shareholders approved a remuneration policy for officers in accordance with Section 267A of the Companies Law. In accordance with what is stated in Regulation 1 of the Companies Regulations (Relief Regarding the Obligation to Determine a Remuneration Policy), 5773-2013 ("the Relief Regulations"), the remuneration policy will require approval after 5 years from the date the Company's shares were first listed for trading on the Exchange. For additional details, see Regulation 21 of Chapter D of the Company's Periodic report for 2025 (as published on March 3, 2026, reference no. 2026-01-019414) ("the Periodic report for 2025"). On May 2, 2023, the Company's General Meeting approved, after approval by the Remuneration Committee and the Company's Board of Directors at their meetings on March 23 and March 27, 2023, an amendment to the Company's Remuneration Policy, including an amendment regarding the definition of an active Chairman of the Board as well as a technical clarification regarding the eligibility of directors to receive equity-based compensation within the framework of the Remuneration Policy.¹

2.2 In accordance with what is stated in the Relief Regulations, and after 5 years from the date of listing the Company's shares for trading on the Exchange, the proposed Remuneration Policy is brought for approval. The proposed Remuneration Policy is attached with changes marked against the Company's current Remuneration Policy, as Appendix A, to this report ("the Proposed Remuneration Policy").

2.3 On May 20, 2026, the Company's Board of Directors, after approval by the Company's Remuneration Committee on that same day, approved the Proposed Remuneration Policy as stated in this report. During the meetings, the considerations required regarding the formulation of a remuneration policy under the Companies Law were reviewed and examined, including the criteria detailed in the First Amendment A to the Companies Law.

2.4 The considerations that guided the Remuneration Committee and the Company's Board of Directors in approving the Updated Remuneration Policy:

a. The Updated Remuneration Policy is intended to contribute to the creation of a reasonable and appropriate set of incentives for officers in the Company, taking into account, among other things, the Company's characteristics, its business activities, the Company's risk management policy, the Company's goals, business strategy, and the Company's development since the IPO. The Updated Remuneration Policy assists in providing the necessary tools for recruitment,

1 For additional details see the amending report regarding the summoning of a special general meeting published on April 20, 2023 (reference: 2023-01-037786).

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incentivizing, and retaining talented and skilled managers in the Company, who will be able to contribute to the Company and maximize its profits from a long-term perspective.

b. The Updated Remuneration Policy includes performance-based compensation and creates a link between the officers and the Company and its performance, while adapting the officers' compensation to the Company's work plan and the contribution of the officers to achieving the Company's goals and maximizing its profits, in a dynamic manner and with a long-term perspective according to their role.

2.5 Following are the main proposed updates to the Remuneration Policy:

a. The caps for fixed compensation to which the Company's officers may be entitled have been updated.
b. The provisions regarding equity-based compensation have been updated, including the method for determining the exercise price, provisions regarding acceleration, and clarification regarding the eligibility of directors for equity-based compensation.
c. After 5 years since its preparation, the policy was updated in accordance with developments in the Company's activities and the regulatory and economic environment.

2.6 As of the date of this Meeting summons report, the terms of office and employment of all officers in the Company do not deviate from the current Remuneration Policy and the Proposed Remuneration Policy, except for the terms of office and employment proposed for Messrs. Podhorzer and Shapira as detailed below, which are consistent with the Updated Remuneration Policy.

.3 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 the Meeting's approval, including the grant of equity-based compensation, all subject to the approval of the Company's Updated Remuneration Policy as detailed in Section 2 of this Meeting summons report. For details, see Sections 3, 4, and 5 of this Meeting summons report.

3.1 Mr. Eyal Podhorzer and Mr. Yoav Shapira are the founders of the Company and its controlling shareholders (hereinafter together: "the controlling shareholders", and individually "Mr. Podhorzer" and "Mr. Shapira", respectively). Mr. Podhorzer has served as CEO and director of the Company since its establishment. Mr. Shapira has served as the Company's Deputy CEO as well as a director in the Company since its establishment.

3.2 The controlling shareholders have extensive managerial experience and deep knowledge in the field of renewable energy, including financing, development, and construction of photovoltaic projects, wind energy projects, and energy storage projects, and have been active in this field since 2009. Under the management of the controlling shareholders, the Company grew and developed and recorded achievements in its field of activity, including expansion into new geographical territories; an increase in the scope of connected projects owned by the Company, as well as an increase in the scope of projects that the Company develops, constructs, and manages; capital and debt raises in significant volumes; increasing and streamlining the Company's workforce, and more. For additional details regarding the Company's development, see Chapter A, Description of the Corporation's Business, in the Periodic report for 2025.

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3.3 The current terms of office and employment of Mr. Podhorzer and Mr. Shapira (each separately) are based on management agreements signed on June 12, 2020 between them and the Company, and as updated in accordance with the resolutions of the Company's General Meeting ("the Current Management Agreements")², the highlights of which are as follows:

Mr. Podhorzer and Mr. Shapira serve in their roles in a 100% position;
Mr. Podhorzer and Mr. Shapira are entitled (each separately) to management fees in the amount of 90,000 Euros plus VAT for each calendar quarter ("the Current Management Fees");
Mr. Podhorzer and Mr. Shapira are not entitled to additional compensation for their service as directors in the Company;
A 180-day notice period was established between the parties;
Mr. Podhorzer and Mr. Shapira undertook not to compete with the Company for a period of 12 months from the date of termination of the engagement, and also undertook to maintain confidentiality for a period of 24 months from the date of termination of the engagement;
Mr. Podhorzer and Mr. Shapira (each separately) are entitled to receive an annual bonus based on measurable targets, in an amount of up to six (6) months of management fees. For details regarding the measurable targets set for the year 2026 as well as the mechanism for examining compliance with the measurable targets, see the Meeting summons report dated March 26, 2026 (reference no. 2026-01-028213).

In addition, each of the controlling shareholders is entitled to be included in the Company's officer liability insurance policy even after the end of the engagement and for 7 years, as well as a letter of indemnity and a letter of exemption.³ For the version of the letters of indemnity and exemption practiced in the Company, see Section 8.3 of Chapter 8 of the Company's Prospectus.

3.4 The Proposed Updates to Compensation:

a. It is proposed that Mr. Podhorzer and Mr. Shapira each be entitled to 876,753 Performance Stock Units ("the PSUs"), which subject to the conditions detailed in Section 5 below, in the event they fully mature, will be converted to 876,753 shares of the Company ("the Exercise Shares") which constitute approximately 1.3% of the Company's issued and paid-up capital as of the date of this report. For details regarding the proposed equity-based compensation for Mr. Podhorzer and Mr. Shapira in accordance with the Private Placement Regulations, see Section 5 of the Meeting summons report.

It is proposed to update the fixed compensation to which Mr. Podhorzer and Mr. Shapira are entitled, so that it will stand at a total of 108 thousand Euros plus VAT for each calendar quarter ("the Proposed Management Fees").

c. It is proposed to approve the remaining terms of office and employment of Messrs. Podhorzer and Shapira, for a period of 3 years from the date of approval of this meeting.

d. Other than these, there will be no additional changes to the compensation to which Messrs. Podhorzer and Shapira are entitled.

3.5 The proposed compensation for Messrs. Podhorzer and Shapira is in accordance with the provisions of the Company's Updated Remuneration Policy and subject to its approval.

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3.6 The proposed compensation was approved by the Compensation Committee and the Company's Board of Directors, after a comprehensive comparative analysis of the terms of office and employment of similar officers in public companies in Israel included in a broad comparison group from the renewable energy and energy sector was presented to them.

3.7 The Compensation Committee and the Company's Board of Directors examined the proposed compensation of the controlling shareholders and believed that compared to the market average and the terms of office and employment of similar officers in comparison companies, they are reasonable and acceptable. Furthermore, the Compensation Committee and the Company's Board of Directors examined the ratio between the terms of office of each of the controlling shareholders and the conditions of the Company's employees and found it to be reasonable and in accordance with the provisions of the Company's compensation policy (for more details see section Error! Reference source not found. below).

3.8 For the reasons of the Compensation Committee and the Company's Board of Directors, see section 4.5 below.

3.9 For details regarding compensation paid to Messrs. Podhorzer and Shapira in 2025, see the details under Regulation 21 in Chapter D of the 2025 Periodic report. For details regarding expected compensation for Messrs. Podhorzer and Shapira according to this report, see section 5.7 below.

Additional details required in accordance with the Controlling Shareholder Transactions Regulations regarding the Resolution mentioned in Section 1.2 of the report (in this section below: the "Resolution")

4.1 Names of the controlling shareholders who have a personal interest in the approval of the Resolution and the nature of their personal interest

The controlling shareholders in the Company, as this term is defined in Section 268 of the Companies Law, who have a personal interest in the approval of the Resolution mentioned in Section 1.2 of this report, are Mr. Eyal Podhorzer and Mr. Yoav Shapira.

a. Mr. Podhorzer holds, as of the date of this report, 17.75% of the Company's issued and paid-up capital (16.67% on a fully diluted basis). Mr. Podhorzer's personal interest in the Resolution is due to him being the subject of the Resolution.

b. Mr. Shapira holds, as of the date of this report, 17.75% of the Company's issued and paid-up capital (16.67% on a fully diluted basis). Mr. Shapira's personal interest in the Resolution is due to him being the subject of the Resolution.

4.2 The manner in which the proposed terms of office and employment were determined

a. The terms of the equity compensation were determined in negotiations between the Compensation Committee and the controlling shareholders of the Company, after a comprehensive comparative analysis of the terms of office and employment of similar officers in public companies in Israel included in a broad comparison group from the renewable energy and energy sector was presented to them.

b. For the reasons of the Compensation Committee and the Company's Board of Directors, see section 4.5 below.

4.3 The required approvals or conditions set for the execution of the Resolution

a. The Resolution requires the approval of the Compensation Committee and the Company's Board of Directors, which were received on May 20, 2026.

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b. The Resolution requires the approval of the General Meeting of the Company's shareholders, for which a notice of calling is provided within the framework of this report.

c. In addition, the granting of equity compensation to the controlling shareholders is subject to receiving the approval of the Tel Aviv Stock Exchange Ltd. ("TASE") for the listing for trading of the exercise shares that will result from the conversion of the restricted stock units.

4.4 Details of transactions of the type of the Resolution proposed in this report or similar transactions between the Company and a controlling shareholder or in which the controlling shareholder had a personal interest, signed within two years prior to the date of approval of the transactions by the Board of Directors or which are still in effect at the time of the Board of Directors' approval as aforesaid

a. For details regarding the decision of the Company's Compensation Committee dated May 29, 2024, regarding the Company's engagement in the renewal of a directors' and officers' liability insurance policy in accordance with the Company's compensation policy, see the Company's immediate report dated May 30, 2024 (Reference No.: 2024-01-054547).

b. For details regarding the setting of measurable targets for Mr. Podhorzer and Mr. Shapira for the purpose of determining their eligibility for an annual grant based on measurable targets for 2025, see the meeting invitation report dated March 16, 2025 (Reference No.: 2025-01-017385).

c. For details regarding the setting of measurable targets for Mr. Podhorzer and Mr. Shapira for the purpose of determining their eligibility for an annual grant based on measurable targets for 2026, see the meeting invitation report dated March 26, 2026 (Reference No.: 2026-01-028213).

d. For details regarding the decision of the Company's Compensation Committee dated May 20, 2026, regarding the Company's engagement in the renewal of a directors' and officers' liability insurance policy in accordance with the Company's compensation policy (current and updated), see the Company's immediate report dated May 25, 2026 (Reference No.: 2026-01-047589).

e. For additional details regarding officer liability insurance, letters of indemnity, and letters of exemption, see Regulation 21 in Chapter D – Additional Details in the Periodic report for 2025.

4.5 Reasons of the Compensation Committee and the Board of Directors for approving the Resolution mentioned in Section 1.2

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The following are the main reasons of the Compensation Committee and the Board of Directors for approving the allocation of equity compensation and the approval of the terms of office and employment of Messrs. Podhorzer and Shapira:

a. Mr. Podhorzer and Mr. Shapira are the founders of the Company and its controlling shareholders, and have held their positions since its establishment. The controlling shareholders have extensive management experience and deep knowledge in the field of renewable energy, and have been active in the field since 2009. The Compensation Committee and the Company's Board of Directors were impressed by the proven abilities and performance of Mr. Podhorzer and Mr. Shapira throughout their period of office and employment.

b. During their tenure as officers in the Company, Mr. Podhorzer and Mr. Shapira made a significant contribution to the Company's activities and its business situation and proved their ability to develop and promote the Company's business and activities significantly, while leveraging their connections and experience for the development and promotion of the Company's business.

and the list of achievements in the Company's field of activity, including expansion into new territories of operation; commercial operation and connection of projects on a significant scale; growth in the volume of projects initiated, established, and managed by the Company; capital and debt raising in significant volumes, which are growing; and increasing and streamlining the Company's workforce.

c. The continued tenure of Mr. Podhorzer and Mr. Shapira in their roles, based on updated management agreements and for an additional period of three years, is intended to ensure management stability and business continuity, and is consistent with the best interests of the Company and its long-term needs.

d. The proposed engagement terms reflect the central role of Mr. Podhorzer and Mr. Shapira, the scope of responsibility imposed on them, their contribution to the Company, their experience and skills, and they are reasonable and fair under the circumstances.

e. Granting equity compensation to Mr. Podhorzer and Mr. Shapira is intended to create better alignment between their compensation and their long-term contribution to the Company, and to strengthen the incentive to continue maximizing value for the Company and its shareholders over time.

f. In recent years, the Company has carried out several equity offerings which resulted in the dilution of the controlling shareholders' holdings in the Company. The proposed equity compensation constitutes, among other things, a strengthening of the alignment between the interests of the controlling shareholders and the interests of the Company's shareholders.

g. Equity compensation is an accepted compensation component in public companies, especially in relation to senior officers and key position holders, and it corresponds to the need for their retention and their continued commitment to the Company.

h. Mr. Podhorzer and Mr. Shapira are not entitled to additional compensation for their tenure as directors of the Company.

i. The proposed terms of office and employment, including the equity compensation, are consistent with the principles of the Company's compensation policy, which is being brought for approval concurrently with the approval of the engagement, as well as with the provisions of the law applicable to engagements with controlling shareholders.

j. The proposed terms of office and employment of the controlling shareholders do not constitute a distribution as defined in the Companies Law.

k. The proposed engagement terms bring about a reasonable ratio between the cost of the engagement with Mr. Podhorzer and Mr. Shapira and the salary and employment terms of the rest of the Company's employees, taking into account the Company's workforce structure, the scope of its activity, the roles of Mr. Podhorzer and Mr. Shapira, and their overall management responsibility.

l. In light of the above, the members of the Compensation Committee and the Board of Directors believed that the renewal and update of the management agreements of Mr. Eyal Podhorzer and Mr. Yoav Shapira, for a period of three (3) years and under the conditions detailed above, including the granting of equity compensation, are for the benefit of the Company.

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4.6. Names of the Compensation Committee and Board members who participated in the discussion to approve the Resolution

a. In the discussion held in the Compensation Committee on May 20, 2026, Messrs. Noga Krenz (External Director), Neta Benari (External Director), and Zohar Tal (Independent Director) participated.

b. In the discussion held at the Company's Board of Directors on May 20, 2026, Messrs. Shlomo Zohar (Chairman of the Board), Noga Krenz (External Director), Neta Benari (External Director), and Zohar Tal (Independent Director) participated. Mr. Eyal Podhorzer and Mr. Yoav Shapira did not participate in the discussions and in the vote to approve the Resolution in light of their personal interest in its approval, as detailed in Section 4.1 of the report.

4.7. Names of the directors who have a personal interest in the approval of the Resolution

Mr. Eyal Podhorzer and Mr. Yoav Shapira have a personal interest as stated in Section 4.1 of the report.

5. Additional details required regarding a material private offering according to Private Offering Regulations regarding the Resolution mentioned in Section 1.2 of the report (in this section below: the "Resolution")

5.1. Details about the offerees

Mr. Eyal Podhorzer, controlling shareholder, CEO and director of the Company and Mr. Yoav Shapira, controlling shareholder, Deputy CEO and director of the Company.

Between the offerees and the Company, no employer-employee relationship exists. The offerees are interested parties (and controlling shareholders) in the Company by virtue of their holdings, as this term is defined in the Securities Law.

5.2. Terms of the proposed securities

It is proposed to grant 876,753 target-based restricted stock units to each of Messrs. Podhorzer and Shapira, which may mature into 876,753 ordinary shares without par value of the Company.

The total exercise shares will constitute 2.6% of the Company's issued and paid-up capital as of this date (1.3% for each of the offerees), and 2.44% of the Company's issued and paid-up capital on a fully diluted basis as of this date.

The restricted stock units will be granted in accordance with Section 3(i) of the Income Tax Ordinance ("the Ordinance") where the offerees will bear the tax consequences in connection with the restricted stock units and the exercise shares.

Each restricted stock unit that matures, in accordance with and subject to the vesting conditions detailed below, will be automatically converted into one ordinary share of the Company (subject to adjustments as detailed below), subject to payment of 30 agorot for each restricted stock unit, shortly after the vesting date (as defined below) and subject to payment of any tax required by law. The Company shall be entitled to allocate to the offerees a smaller amount of exercise shares, at a value reflecting the difference between the value of the exercise shares at the end of the trading day prior to the exercise date and the payment that the offerees are liable for for the purpose of exercising the restricted stock units. Shortly after the vesting date and the end of the following year, as defined below, the exercise shares will be transferred to the controlling shareholders. The Company will deduct tax at source for the exercise shares, in accordance with the tax deduction at source approval. To fund the tax deduction at source, the Company will be entitled at its discretion, and subject to the approval of the Audit Committee at that time: (a) to sell or allocate to another person for cash part of the exercise shares and use the proceeds from the sale of the shares as aforesaid for the purpose of paying the amount of tax deduction at source; or (b) to allocate to the controlling shareholders a smaller amount of

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exercise shares, at a value reflecting the gap between the value of the exercise shares and the amount of tax withholding that the company must withhold at source for all the exercise shares, and in such a case the tax payment to the authorities will be made from the company's financial sources.

The restricted share units will vest over 4 vesting years starting from the date of the General Meeting's approval, in equal installments of 25% in successive one-year vesting periods, so that each installment will vest at the end of one year, two years, three years and four years from the start date of vesting ("Vesting Period" and "Vesting Date", as the case may be). After the vesting date of an installment, the restriction on the restricted share units will continue for a period of one year after their vesting date ("the Successive Year"), however, it is not required that the vesting conditions be met in the successive year. The vesting is conditional upon the fulfillment of the following cumulative conditions that may be met at any time during the four vesting years ("Vesting Conditions"):

A. At the vesting date, Mr. Podhorzer and Mr. Shapira will serve as officers in the company;

B. During 120 consecutive trading days in the vesting period, the value of the company's shares on each of these days (according to the market value on the Tel Aviv Stock Exchange, or on any other exchange where the company's shares will be traded at that time, according to the relevant exchange rate at that time) is at least NIS 12 billion. It is clarified that it is sufficient for the company's value at any time during the vesting period to reach NIS 12 billion or more for 120 consecutive days for the purpose of meeting this condition, even if at the vesting date the value of the company's shares is lower than NIS 12 billion.

5.3 If at the end of four years from the date of the general meeting's approval all the vesting conditions have not been met, all restricted share units will expire and be canceled.

5.4 Adjustments – The company will perform the following adjustments:

(1) Bonus shares – If the company distributes bonus shares and the record date for their distribution ("the Bonus Date") occurs after the grant date of the restricted share units, but before their vesting date (and prior to their expiration), the number of exercise shares that Mr. Podhorzer and Mr. Shapira are entitled to upon the vesting of each restricted share unit will increase by the number of shares that Mr. Podhorzer and Mr. Shapira would have been entitled to as bonus shares if they had converted those restricted share units on the day preceding the Bonus Date. In the case of a split (or reverse split) of the company's shares, adjustments similar to those mentioned in this section will be made.

(2) Technical changes in the company's capital – In the case of a split or consolidation of the company's share capital, or any corporate capital event of a similar nature, after the grant date of the restricted share units, but before their actual vesting date (and prior to their expiration), the company will make the necessary changes or adjustments to prevent dilution or an increase in the amount of restricted share units or exercise shares to which Mr. Podhorzer and Mr. Shapira are entitled, provided that there is no change in the intrinsic profit of the restricted share units or exercise shares.

(3) Rights offering - In the case of a rights offering by the company to its shareholders after the grant date of the restricted share units, but before their vesting date (and prior to their expiration), then the number of exercise shares that Mr. Podhorzer and Mr. Shapira are entitled to at the time of vesting will increase so that it reflects the benefit component of the rights. For this purpose, "the benefit component of the rights" means: the ratio between the closing price of the

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share on the stock exchange on the last trading day before the "ex" day and the base price of the share "ex-rights".

4) Structural Change - In the event of a change in the company's structure ("structural change") including in the event of the company becoming private, whether as a result of the company's merger with or into another company, whether by way of share exchange, cash purchase or otherwise ("merger"), or by way of a tender offer, sale of all company assets or the issued capital of the company to any third party ("sale"), and whether in any other way, the Board of Directors shall be entitled, among other things, at its choice and subject to any law:

To determine that a restricted share unit will vest or be replaced or converted or sold or redeemed by the company in cash, in a restricted share unit and/or an equivalent share in the new company (the company with which the merger will be performed, with which the sale transaction will be performed, or which will step into the company's shoes after another structural change) after the merger or sale, all subject to the discretion of the Board of Directors; and/or
To perform any action and/or adjustment in connection with the restricted share units and their terms, as required at the discretion of the Board of Directors.

5) Liquidation of the company - In the event of the company's liquidation, all restricted share units will expire immediately before the company's liquidation.

6) It is clarified that in the event of a dividend distribution, no adjustments will be made to the restricted share units.

7) Except as specified in this section, the grant or issuance of securities of any kind by the company will not affect in any way the number of exercise shares that will be received upon the vesting of the restricted share units, and will not require the company to perform any adjustment in connection with the amount of restricted share units and/or the amount of exercise shares.

8) The granting of restricted share units will not detract from or affect in any way the company's right to change its issued capital or its composition, to change the company's structure, to merge, to liquidate, or to sell any part of its assets and/or activities.

9) In any case where as a result of the adjustment specified above, the company is required to allocate fractional shares, the company will not allocate fractional shares, as stated, and the number of exercise shares to be allocated to Mr. Podhorzer and Mr. Shapira will be rounded to the nearest whole number (upwards or downwards, as the case may be).

10) It is clarified that the above provisions regarding adjustments will be subject to the TASE Regulations and any other exchange where the company's shares will be traded (if traded), as determined from time to time and to the provisions of the grant agreement, including other or additional adjustments if and as determined therein.

5.5

In accordance with the stock exchange guidelines, due to the transition to T + 1 settlement for shares and non-listed convertible securities, no exercise of restricted share units will be performed on the record date for the distribution of bonus shares, for an offering by way of rights, for capital consolidation, for capital split, or for capital reduction (each of the above shall be called

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hereinafter: "Company Event"). In addition, if the ex-day of a Company Event occurs before the record date of a Company Event, no exercise will be performed on the said ex-day.

5.6. The Fair Value of Securities Convertible or Exercisable into Shares

The evaluation of the fair value of the restricted share units was performed by an external and independent appraiser, using the Monte Carlo model, in order to estimate the company's value over the next three years. The underlying asset for the model is the share price as of May 19, 2026 (the day preceding the date of the Board of Directors' decision) which stood at NIS 60.4, and the number of shares in the issued and paid-up share capital of 67,442,598. The parameters used are: (a) four-year risk-free interest - $3.78\%$ ; and (b) the company's volatility for the examined period $39.5\%$ (average lifespan for the trigger exercise - 2.88 years). According to the calculation, it appears that the value of the restricted share units for each of the recipients, as of May 19, 2026, is approximately NIS 6,700 thousand (approximately NIS 1,675 thousand per year in linear distribution).

5.7. Estimated Total Compensation for Officers

For details regarding the compensation paid to Messrs. Podhorzer and Shapira in 2025, see the details under regulation 21 in Chapter D of the Periodic report 2025.

Below is the estimate of compensations as expected to be recognized in the company's financial statements in a representative year between the years 2026-2028 for the proposed terms of office and employment of each of the controlling shareholders (in terms of cost to the company, in thousands of Euros):

Details of the compensation recipient				Compensation for services							Other compensations			Total
Name	Position	Scope of position	Holding rate in capital (fully diluted) - for this date	Salary	Bonus **	Share-based payment ***	Management fees *	Consulting fees	Commission	Other	Interest	Rent	Other
Eyal Podhorzer	CEO and Director	100%	16.67%	-	248	495	496	-	-	-	-	-	-	1,239
Yoav Shapira	Deputy CEO and Director	100%	16.67%	-	248	495	496	-	-	-	-	-	-	1,239

() According to a conversion ratio from Euro to NIS of 3.88.
$(^{})$ Assuming eligibility for 6 months of salary.
$(^{**})$ The calculation was performed in a linear distribution.

All calculations were performed according to the exchange rate to Euro for the end of May 19, 2026, which stood at 3.3813.

5.8. The Ratio between the Terms of Office of each of the controlling shareholders and the Company's Employees' Terms

The cost of the compensation for each of Mr. Podhorzer and Mr. Shapira, assuming the approval of the proposed terms of office and employment as stated in this report, is approximately 10.8 times the average cost and approximately 13.9 times the median cost of the employment cost of the company's employees (including contractor employees), and in accordance with the provisions of the company's compensation policy.

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5.9 The Company's Share Price on the Stock Exchange

The closing price of the company's share on May 19, 2026 (the trading day prior to the date of approval by the Compensation Committee and the Board of Directors) is NIS 60.4.

5.10 The Issued Share Capital of the Company, the Amount and Rate of Holdings of Interested Parties, and the Total Holdings of the Other Shareholders in the Issued Capital and in the Voting in the Company

The issued and paid-up capital of the company as of the date of the report is 67,442,598 ordinary shares, and the company's issued capital on a fully diluted basis is 71,789,597 ordinary shares, and 73,543,104 ordinary shares on a fully diluted basis assuming the allocation subject to this report.

Below is the detail of the holdings of interested parties in the company as of the date of this report and assuming the completion of the allocation according to this report:⁴

⁴ The data does not take into account a private allocation of the company's shares according to a private allocation report dated May 25, 2026 (Reference No.: 2026-01-047720) and a private allocation of restricted share units according to a private allocation report dated May 25, 2026 (Reference No.: 2026-01-047721).

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Name of Holder	Before the Allocation(2)				After the Allocation
	Quantity of Ordinary Shares	The Security		Percentage of Issued and Paid-up Capital (Undiluted)	Quantity of Ordinary Shares	Restricted Stock Units	The Security		Percentage of Issued and Paid-up Capital, assuming exercise of securities offered under this report (Undiluted)	Percentage of Issued and Paid-up Capital, fully diluted
		Quantity of warrants (not listed for trading)	Convertible BONDS (Series 1)(1)				Quantity of warrants (not listed for trading)	Convertible BONDS (Series 1)(1)
Eyal Podhorzer	11,969,821	0	0	17.75%	11,969,821	876,753	0	0	18.08%	17.46%
Yoav Shapira	11,969,821	0	0	17.75%	11,969,821	876,753	0	0	18.08%	17.46%
Hadar Itzhaki Bar	4,466,957	0	0	6.62%	4,466,957	0	0	0	6.29%	6.07%
Nadav Sagi	292,107	0	0	0.43%	292,107	0	0	0	0.41%	0.40%
Migdal - Participant	5,754,418	0	0	8.53%	5,754,418	0	0	0	8.10%	7.82%
Migdal - Funds	679,490	0	0	1.01%	679,490	0	0	0	0.96%	0.92%
More Provident and Pension Ltd.	3,201,273	0	0	4.75%	3,201,273	0	0	0	4.51%	4.35%
Y.D. More Investments Ltd. - Funds	371,663	0	0	0.55%	371,663	0	0	0	0.52%	0.51%
The Phoenix Finance Ltd. - Nostro	314,266	0	0	0.47%	314,266	0	0	0	0.44%	0.43%
The Phoenix Finance Ltd. - Provident Funds	4,870,002	0	0	7.22%	4,870,002	0	0	0	6.85%	6.62%
The Phoenix Investment House Ltd. - Mutual Funds	130,935	0	0	0.19%	130,935	0	0	0	0.18%	0.18%
The Phoenix Investment House Ltd. - Market Making	30,404	0	0	0.05%	30,404	0	0	0	0.04%	0.04%
Menora Mivtachim Holdings Ltd.	6,689,014	0	0	9.92%	6,689,014	0	0	0	9.41%	9.09%
Shlomo Zohar	0	150,000	0	0%	0	0	200,000	0	0.07%	0.27%
Limor Lev	0	150,000	0	0%	0	0	150,000	0	0%	0.2%
Elad Kerner	0	100,000	0	0%	0	0	100,000	0	0%	0.14%
Eran Levy	0	35,000	0	0%	0	0	35,000	0	0%	0.05%
Public (rest of the shareholders, including company employees)	16,702,427	3,328,868	20,701,107	24.77%	16,702,427	0	3,328,868	20,701,107	26.06%	27.99%
Total	67,442,598	3,763,868	20,701,107	100%	67,442,598	1,753,506	3,813,868	20,701,107	100%	100%

(1) The BONDS (Series 1) of the company are convertible according to a ratio of 35.5 NIS par value to 1 ordinary share of the company.
(2) The data is presented to the best of the Company's knowledge, based on the last update received by it from the interested parties.

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5.11 Details of the Consideration and the Way it was Determined

The Restricted Stock Units are granted to the offerees without consideration as part of long-term compensation within the framework of their terms of office in the company.

The consideration was determined within the framework of their terms of office in the company, as determined by the Compensation Committee and the Company's Board of Directors, taking into account the vesting conditions of the Restricted Stock Units.

5.12 Material shareholder or officer in the company who has, to the best of the Company's knowledge, a personal interest in the consideration, and the nature of their personal interest

To the best of the Company's knowledge, as of the date of this report, except for the personal interest of Mr. Eyal Podhorzer and Mr. Yoav Shapira (who are the controlling shareholders, CEO, Deputy CEO, and directors of the company), none of the material shareholders or officers in the company have a personal interest in the allocation consideration under this report.

5.13 Required approvals or conditions set for the execution of the allocation according to the offer

In addition to the approvals of the Company's Compensation Committee and Board of Directors received on May 20, 2026, respectively, the execution of the private offering requires approval from the General Meeting convened under this report as well as TASE approval for the listing of the exercise shares that will result from the Restricted Stock Units. The company will apply for TASE approval for the listing for trading of the exercise shares shortly after the submission of this meeting invitation report.

5.14 Absence of agreements between the offerees and shareholders in the company

To the best of the Company's knowledge, based on checks conducted by it with the offerees, there are no agreements, whether in writing or orally, regarding the purchase or sale of securities of the company or regarding voting rights therein, between the offerees and other shareholders in the company. For further details regarding the joint control of the company, see Regulation 21a in Chapter D of the Periodic report for the year 2025.

5.15 Details of prevention or restriction

Pursuant to Section 15c of the Securities Law and the Securities Regulations (Details regarding Sections 15a to 15c of the Law), 2000, the following detailed restrictions will apply to the sale during TASE trading of the offered securities and the exercise shares:

A. Prohibition to offer the offered securities during TASE trading for one year from the date of the allocation of the offered securities.

B. For eight consecutive quarters from the end of the aforementioned year, the offerees will be entitled to offer on each trading day a quantity of securities of the type of the offered securities that will not exceed the daily average of the TASE trading volume of the securities of the type of the offered securities in the eight-week period preceding the date of the offer, provided that they do not offer in one quarter a quantity exceeding one percent of the issued and paid-up capital of the company.

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5.16 The Board of Directors' reasons for approving the private offering, the value determined for the offered securities and the value of the consideration for them, and the names of the directors who participated in

the Board's discussion of the approval of the offering, indicating which of them is an external director of the company

See section 4.5 above.

5.17 Date of allocation of the securities

Subject to receiving the approvals as detailed in section 5.13 of this report, the company will carry out the allocation of the Restricted Stock Units shortly after the General Meeting's approval.

5.18 Additional details in accordance with the Sixth Schedule of the Reporting Regulations

See details as specified in section 5.7 above.

.6 Additional details regarding item no. 1.3 on the agenda - Update of the terms of office and employment of Mr. Shlomo Zohar, who serves as Chairman of the Board of Directors of the company

.6.1 Mr. Shlomo Zohar serves as Chairman of the Board of Directors of the company starting from March 27, 2023.

.6.2 According to the provisions of Sections 270(3) and 273 of the Companies Law, an engagement of a public company with a director therein regarding their terms of office and employment, regarding their service as a director, and regarding their employment in other roles - if they are so employed, requires the approval of the Compensation Committee and the approval of the Board of Directors, followed by the approval of the General Meeting.

.6.3 On May 20, 2026, the Compensation Committee and the Company's Board of Directors approved the update of the terms of office and employment of Mr. Zohar as Chairman of the Board, subject to the approval of the terms by the General Meeting subject of this report as follows:

The engagement with Mr. Zohar is through a management services agreement between him and the company (hereinafter in this section: the "Management Agreement"), at a position scope of approximately $20\%$ . For his services, Mr. Zohar will be paid a fixed annual payment in the amount of 275,000 NIS (in terms of cost to the company) (hereinafter: the "Fixed Salary");
Mr. Zohar will be granted 50,000 warrants (not listed for trading) which will be exercisable into 50,000 ordinary shares of the company (hereinafter: the "Offered Warrants" or the "Equity Compensation"). This is in addition to 150,000 warrants (not listed for trading) that were allocated to Mr. Zohar in 2023. For further details regarding the Equity Compensation, see section 6.7 below.
Except for these, there will be no change in the terms of office and employment of Mr. Zohar (including, among other things, eligibility to be included in insurance, exemption and indemnification arrangements customary in the company, non-compete and confidentiality arrangements, and the like).

.6.4 The terms of office and employment of Mr. Zohar, including the fixed compensation and the equity compensation for the Chairman of the Board, are in accordance with the current and proposed compensation policy of the company.

.6.5 Below is an estimate of the compensations expected to be recognized in the financial statements of the company in a representative year between 2026-2028 regarding the terms of office and employment of Mr. Zohar (in cost terms, in thousands of Euros):

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Details of Recipient of Compensation				Compensation for Services							Other Compensations			Total
Name	Position	Position Scope	Percentage Holding in Capital (Fully Diluted)	Salary	Bonus	Share-based Payment*	Management Fees	Consulting Fees	Commission	Other	Interest	Rent	Other
Shlomo Zohar	Chairman of the Board	20%	0.21%	-	-	81	81	-	-	-	-	-	-	162

(*) Distributed linearly throughout all vesting years.

6.6. The Ratio between the Terms of Office of Mr. Zohar and the Terms of the Company's Employees

The cost of employment of Mr. Zohar, assuming the approval of his terms of office and employment as stated in this report, is approximately 7.1 times the average cost and approximately 9.1 times the external cost of the employment cost of the company's employees (including contractor employees).

6.7. Additional details on a material private allocation according to private allocation regulations in connection with the proposed Equity Compensation

6.7.1. To the best of the Company's knowledge, Mr. Zohar does not constitute an interested party, as defined in Section 270(5) of the Companies Law, and will not become an interested party as a result of the allocation of the Offered Warrants or as a result of their exercise.

6.7.2. As of the date of this report, and to the best of the Company's knowledge, Mr. Zohar holds 150,000 warrants (not listed for trading) exercisable into 150,000 ordinary shares of the company.

6.7.3. For further details on Mr. Zohar's holdings, and on the holdings of interested parties in the company before and after the proposed private allocation, see section 5.10 above.

6.7.4. Quantity of Offered Warrants and their percentage of the Company's issued and paid-up capital:

Number of Offered Warrants	Number of Exercise Shares	Issued and Paid-up Capital as of the Date of this Report	Issued and Paid-up Capital as of the Date of this Report (fully diluted)	Percentage of the Company's Issued and Paid-up Capital, Fully Diluted (after the allocation)
50,000	50,000	67,442,598	71,789,597	0.27%

6.7.5. Terms of the Offered Securities:

A. The Offered Warrants will be allocated to Mr. Zohar in accordance with the company's option plan, as approved by the Company's Board of Directors on March 25, 2021, and as updated by the Company's Board of Directors on May 19, 2022. The Offered Warrants will be allocated to Mr. Zohar without consideration, as part of his terms of office and employment as Chairman of the Board of Directors of the company.

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B. The allocation date of the proposed warrants will fall shortly after receiving all approvals required by law, including the approval of the general meeting subject of this report ("Allocation Date").

C. The exercise price of each proposed warrant according to this report is the average price of the share in the 30 calendar days preceding the date of the Board of Directors' decision on the allocation of the proposed warrants, which is NIS 68.723 (not linked).

D. The exercise of the warrants for ordinary shares may be done in exchange for payment of the exercise price in cash, or alternatively, at the discretion of Mr. Zohar, using a net exercise mechanism (Cashless Exercise) in the manner detailed below:

$$
D = \frac{(A - B) \times C}{A}
$$

Where:

A. Closing price of an ordinary share of the company on the trading day preceding the exercise date;

B. The exercise price (subject to adjustments that will be as stated in the warrants plan);

C. The number of warrants in the exercise notice;

D. The quantity of conversion shares without consideration that Mr. Zohar will receive. Shortly after the exercise date, and subject to any law, the company will allocate to Mr. Zohar (or a trustee for him, as the case may be) the number of exercise shares and the company will consider the exercise shares as fully issued and paid up.

E. The right to exercise the warrants according to the company's warrants plan will be spread over a vesting period of 5 years starting from the start of the vesting date, which is May 19, 2026, according to the details below:

At the end of the second year from the start of the vesting date – 40%;
At the end of the third year from the start of the vesting date – 20%;
At the end of the fourth year from the start of the vesting date – 20%;
At the end of the fifth year from the start of the vesting date – 20%.

F. The vesting period will be only during the engagement period between Mr. Zohar and the company.

G. It will be clarified that the company's Board of Directors may determine provisions regarding full acceleration of the vesting period of the equity compensation in cases of death, disability, medical reasons and also in the case of a change of control in the company as a result of which the trading of the company's shares was discontinued.

In addition, the company's Board of Directors may determine provisions regarding acceleration of the vesting period of the equity compensation in case of termination of employment of the Chairman of the Board of Directors in the company as a result of a change of control, and in this case acceleration of the next installment that has not yet vested will be possible.

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H. The warrants are exercisable for a period of 5 years after the grant date (the date of the company's Board of Directors' decision on the grant), subject to the vesting instructions detailed above, to the company's warrants plan and to the provisions of any law.

I. Taxation - provisions in accordance with Section 102 of the Income Tax Ordinance [New Version] will apply to the warrants, the warrants will be allocated to a trustee for the offeree, and the trustee will act regarding the warrants and the exercise shares in accordance with the provisions of Section 102 of the Ordinance and also in accordance with the trust provisions and the procedure for exercising the warrants and selling the exercise shares, as will be determined between the company and the trustee.

J. Upon the occurrence of any of the events mentioned below, the right of the warrant holder to purchase shares under the warrants plan will be subject to adjustments as detailed below:

Adjustment due to change in the company's capital structure - In the event of a change in the paid-up share capital, consolidation or combination of the paid-up share capital into a smaller number of shares, recapitalization, spin-off, reclassification or in the event of a similar event, the rights of a warrant holder will be preserved, and the Board of Directors may make an appropriate adjustment in the number of shares, the exercise price, or the exercise and vesting conditions or any other condition of the warrants.
Adjustment due to merger or sale - In the event the company is a party to a merger or sale agreement, the warrants will be subject to what is stated in the merger or sale agreement, and the agreement may determine different provisions and different conditions with respect to some of the warrants, regarding the transfer of the warrants to the surviving company in the merger or the sold company, their cancellation, their exchange, etc.
Adjustment due to distribution of bonus shares - Subject to the following, if the company distributes bonus shares, the rights of the warrant holder will be preserved, so that the number of shares resulting from the exercise that the warrant holder will be entitled to upon their exercise will increase or decrease, by the number of shares of the same type that the warrant holder would have been entitled to as bonus shares, had they exercised the warrants by the trading day preceding the ex-day. The exercise price of each warrant will not change as a result of the addition of such shares. In the event of adjustments as stated in this sub-section, the warrant holder will not be entitled to receive a fraction of one whole share. The number of exercise shares to which the warrant holder will be entitled will be adjusted only in the event of distribution of bonus shares and in the event of an issuance by way of rights as stated, but not in the case of any other issuances (including issuances to interested parties).
Adjustment due to issuance by way of rights - Subject to the following, as long as during the period of the right to exercise the warrants, rights to purchase any securities are offered to the company's shareholders, by way of rights, the number of shares resulting from the exercise of the warrants will be adjusted for the benefit component in the rights, as expressed in the ratio between the closing price of the share on the stock exchange on the last trading day before the "ex" day and the base price of the share "ex-rights".
Adjustment for dividend distribution - If the company carries out a dividend distribution, as defined in the Companies Law ("Distribution"), where the record date for the distribution occurs before the end of the period

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exercise of the warrants, the exercise price will be multiplied by the ratio between the "ex-dividend" base price and the closing price of the share on the stock exchange on the last trading day before the "ex-dividend" day.

K. A warrant holder will not be entitled to exercise a warrant for a fraction of a share and the number of shares to which he will be entitled upon exercise of the warrant according to the warrants plan will be rounded down to the nearest whole number.

L. In accordance with the provisions of the TASE Regulations and the instructions thereunder, the warrants will not be exercisable on the record date for the distribution of bonus shares, for an offer by way of rights, for a dividend distribution, for capital consolidation, for capital split or for capital reduction (each of the above will be called hereinafter: "Company Event"). If the ex-day of a Company Event falls before the record date of a Company Event, no exercise will be performed on the said ex-day.

M. Terms of the warrants plan in the event of termination of office or employment

In the event of termination of engagement not as a result of "Cause" (as the term is defined in the warrants plan including - embezzlement, commission of an offense involving moral turpitude, etc.) or death or disability, it will be possible to exercise warrants that vested before the termination of the engagement as follows until the earlier of: (1) the passage of 90 days (or another period as determined by the Board of Directors) from the date of termination of employment; or (2) the expiration date of the warrants in accordance with the provisions of the grant agreement, provided that 10 years do not pass from the grant date.
In the case of termination of engagement by the company as a result of "Cause", all rights resulting from holding the warrants will expire on the date of termination of the engagement, as long as they were not exercised previously, and as long as the Board of Directors has not determined otherwise. In the case of termination of employment as a result of "Cause" as stated, all warrants that were not exercised (whether they vested or not) will expire.
In the case of termination of the engagement as a result of death or disability, it will be possible to exercise warrants that vested before the termination of employment, for a period of 12 months from the date of termination of employment or from the date of their expiration in accordance with the provisions of the grant agreement, whichever is earlier, and provided that 10 years have not passed from the grant date. In the case of termination of employment as a result of retirement, it will be possible to exercise warrants that vested before the termination of employment within the 90-day period following the retirement date.

N. The shares resulting from the exercise of the warrants will be identical and equal in their rights, for all intents and purposes, to the rights granted to a holder of ordinary shares of the company, existing in the issued and paid-up capital of the company, and will grant the right to any dividend or other benefit for which the record date for receipt thereof falls after the exercise date.

O. The shares resulting from the exercise of the warrants will be registered in the name of the Company for Registrations of the Tel Aviv Stock Exchange Ltd. (or any other registration company as the company determines

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from time to time, in the case where the company decides to replace the registration company in connection with all of its securities).

P. It is clarified that the above is brought by way of summary only, and it does not exhaust the full arrangements, agreements and conditions between the company and the offeree in connection with the warrants, including regarding the lack of marketability and transferability of the warrants, the terms of the warrant agreements in the case of termination of employment or office, the exercise procedure, instructions for adjustments, the provisions of the Income Tax Ordinance [New Version], 1961, taxation, the offeree's obligations, etc.

6.7.6. The fair value of the warrants, and the method for calculating the fair value and the assumptions that served as a basis for their calculation

The fair value of each warrant that will be granted to Mr. Zohar, according to the Black-Scholes (B&S) model, totals approximately NIS 27.5, according to these assumptions:

Share price at the end of the trading day preceding the Board of Directors' decision date (19.5.2026) – NIS 60.4;
Exercise price – NIS 68.723;
Average risk-free interest rate – 3.7%;
Average (annual) standard deviation – 40%;
Average life of warrants – 7 years;
Expected dividend yield – 0.

Accordingly, the total fair value of all the warrants that will be granted to Mr. Zohar totals approximately NIS 1,375 thousand.

6.7.7. Details of the consideration and the way it was determined

The proposed warrants will be granted without consideration, as part of the terms of office and employment of Mr. Zohar as Chairman of the Board of Directors. To the best of the company's knowledge, except for Mr. Zohar who serves as Chairman of the company's Board of Directors, there are no officers and/or material shareholders in the company who have a personal interest in the consideration.

6.7.8. Approvals required to perform the warrant allocation

In accordance with the provisions of sections 270(3) and 273 of the Companies Law, the allocation of the warrants to the Chairman of the Board of Directors requires the approval of the company's compensation committee and the approval of the company's Board of Directors, which were received on May 20, 2026, as well as the approval of the company's general meeting.

In addition, for the purpose of the allocation of the proposed warrants, the approval of the Tel Aviv Stock Exchange (hereinafter: "the Stock Exchange") is required for the registration for trading of the shares resulting from the exercise of the warrants as stated.

6.7.9. Absence of agreements between Mr. Zohar (the offeree) and shareholders in the company

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To the best of the Company's knowledge, based on tests conducted by it with Mr. Zohar and with the interested parties in the Company, there are no agreements, whether in writing or orally, regarding the purchase or sale of securities of the Company or regarding the voting rights in it, between Mr. Zohar and shareholders in the Company and/or holders of other securities of the Company, all or some of them, and/or between him and others.

6.7.10. Detail of prevention or restriction in performing actions in the proposed securities that will apply to Mr. Zohar, according to the TASE Regulations and the guidelines thereunder, according to any law or according to an undertaking Mr. Zohar took upon himself, to the best of the Company's knowledge

The warrants proposed according to this report will be blocked in accordance with the provisions detailed in Section 5.15 above and also according to the provisions of the Income Tax Ordinance [New Version] and the allocation agreement.

Part C - Details of the Meeting Convocation, the Required Majority, the Legal Quorum and the Voting Method

Place of convocation of the General Meeting, its date, legal quorum and adjourned meeting

7.1. Notice is hereby given of the convocation of an annual General Meeting of the Company, which will be held on Wednesday, July 1, 2026, at 17:00, at the Company's offices at 1 Hatahana Street, Kfar Saba, Menivim Tower ("the General Meeting").

7.2. No discussion shall be opened on any matter whatsoever at the General Meeting, unless a legal quorum is present within half an hour of the time set for its opening except in cases where it is otherwise stipulated in the Companies Law or in the Company's Articles of Association, a legal quorum will be formed when present, in person or by proxy, at least shareholder(s) (one or more) 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 within half an hour of the time set for the start of the General Meeting, the General Meeting shall be adjourned to 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.

The required majority for making the decisions on the agenda of the General Meeting

8.1. The required majority for making the decisions listed in Sections 1.1 and 1.2 on the agenda is an ordinary majority, i.e., a majority of the votes of the shareholders present at the General Meeting, whether in person or by their proxies at the meeting who are entitled to vote and voted in it, without taking into account the votes of those abstaining, provided that one of the following is met:

A. The majority of the votes at the General Meeting shall include a majority of all the votes of the shareholders who do not have a personal interest in the approval of the specified decisions, participating in the vote; in the count of the total votes of the said shareholders, the votes of those abstaining shall not be taken into account; 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 from among the shareholders specified in subsection A above shall not exceed two percent (2%) of all voting rights in the Company.

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.8.2 The required majority for making the decision listed in Section 1.3 on the agenda is an ordinary majority, i.e., a majority of the votes of the shareholders present at the General Meeting, whether in person or by their proxies at the meeting who are entitled to vote and voted in it.

.9 Record Date and Proof of Ownership

.9.1 In accordance with Section 182(c) of the Companies Law and Regulation 3 of the Written Voting Regulations, the record date for determining the eligibility of shareholders to participate and vote in the General Meeting is Wednesday, June 3, 2026 ("the Record Date").

.9.2 In accordance with the Regulations for Proof of Ownership of a Share, a shareholder in whose favor a share is registered with a TASE member and that share is included among the shares registered in the register of shareholders in the name of the Company for registration ("unregistered shareholder"), shall be entitled to participate and vote in the meeting if he provides the Company with an authorization from the TASE member with whom a share is registered in his favor, regarding his ownership of the share on the Record Date in accordance with Form 1 in the addition to the said regulations.

.9.3 An unregistered shareholder is entitled to receive the ownership authorization from the TASE member through which he holds his shares, at a branch of the TASE member or by mail to his address for delivery fees only, if he so requested. A request for this matter shall be given in advance for a specific securities account.

.9.4 Additionally, an unregistered shareholder may instruct that his ownership authorization be transferred to the Company through the electronic voting system operating according to Part B of Chapter G2 of the Securities Law, 1968 ("the Electronic Voting System" and "the Securities Law", respectively).

.10 Voting Method

.10.1 The Company's shareholders may participate and vote in the General Meeting in one of the following ways: 1. To arrive at the meeting and vote in person; 2. Through a proxy, as specified in Section 13 below; 3. Through a voting paper, as defined in Section 87 of the Companies Law, as specified in Section 14 below; 4. An unregistered shareholder is entitled to vote through an electronic voting paper that will be transferred to the Company via the electronic voting system, as specified in Section 15 below.

.10.2 In accordance with Section 83(d) of the Companies Law, if a shareholder voted in more than one way as stated, his later vote shall be counted; for this purpose, a vote by a shareholder in person or through a proxy shall be considered later than a vote through a voting paper.

.11 Participation in the General Meeting via a Proxy Document

.11.1 A shareholder interested in appointing a proxy who will arrive at the General Meeting and vote in his place ("proxy") shall sign in writing an appointment of a proxy, which shall be prepared in accordance with the provisions of the Company's Articles of Association ("the Proxy Document"). The proxy document for a proxy shall be in writing and signed by the appointer or his proxy and if the appointer is a corporation, the power of attorney shall be signed through its representatives who will be appointed by a document duly signed by the corporation.

.11.2 The proxy document and power of attorney or a copy certified by an attorney shall be deposited at the Company's offices in a manner that they reach the Company's offices no later than 48 hours before the time of convocation of the General Meeting or the adjourned meeting at which the proxy intends to vote on the basis of that proxy document. The proxy document shall also be valid

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regarding an adjourned meeting of the meeting to which the proxy document refers. Notwithstanding the above, the chairperson of the meeting may accept such a proxy document, even after the said time, if he found it appropriate in his discretion.

12. Voting via Voting Paper

12.1. A shareholder may vote via a voting paper (attached to this report) as defined in Section 87 of the Companies Law, in relation to the decisions brought for approval in this meeting. The written vote shall be made using the second part of the voting paper as published on the distribution site of the Israel Securities Authority, listed below.

12.2. The voting paper and the position statements (as defined in Section 88 of the Companies Law), to the extent there are any, are or will be located, as applicable, on the distribution site of the Securities Authority: www.magna.isa.gov.il and of the Tel Aviv Stock Exchange Ltd.: www.maya.tase.co.il.

12.3. A shareholder may contact the Company directly and receive from it the text of the voting paper and position statements to the extent position statements are delivered.

12.4. An unregistered shareholder is entitled to receive by electronic mail, without charge, a link to the text of the voting paper and position statements on the distribution site of the Securities Authority, from the TASE member through which he holds his shares, unless he notified the TASE member that he is not interested in receiving such a link or that he is interested in receiving voting papers by mail for payment, provided that the notice was given regarding a specific securities account and at a date prior to the Record Date. An unregistered shareholder's notice regarding voting papers shall also apply to the receipt of position statements.

12.5. The voting paper and the documents that must be attached to it as detailed in the voting paper, must be submitted to the Company's offices (including by registered mail) up to 4 hours before the time of convocation of the General Meeting, as follows:

A. Regarding an unregistered shareholder, the voting paper shall be valid only if an ownership authorization is attached to it or if an ownership authorization was sent to the Company via the electronic voting system.

B. Regarding a registered shareholder (a shareholder registered in the Company's register of shareholders), the voting paper shall be valid only if a photocopy of the ID card, passport, or incorporation certificate of the registered shareholder is attached to it.

13. Voting via Electronic Voting System

13.1. An unregistered shareholder may vote regarding the decisions brought for approval in this meeting, via an electronic voting paper that will be transferred to the Company via the electronic voting system. The address of the electronic voting system is: http://votes.isa.gov.il.

13.2. In accordance with the Written Voting Regulations, a TASE member will enter into the electronic voting system a list containing the required details for each of the unregistered shareholders holding securities through it on the Record Date ("the list of those eligible to vote in the system").

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The TASE member shall provide information regarding him in accordance with the written voting regulations, as long as it has not received another notice from him. Such shareholder instructions shall be transferred to the TASE member no later than 12:00 noon of the Record Date and shall be given regarding the securities account and not regarding specific securities held in the account.

13.4. In accordance with the written voting regulations, the TASE member shall transfer, as close as possible after receiving confirmation from the electronic voting system of the proper receipt of the list of those eligible to vote in the system ("confirmation of delivery of the list"), to each of the unregistered shareholders listed in the list of those eligible to vote in the system and who receive notices from the TASE member by electronic means or through communication systems linked to the TASE member's computer, the details required for voting in the system, among others, an identifying number and access code for voting in the electronic voting system. Upon entering the electronic voting system, an unregistered shareholder will be able to vote in relation to the agenda item of the General Meeting or alternatively, will be able to request that his details be transferred via the system to the Company for the purpose of proving ownership of his shares without specifying the voting method, so that he can vote by the other voting means specified above.

13.5. An unregistered shareholder will be able to vote via the electronic voting system starting from the date of the confirmation of the delivery of the list and until six hours before the time of convocation of the General Meeting ("system lock time"). Electronic voting shall be subject to change or cancellation until the system lock time and cannot be changed via the system after this time.

13.6. Where the General Meeting is adjourned after the system lock time or a continued meeting is set, in accordance with Section 74 of the Companies Law, an unregistered shareholder who voted via the electronic voting system will not be able to change his vote via the electronic voting system. Setting an adjourned meeting or a continued meeting does not prevent an unregistered shareholder, who voted via the electronic voting system at that meeting (prior to the postponement of the meeting date), from changing his vote, but he will be able to do so by any other voting means as detailed above.

13.7. For the purpose of voting in an adjourned meeting or a continued meeting, an unregistered shareholder will not be required to provide the Company with a new ownership authorization. Also, an unregistered shareholder who used the electronic voting system in order to transfer to the Company only an ownership authorization and requests to vote by other voting means, will not be required to transfer a new ownership authorization to the Company for the purpose of voting in the adjourned meeting or in a continued meeting.

13.8. One or more shareholders holding an amount of shares constituting 5% of the total voting rights in the Company (as of the publication date of this report, 3,372,130 ordinary shares of no par value of the Company), as well as someone holding an amount of shares constituting 5% of the total voting rights in the Company that are not held by a controlling shareholder in the Company (as of the publication date of this report, 2,175,148 ordinary shares of no par value of the Company), is entitled to inspect the voting papers and the voting records through the electronic voting system that reached the Company, at the registered

office of the Company, by himself or through a proxy on his behalf, after the convocation of the General Meeting.

14. Adding a topic to the agenda and position statements

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14.1. Following the publication of this report, there may be changes to the agenda, including the addition of topic(s) to the agenda; position statements may be published, and the updated agenda and the position statements published can be reviewed in the Company's reports and on the distribution site.

14.2. A shareholder, one or more, holding at least one percent (1%) of the voting rights in the General Meeting, may request the Board of Directors up to 7 days after the summoning of the meeting to include a topic in the agenda of the General Meeting, provided that the topic is suitable to be discussed in a General Meeting.

14.3. If the Board of Directors finds that a topic requested to be included in the agenda is suitable to be discussed in the General Meeting, the Company will prepare an updated agenda and an updated voting paper, as required, and publish them on the distribution site no later than 7 days after the deadline for submitting the request to include an additional topic on the agenda. It is clarified that the publication of the updated agenda does not change the record date as determined in the notice of summoning the General Meeting.

14.1. The deadline for submitting position statements to the Company is up to ten (10) days before the meeting date.

14.2. The deadline for submitting the Board of Directors' response to a position statement is up to five (5) days before the meeting date.

Disclosure of affiliation or other characteristic

15.1. A shareholder participating in the vote regarding resolutions 1.1 and 1.2 on the agenda of the General Meeting shall notify the Company before the vote at the General Meeting (or if the voting is via a voting paper and/or 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 the vote of one who did not mark the existence or absence of an affiliation or other characteristic as stated, or marked "Yes" and did not describe the nature of the affiliation or other characteristic, will not be counted.

15.2. In accordance with the provisions of Regulation 36D(d) of the Reports Regulations, insofar as 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.

15.3. Furthermore, a shareholder interested in participating in the vote must notify the Company, including by way of marking in the designated place in 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 or not.

Authority of the Securities Authority

In accordance with the transactions with controlling shareholders regulations, within twenty-one (21) days from the day of filing this Immediate Report, the Securities Authority or an employee it has authorized (hereinafter: "the Authority") may instruct the Company to provide, within the time it determines, an explanation, detail, information and documents regarding the engagements included in Section 1.2 of this report, as well as to instruct the Company on the amendment of the report in the manner and at the time it determines. If an instruction to amend the report as stated was given, the Authority may instruct the postponement of the General Meeting date as stated in the controlling shareholders regulations. The Company will submit an amendment according to such instruction in the manner set forth in the controlling shareholders regulations, and all unless the Authority instructed otherwise. If an instruction regarding the postponement of the General Meeting date was given, the Company will notify in an Immediate Report regarding the giving of the instruction.

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17. Company representative regarding processing and document review

The Company representative regarding the processing of the report is Mr. Yoav Shapira, Deputy CEO and Director. This Immediate Report and the documents mentioned in it can be reviewed, as well as the full version of the resolutions on the agenda, at the Company's offices at 1 HaTachana St., Kfar Saba, Menivim Tower, after prior coordination by telephone: 054-7680868, on Sundays-Thursdays during customary working hours, until the day of the General Meeting.

Sincerely,

Econergy Ltd

By: Mr. Eyal Podhorzer, CEO and Director and Mr. Yoav Shapira, Deputy CEO and Director.

Appendix A - The proposed Compensation Policy is attached with changes marked relative to the current compensation policy.

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Economy Ltd ("the Company")

Compensation Policy for officers

As of [ ] July 2026

Economy Renewable Energy Ltd ("the Company")

Compensation Policy for the officers

1. General

1.1 This document constitutes the Compensation Policy for the officers in the Company, as defined in Section 267A(a) of the Companies Law, 5759-1999 ("the Companies Law" and "the Compensation Policy", respectively).

1.2 The applicability of the Compensation Policy is for three (3) years starting from the date of its approval by the General Meeting of the Company's shareholders. Nothing in the foregoing shall derogate from the obligation (or the right) of the Compensation Committee and the Board of Directors to examine the need to update the Compensation Policy from time to time, in accordance with the Company's needs.

1.3 The purpose of this document is to determine guidelines regarding the manner of compensation of officers in the Company, while taking into account principles that will allow a proper balance between the desire to compensate officers for their contribution to the Company's success, to recruit, incentivize and retain high-quality officers for the long term, and the need to ensure that the compensation structure is consistent with the business and overall organizational strategy of the Company over time and this taking into account, among other things, the Company's risk management policy.

1.4 The Company determined the Compensation Policy, among other things, based on these considerations:

1.4.1 Promoting the Company's goals, its work plan and its policy from a long-term perspective.

1.4.2 Creating appropriate incentives for the officers in the Company, considering its risk management policy.

1.4.3 The Company's size and the nature of its activities.

1.4.4 Regarding variable components - the officer's contribution to achieving the Company's goals and maximizing its profits and everything from a long-term perspective and in accordance with the officer's role.

1.4.5 Maintaining and strengthening the trust of shareholders and potential investors in the Company.

1.5 In the process of formulating the Compensation Policy, the Board of Directors was assisted, among other things, by comparative data regarding main components in the

compensation policy and the customary compensation costs among public companies with similar characteristics to those of the Company (similar to the characteristics and criteria of comparison companies as detailed in Section 3.4 below).

1.6 The Compensation Policy does not grant an officer in the Company a right to receive any compensation, and the compensation to which the officer will be entitled will be in accordance with the terms that will be decided for them individually and approved by the organs authorized for this in the Company subject to the provisions of any law, as will be from time to time.

1.7 The Compensation Policy sets ceilings for the various compensation components and therefore, receiving compensation lower than the compensation according to the Compensation Policy will not be considered a deviation from the Compensation Policy.

1.8 The Company may, at its discretion, determine, at the request of an officer in the Company, that the engagement with them or part of it, will be through a management agreement instead of an engagement in an employment contract and that no employer-employee relationship will exist between the Company and that officer with whom a management agreement was entered into as stated. This compensation policy will also apply to an engagement in such a management agreement, and payments to the service provider will be performed against an invoice with the addition of VAT according to law.

1.9 Except if stated otherwise, the parameters regarding compensation refer to a salaried employee employed in a full-time position. In the event that the relevant officer is not an employee and/or is not employed in a full-time position, the necessary adjustments should be made. Thus for example, in the event that the officer is an independent contractor providing services to the Company against an invoice, the necessary adjustments will be made so that the cost to the Company will not be higher than the cost to the Company if it were a salaried employee.

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1.10

It is clarified that nothing in the compensation policy shall derogate from the provisions of agreements or compensations that were approved and given to the company's officers prior to the approval of the compensation policy.

1.11

All amounts and caps specified in this compensation policy shall be plus VAT and payroll tax by law. as applicable. and they shall be linked to the Consumer Price Index known for the month of June 2026.

2. Components of Total Compensation

2.1

The total compensation of the company's officers shall consist of several compensation components (all or part of them):

2.1.1

Base salary, as defined in section 2.2.1 below;

2.1.2

Accompanying social conditions and additional benefits - as detailed in section 4.2 below;

2.1.3

Variable cash compensation - annual bonus as well as additional bonuses;

2.1.4

Variable equity compensation;

2.1.5

Termination of tenure conditions - compensation, adjustment period, notice period or any other benefit given to the officer in connection with the termination of their role in the company;

2.1.6

Exemption, indemnification and insurance.

2.2

Definitions:

2.2.1

"Salary" or "Base Salary" - monthly gross salary;

2.2.2

"Fixed Compensation" or "Salary Cost" - base salary plus accompanying social conditions and additional benefits in terms of cost to the employer;

2.2.3

"Variable Compensation" - variable cash compensation and variable equity compensation;

2.2.4

"Cost" or "Cost to the Company" means the actual cost to the company, including benefits and mandatory payments, whether the compensation to the officer is paid through a salary slip or against an invoice, including for variable compensation.

2.2.5

"Officer", "Terms of Tenure and Employment" - as defined in the Companies Law.

3. Method of Determining Compensation

3.1

When determining the terms of tenure and employment of the officer, the company's Compensation Committee and the Board of Directors will consider the range of considerations listed in sections 3.2 to 3.4 below, as applicable.

3.2 Terms of tenure and employment of the company's officers shall be determined and approved, among other things, while paying attention to and considering the principles detailed below:

3.2.1 The education, skills, expertise, professional experience, and achievements of the officer;
3.2.2 The officer's role, areas of responsibility, and previous compensation agreements signed with them;
3.2.3 The degree of responsibility imposed on the officer for their role in the company;
3.2.4 The contribution, whether expected or actual (as applicable), of the officer to the company's performance and its profitability, all from a long-term perspective and in accordance with the officer's role;
3.2.5 The company's need to retain the officer in light of their skills, knowledge, or expertise;
3.2.6 The company's financial condition and the results of its activities, as well as market conditions and the regulatory and competitive environment in which the company operates;
3.2.7 Previous salary agreements signed with the officer.

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3.3 Examination of the ratio between the compensation for the officer and the compensation for the rest of the company's employees:

In this framework, the ratio between the cost of the terms of tenure and employment of the officer and the salary cost of the rest of the company's employees (including contractor employees employed at the company, if any) ("company employees"), as well as to the average salary and the median salary of such employees, will be examined, and the impact of the gaps between them on labor relations in the company, among other things, taking into account the characteristics of the company's activities, its size, and the mix of its workforce.

For the purpose of this section, "contractor employees employed at the company" and "salary cost", as defined in Part A of the First Appendix to the Companies Law.

Close to the date of approval of the compensation policy, the ratio between the total compensation cost of the Chairman of the Board, the company's CEO $^{1}$ and other officers in the company (average) $^{2}$ and (a) the average salary cost of the rest of the company employees $^{3}$ is: approximately 3.96, approximately 4.71 and 3 respectively; (b) the median salary cost of the rest of the company employees is: approximately 5.1, approximately 6.07 and 3.87 respectively. The Board of Directors and the Compensation Committee found that these ratios are reasonable, appropriate to the customary, and have no impact on labor relations in the company.

3.4

Market Comparison (Benchmark) - As the Board of Directors sees fit, it will be possible to examine, as part of the overall considerations in examining the propriety and reasonableness of the compensation of officers in the company, comparison data for the customary compensation cost among public companies with similar characteristics to the company by performing a comparative data survey (Benchmark), through a company check or with the help of an external consultant, in accordance with publicly published data known to the company. For this purpose, companies engaged in the company's field of activity or in fields as close as possible will be examined, companies traded on the stock exchange that have a market value similar to the company's value, companies traded on the same stock index on the stock exchange where the company is traded at the time of the comparison, companies with financial data similar to those of the company, and companies employing personnel in volumes similar to those of the company.

4. Fixed Compensation

4.1 Base Salary

The base salary expresses the officer's skills, such as: their experience, the knowledge they bring to the role, expertise in the field of activity, their education, professional authority, etc., while taking into account the level of responsibility imposed on them and the requirements of the role derived from it.

4.2 Accompanying social conditions and additional benefits for officers

4.2.1

In addition to the base salary, the rights required by law (or under terms superior to those set by law) will be paid or granted (as applicable) to the officer as part of the fixed compensation, including vacation, sick leave, convalescence pay, social rights and contributions, etc., and also according to the discretion of the company's management, conditions that are common and acceptable in the labor market such as savings in a study fund and loss of working capacity insurance.

4.2.2

Likewise, the company is entitled to provide the officer, for the purpose of fulfilling their role, with a vehicle and/or bear vehicle expenses (including accompanying expenses), a mobile phone, and other customary conditions as determined by the company's management, including grossing up the tax for them. In addition, the company will bear the expenses for travel and per diem in Israel and abroad, which will be claimed as part of the fulfillment of the officer's role, as well as expenses for participation in professional conferences and training, membership fees in a professional organization, etc. The total monthly expenses provided to an officer in the company shall not exceed 10,000 euros, without prior approval from the company's CEO (with respect to VPs), and from the Compensation Committee (with respect to the CEO and Deputy CEO).

The calculation was performed by adjusting the compensation cost to 100% position in the case of a partial position and without variable compensation components.

In the calculation of said ratios for the CEO and for the Chairman of the Board - "rest of the company employees" includes officers serving in the company, but except for the CEO and the Chairman of the Board.

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4.2.3

4.2.3 The company may provide a loan to an officer in accordance with the company's policy regarding providing loans to employees in the company, and subject to obtaining the required approvals by law.

4.3 Salary Cost Cap

4.3.1

4.3.1 The monthly salary cost cap for the company's officers (in terms of cost to the company), for a full-time position (100% position), shall be as follows:

Level	Salary Cost in Thousands of Euros
Active Chairman of the Board**	36
Company CEO	36
Deputy CEO	36
VPs or other officers	30

Regarding adjustments in caps, in the case where part of the officer's engagement services will be provided by the officer as an independent contractor, see section 1.9 above.
** For the definition of an active Chairman of the Board, see section 5.2 below.

4.3.2 4.3.2 The gross monthly salary cap as detailed above will be linked to the increase in the Consumer Price Index known at the time of approval of the compensation policy. An officer may be entitled in the employment agreement to link their salary to the index. In such a case, the linkage will be to the date of approval of the tenure and/or employment conditions of the relevant officer.

4.3.3 4.3.3 In the event that a manager with unique experience and knowledge is recruited, it will be possible to deviate from the said fixed compensation cap, while taking into account, among other things, the considerations listed in sections 3.2 to 3.4 above, provided that such a deviation does not exceed 5% of the relevant cap set in section 4.3.1 above.

5. Compensation for Directors and Active Chairman of the Board

5.1 Director Compensation

Directors in the company will be entitled, subject to the approval of the authorized organs of the company, in accordance with the provisions of any law, to an annual fee, a meeting participation fee and reimbursement of expenses (similar to external directors) within the ranges permitted under the Companies Regulations (Rules regarding compensation for an external director), 2000 ("Compensation Regulations"). The company shall be entitled to approve payment for "expertise supplement" to an expert director as the term is defined in the Compensation Regulations.

It is clarified that if a director in the company is also an employee of it or its service provider (including being an active Chairman of the Board), they will not be entitled to compensation for their participation in the company's board meetings.

Directors in the company will be entitled to the conditions granted to other officers in the company regarding officer liability insurance, exemption, and indemnification.

Likewise, it is clarified that directors will be entitled to equity compensation as detailed in section 9 below, subject to the approval of the authorized organs in the company and subject to any law.

5.2 Active Chairman of the Board

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A Chairman of the Board will be entitled to a fixed compensation different from that of the other board members serving in the company only if they serve in the company as an active Chairman of the Board, whose scope of position is not less than a 20% full-time position, and whose areas of responsibility and role also include ongoing work in the company, including meetings with investors, active involvement in the life of the company, etc., all in accordance with the employment or service provision agreement that the company will sign with them.

6. Exemption, Indemnification, and Insurance for Officers

6.1

The company shall be entitled to purchase directors' and officers' liability insurance, which shall apply to officers in the company as they will be from time to time, which shall insure their liability subject to the limitations and approvals set by law (including an insurance policy for a specific event or activity and/or of the Run-off type). The scope of the insurance coverage will be determined from time to time in accordance with the scope and areas of the company's activities and the risks involved therein, its equity, and its being a public company.

6.2

Without derogating from the provisions of section 6.1 above, the company is entitled to enter into a liability insurance policy for directors and other officers of the company, serving and/or as they will serve in it from time to time, including officers who are controlling shareholders in the company, as they will be from time to time, by way of purchasing new policies or extensions or renewals of policies to be purchased in the future, including extending the discovery period and purchasing Run-off type insurance policies, for several insurance periods, provided that the insurance coverage shall be within a liability limit up to a total not exceeding 35 million US dollars, per case and per policy period, for claims that will be filed against the officers insofar as they arise from the performance of their role in the company and in the subsidiaries (as they may be).

For the avoidance of doubt, it is clarified that in accordance with the provisions of Regulation 1B1 of the Companies Regulations (Reliefs in Transactions with Interested Parties), 2000, the company's engagements in policies in accordance with this section above shall require the approval of the Compensation Committee only (in accordance with the said regulation) and shall not be brought for additional approval by the general meeting of the company.

6.3

Likewise, the company shall be entitled to grant the company's officers an undertaking for indemnification or retrospective indemnification, by virtue of their role as officers in the company or their role in other companies in which they were appointed on behalf of or at the request of the company, and all - subject to the provisions of the law and the company's articles of association. The total amount of indemnification for all officers in the company for one event or a series of events, which will be considered as qualifying events in accordance with the letter of indemnification, shall not exceed 25% of the company's equity.

6.4

In addition, the company shall be entitled to grant the company's officers, subject to the provisions of any law, an exemption from liability for any damage caused to the company due to a breach of the officer's duty of care towards it in their actions by virtue of their role as an officer, subject to the provisions of the law and the company's articles of association and the approval of the authorized organs of the company. Notwithstanding the above, an exemption granted as stated will not apply in connection with a decision made by the officer or with a transaction approved by them by virtue of their role as an officer, in which the controlling shareholder or an officer in the company has a personal interest in its approval.

6.5

Nothing in the above shall derogate from past decisions to grant officers exemption from liability, indemnification, or an undertaking for indemnification, which were approved by the company prior to the approval of this policy.

7. Termination of Tenure Conditions

7.1 Notice Period

The company is entitled to determine that the terms of tenure of the company's CEO and the terms of tenure of the company's Deputy CEO will include a notice period not exceeding six (6) months and any other officer (except for a director) for a notice period not exceeding four (4) months. The notice period will be determined in the officer's employment agreement.

It is clarified that during the notice period, the officer will be required to continue to fulfill their role, unless it is decided to release them from this obligation. The officer will be entitled to the regular compensation during the notice period or to a payment in lieu of notice.

7.2 Retirement Grants / Non-Competition

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In the event of termination of relations at the initiative of the Company, after a period of tenure of no less than 3 years in the Company, the Compensation Committee and the Board of Directors shall have the authority to grant a retirement grant/non-compete not exceeding an amount equal to the multiplication of the officer's years of employment by his last salary (gross), and in any case no more than 6 salaries.

The above shall also apply to the termination of relations at the initiative of the officer, however, a retirement grant/non-compete shall not exceed an amount equal to the multiplication of the officer's years of employment by half of his last salary (gross), and in any case no more than 6 salaries.

The Compensation Committee and the Board of Directors will examine, for the purpose of granting such retirement grants, among other things, the circumstances of the retirement, the officer's contribution to the Company, its performance during his term of office, and the recommendations of his supervisor (the CEO's recommendation for VPs, and the Chairman of the Board's recommendation for the CEO).

8. Annual Cash Grant

8.1 Terms of tenure of the officers in the Company may include an annual cash grant designed to reward the officer for his contribution to achieving the Company's goals in a multi-year perspective and/or for meeting a defined short-term or long-term goal that will be determined, according to measurable criteria and/or according to discretion as specified below:

8.1.1 Annual Grant - Dependent on Meeting Measurable Targets

The grant dependent on meeting measurable targets will be calculated based on measurable criteria, which will be determined (as far as they are determined) in relation to each officer. The targets may include financial goals (for example, profit, EBITDA, FFO, return on equity, cash flow targets), business development targets (for example, initiation of new activities and projects, meeting project establishment and commercial operation schedules, meeting regulatory milestones, entering into material initiation agreements), operational and engineering targets (for example, entering into financing and capital or debt raising agreements, cost savings, entering into operation and establishment agreements), company and corporate governance targets, and personal targets in relation to each field in which the officer specializes.

The measurable targets will be defined in advance once a year by the authorized bodies according to law, during the first quarter of each calendar year, and will include at least two targets. For each target, a weight will also be determined out of the annual grant dependent on meeting measurable targets that the officer will receive if he meets the target.

Ranges can be determined for the payment of a partial grant for each target, as well as reducing the annual grant amounts determined in any given year.

8.1.2 Non-Measurable Criteria (Discretion)

8.1.2.1 The Company's CEO, with the approval of the Compensation Committee and the Board of Directors, may approve the payment of an annual cash grant to officers subordinate to the CEO, at his discretion according to non-measurable criteria (including in cases where targets were not set in advance for the officers subordinate to the CEO), and this as part of or in addition to the grant calculated according to targets, provided that the total annual cash grant paid to the officer does not exceed the ceiling set in section 8.2 below.

8.1.2.2 The discretionary grant component for the Chairman of the Board, the Company's CEO, and the Deputy CEO shall not exceed three (3) salaries, subject to the approvals required by law.

8.1.2.3 A discretionary grant will be awarded considering the officer's contribution to the Company, his performance, his responsibility, and the Company's needs, including considering: (1) Evaluation of the factor

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trusted with the officer; (2) The Company's need to retain an officer with skills, knowledge, or expertise; (3) Compliance with internal procedures or special targets; (4) The degree of responsibility imposed on the officer.

8.2 Annual Cash Grant Ceiling

The ceiling for the annual cash grant, for a full-time position (100% position), shall be as follows:

Rank	Annual Grant Ceiling
Active Chairman of the Board	6 salaries
CEO	6 salaries
Deputy CEO	6 salaries
VPs and other officers	6 salaries

8.3 Annual Grant - General Provisions:

8.3.1 At the time the grant is awarded, the officers will undertake to return to the Company the grant amount or part of it in the event that it becomes clear in the future that the grant was awarded based on data that turned out to be erroneous and was restated in the Company's financial statements during a period of three consecutive annual financial statements starting from the date of approval of the periodic report based on which the grant was awarded. The restitution amount will be the part of the grant paid due to the error. Such restitution shall not apply in cases of correction of financial statements as a result of a change in accounting standards or reporting rules.

8.3.2 In the event of commencement or termination of tenure during a calendar year, the Board of Directors shall be entitled to grant the officer, at its discretion and with reference to the circumstances of the retirement (as applicable), a relative part of the annual grant for the period in that year in which the officer served, provided that the officer served at least one year of work in the Company at the time the eligibility for the grant was consolidated.

8.3.3 The Board of Directors shall have discretion regarding the cancellation or reduction of the annual grant amount to an officer in any given year based on circumstances determined by the Board and specifically due to the Company's financial results in that year.

8.3.4 Generally, the annual grant will be paid shortly after the approval of the financial statements for the relevant year.

9. Equity-Based Compensation

9.1 The Company may grant officers warrants for ordinary shares, restricted shares, restricted share units (RSUs), and any other type of share-based payment, in accordance with the equity-based compensation plans to be adopted from time to time and subject to any law ("Equity-Based Compensation").

9.2

The period required until full vesting of equity-based compensation granted to an officer shall not be less than a period of 3 years from the date of granting the equity-based compensation. It can be determined that the equity-based compensation will vest in portions gradually, provided that the vesting period of the first portion is not less than one year. The Company's Board of Directors shall be entitled to approve acceleration of the vesting period for the full equity-based compensation allocated and which has not yet reached its vesting date in circumstances of a change of control in the Company and/or in circumstances of merger and acquisition transactions of the Company, provided that as a result, trading in the Company's share ceases, and also as a result of termination of employment relations due to special circumstances such as disability, death, or medical circumstances. Additionally, the warrant terms may include a mechanism for acceleration, full or partial, in the case of termination of employment/service relations not for "cause".

9.3

The maximum dilution percentage resulting from the allocation to all officers, during the three years in which this compensation policy is in effect, shall not exceed 5%.

9.4

The exercise price of the warrant unit - shall not be less than the average price of the Company's share on the Tel Aviv Stock Exchange during the 30 trading days preceding the grant date or another exercise price which in the opinion of the Board of Directors constitutes an incentive for increasing the Company's value, taking into account the volatility of the share price in the period preceding the grant date; the Company shall be entitled to determine that

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The exercise price of warrants allocated for officers, according to the plan, shall be used solely for the purpose of determining the monetary benefit amount and the quantity of shares to be actually issued to the offeree ("net exercise") or for any other similar plan.

9.5 Ceiling for Equity-Based Compensation - The maximum fair value (at the time of grant) for the total variable equity compensation granted to a single officer, according to one of the accepted valuation methods divided by the number of vesting years, shall not exceed 12 salaries per vesting year (according to a calculation performed at the time of grant, the date of the Board's approval of the equity grant, or another date determined by the Board) and without a limit on the value at the time of exercise, unless it is equity-based compensation settled in cash). This amount is not necessarily consistent with the expense registration amounts in the financial statements according to the accounting rules by which the Company prepares its financial statements.

9.6 Expiration Date - Warrants allocated and not exercised will expire within a period not exceeding 10 years from the date of their allocation.

9.7 Restricted Shares and Restricted Share Units (RSUs) - The granting of restricted shares and/or RSUs will be conditioned on meeting threshold conditions and performance targets, as specified above in relation to the annual grant. The Company may grant restricted shares and/or RSUs that are not performance-contingent as long as their value does not exceed the higher of 25% of the equity-based compensation in that allocation and up to three months of salary cost.

The Ratio Between Fixed Compensation and Variable Compensation

In order to ensure alignment between all compensation components, the possible ratio between the total compensation components for a given year of the Company's officers, relative to the base salary component, is as follows:

10.2 Chairman of the Board - The ratio between the variable compensation components (relative to the maximum eligibility of this component) versus the fixed compensation for the Chairman of the Board (in terms of cost to the Company), shall not exceed 100%.

10.3 CEO / Deputy CEO - The ratio between the variable compensation components (relative to the maximum eligibility of this component) versus the fixed compensation of each of the Company's CEO and the Company's Deputy CEO (in terms of cost to the Company), shall not exceed 200%.

10.4 VPs - The ratio between the variable compensation components (relative to the maximum eligibility of this component) versus the fixed compensation for other VPs in the Company (in terms of cost to the Company), shall not exceed 150%.

A deviation of up to 5% from the aforementioned ratios in a calendar year shall not be considered a breach of this compensation policy.

11. Non-Material Change in Employment Terms

11.1 In accordance with the provisions of the law, the Compensation Committee (in relation to the CEO) or the Company's CEO (in relation to officers subordinate to the CEO), as the case may be, shall be entitled to approve from time to time during the period of the compensation policy, a non-material change in the employment terms approved according to the compensation policy, provided that: (1) the employment terms after the change do not deviate from the limits set in the compensation policy; (2) the terms of tenure and employment of the officer are consistent with the Company's compensation policy; (3) the said change is not material in relation to all the terms of tenure and employment of the officer.

11.2 In this framework, the Compensation Committee or the Company's CEO (subject to reporting only to the Compensation Committee), as the case may be, shall be entitled to approve from time to time, during the period of the compensation policy, changes in the total compensation of an officer, the cumulative annual result of which for each officer at the time of the change shall not exceed 5% per year and no more than 15% cumulatively for the period of the compensation policy of the annual cost to the Company of the officer's compensation, as it was on the date of approval of the compensation policy (or at a later date if the compensation was updated not according to the provisions of this section). Such changes shall be considered non-material changes in relation to the compensation.

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Existing at that time. As long as the change does not refer to a quantitative value, the policy will be examined according to the nature and type of the matter.

11.3 It is clarified that a change that is not considered a material change as stated, will be approved as required by law.

12. Supervision and Control of Officer Compensation

12.1 Approval of compensation for officers as stated shall be in accordance with the compensation policy, as approved by the Company's Board of Directors and following the recommendation of the Compensation Committee.

12.2

The Company will act subject to any existing and future legal provision regarding the Company's compensation policy.

12.3

The Compensation Committee and the Board of Directors are entrusted with the management and implementation of compensation plans and all necessary actions for this purpose, including the authority to interpret the provisions of the compensation policy in any case of doubt regarding the manner of its implementation.

12.4

The Company's Board of Directors will periodically examine the established compensation policy and update it as necessary, after receiving the recommendation of the Compensation Committee. According to the above, the Board of Directors may, every year and prior to making a decision regarding granting compensation in accordance with this policy, decide to reduce and/or cancel the grant amounts determined for the reasons mentioned in this document and specifically due to the Company's results from a long-term perspective.

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AI assistant

Econergy Renewable Energy Ltd. — Proxy Solicitation & Information Statement 2026

6756_rns_2026-05-27_88c5db8d-0466-4c7a-9ad0-c59d40b832da.pdf

Econergy Ltd.

Part A - Details Regarding the Items on the Agenda and the Wording of Proposed Resolutions

.2 Approval of a new Remuneration Policy for the Company

4.3 The required approvals or conditions set for the execution of the Resolution

4.5 Reasons of the Compensation Committee and the Board of Directors for approving the Resolution mentioned in Section 1.2

4.6. Names of the Compensation Committee and Board members who participated in the discussion to approve the Resolution

4.7. Names of the directors who have a personal interest in the approval of the Resolution

5. Additional details required regarding a material private offering according to Private Offering Regulations regarding the Resolution mentioned in Section 1.2 of the report (in this section below: the "Resolution")

5.1. Details about the offerees

5.2. Terms of the proposed securities

5.6. The Fair Value of Securities Convertible or Exercisable into Shares

5.7. Estimated Total Compensation for Officers

5.8. The Ratio between the Terms of Office of each of the controlling shareholders and the Company's Employees' Terms

5.9 The Company's Share Price on the Stock Exchange

5.10 The Issued Share Capital of the Company, the Amount and Rate of Holdings of Interested Parties, and the Total Holdings of the Other Shareholders in the Issued Capital and in the Voting in the Company

5.11 Details of the Consideration and the Way it was Determined

5.12 Material shareholder or officer in the company who has, to the best of the Company's knowledge, a personal interest in the consideration, and the nature of their personal interest

5.13 Required approvals or conditions set for the execution of the allocation according to the offer

5.14 Absence of agreements between the offerees and shareholders in the company

5.15 Details of prevention or restriction

5.16 The Board of Directors' reasons for approving the private offering, the value determined for the offered securities and the value of the consideration for them, and the names of the directors who participated in

the Board's discussion of the approval of the offering, indicating which of them is an external director of the company

5.17 Date of allocation of the securities

5.18 Additional details in accordance with the Sixth Schedule of the Reporting Regulations

.6 Additional details regarding item no. 1.3 on the agenda - Update of the terms of office and employment of Mr. Shlomo Zohar, who serves as Chairman of the Board of Directors of the company

6.6. The Ratio between the Terms of Office of Mr. Zohar and the Terms of the Company's Employees

6.7. Additional details on a material private allocation according to private allocation regulations in connection with the proposed Equity Compensation

6.7.5. Terms of the Offered Securities:

M. Terms of the warrants plan in the event of termination of office or employment

6.7.6. The fair value of the warrants, and the method for calculating the fair value and the assumptions that served as a basis for their calculation

6.7.7. Details of the consideration and the way it was determined

6.7.8. Approvals required to perform the warrant allocation

6.7.9. Absence of agreements between Mr. Zohar (the offeree) and shareholders in the company

12. Voting via Voting Paper

13. Voting via Electronic Voting System

14. Adding a topic to the agenda and position statements

17. Company representative regarding processing and document review

Economy Ltd ("the Company")

Compensation Policy for officers

Economy Renewable Energy Ltd ("the Company")

Compensation Policy for the officers

1. General

2. Components of Total Compensation

3. Method of Determining Compensation

3.3 Examination of the ratio between the compensation for the officer and the compensation for the rest of the company's employees:

4. Fixed Compensation

4.1 Base Salary

4.2 Accompanying social conditions and additional benefits for officers

4.2.1

4.2.2

4.2.3

4.3 Salary Cost Cap

4.3.1

5. Compensation for Directors and Active Chairman of the Board

5.1 Director Compensation

5.2 Active Chairman of the Board

6. Exemption, Indemnification, and Insurance for Officers

7. Termination of Tenure Conditions

7.1 Notice Period

7.2 Retirement Grants / Non-Competition

8. Annual Cash Grant

8.1.1 Annual Grant - Dependent on Meeting Measurable Targets

8.1.2 Non-Measurable Criteria (Discretion)

8.2 Annual Cash Grant Ceiling

8.3 Annual Grant - General Provisions:

9. Equity-Based Compensation

11. Non-Material Change in Employment Terms

12. Supervision and Control of Officer Compensation

More from Econergy Renewable Energy Ltd.

Econergy Renewable Energy Ltd. Proxy Solicitation & Information Statement 2026