Remuneration Information • Nov 13, 2025
Remuneration Information
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To: Israel Securities Authority https://www.magna.isa.gov.il To: The Tel Aviv Stock Exchange Ltd. http://maya.tase.co.il
According to the Securities Regulations (Offering of Securities by a Listed Company), 2000
November 13, 2025
The Company hereby announces that on November 13, 2025, the Company's Board of Directors, after receiving the approval of the Company's Compensation Committee, approved the allocation of 55,325 unregistered options exercisable into shares of the Company (the options and underlying shares, respectively), to an individual who is expected to be appointed as an oce holder in the Company, to the position of the Company's Chief Financial Ocer (the offeree), and under the terms set forth in this report below (the offer).
The offer is pursuant to the Company's options plan approved by the Company's Board of Directors on November 25, 2014, as amended (the Options Plan), and is subject to the commencement of employment of the offeree with the Company, expected to be on February 1, 2026.
The offeree is expected to be appointed as an oce holder in the Company and is not an interested party in the Company and will not become an interested party as a result of the offer.
Assuming the exercise of all options into shares at a ratio of one share for each exercised option (that is, the exercise of 55,325 ordinary shares of the Company), the shares, considering the Company's issued and paid-up share capital (as at the date hereof), will constitute approximately 0.24% of the Company's share capital and voting rights, and assuming full dilution (i.e., exercise of all the Company's convertible securities into shares), approximately 0.24% of the Company's share capital and voting rights¹.
The options are offered to the offeree in their capacity as an employee of the Company.
The options are offered to the offeree in their capacity as an employee of the Company.
The issued and paid-up share capital of the Company consists of 25,155,642 ordinary shares. This amount includes 1,961,488 dormant shares. All calculations disregard the dormant shares, and accordingly, the issued capital for the purpose of the calculations is 23,194,154 ordinary shares. Also, the said data assumes the allotment of options and their full exercise into exercise shares at a ratio of one exercise share for each exercised option. Nevertheless, the assumption regarding the exercise of the options into exercise shares at a 1:1 ratio is theoretical only, since in practice, upon exercise of the options, the offeree will be allocated only the number of shares reecting the monetary benet inherent in the options (net exercise – cashless), as detailed in Section 4 below. As of the date of the report, the Company has no other securities that are convertible or exercisable into shares except for 280,000 unregistered options that were allocated to oce holders, managers, and employees in the Company. 1
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To: Israel Securities Authority https://www.magna.isa.gov.il
To: The Tel Aviv Stock Exchange Ltd. http://maya.tase.co.il
According to the Securities Regulations (Offering of Securities by a Listed Company), 2000
The options will be offered to the offeree according to the options plan and the provisions of the capital gains route set forth in sections 102(b)(2) and 102(b)(3) of the Income Tax Ordinance [New Version], 1961 (the capital gains route and the Income Tax Ordinance, respectively).
The options allocated to the offeree according to the capital gains route will be deposited for them in trust with a trustee (the trustee), who will hold them in trust throughout the life of the option and for no less than the periods stipulated in section 102 of the Income Tax Ordinance (section 102), and under the terms detailed below.
The options will not be listed for trading on the stock exchange.
Upon exercise of the options into exercise shares, the company will act to register them in the shareholder register of the company in the name of the company for registration purposes, and at the member of the stock exchange – in the name of the trustee (until the date of release of the exercise shares from the trustee or their sale by the trustee for the offeree) or in the name of the offeree, as applicable².
The exercise shares will be listed for trading on the stock exchange from the date of their allocation.
The company will retain in its registered capital a sucient quantity of registered but unissued shares, for the purpose of allocating the exercise shares in accordance with the offer, subject to adjustments to be made under section 5 below or will ensure that such a sucient quantity of shares exists³.
The options are offered to the offeree at no consideration.
The exercise price of the options (the exercise price) is equal to the higher of (a) 7.5% above the average price quotations for the company's shares on the stock exchange during the 30 trading days preceding the allocation date of the options (the date of board approval, hereinafter: the grant date or the allocation date) or (b) the quoted price of the company's share on the stock exchange on the allocation date.
In this context, it is noted that as on the grant date, the average price of the company's share on the stock exchange during the 30 trading days preceding this date totaled NIS 112.52 and after the addition of 7.5%, amounts to NIS 120.96, which is higher than the NIS 115 constituting the price of the share on the trading day preceding the grant date; therefore, the exercise price is evaluated at NIS 120.96.
The exercise price is subject to adjustments as detailed in section 5 below. The exercise price is not linked to the Consumer Price Index or any index.
At the time of exercise, the offeree will not be required to pay the exercise price, except as detailed in section 4 below.
Vesting Period – the options will be exercisable as follows:
The options are offered to the offeree in their capacity as an employee of the Company.
It is claried that wherever the plan and the report refer to the allocation of exercise shares to the offeree or to the trustee on their behalf, as applicable, the shares will be registered in the shareholder register of the company in the name of the company for registration purposes. 2
It should be noted that instead of allocating new shares, the company may grant the offeree shares from among the dormant shares, and the offer will be subject to the required changes as a result. 3
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To: Israel Securities Authority https://www.magna.isa.gov.il
To: The Tel Aviv Stock Exchange Ltd. http://maya.tase.co.il
According to the Securities Regulations (Offering of Securities by a Listed Company), 2000
Vesting period – the options will become exercisable as follows:
The rst option tranche, the second options tranche, the third option tranche, and the fourth option tranche shall collectively be referred to hereinafter as: the options tranches, and each of these tranches individually as: option tranche.
Existence of employer-employee relationship⁴ – the vesting period shall be counted only during periods in which there is an employer–employee relationship between the Company and the Offeree.
Acceleration provision – in the event that Electra Ltd. ceases to be the controlling shareholder of the Company and, as a result, the Offeree's employment ends, the vesting of the next (only) unvested option tranche as of the change of control date will be accelerated. 'Control' – as dened in the Securities Law, 1968 (Securities Law).
4.
4.1 The options will be exercisable into exercise shares in accordance with their terms, as detailed in this report.
Exercise of the options
The options are offered to the offeree in their capacity as an employee of the Company.
If the Offeree becomes engaged by the Company as an independent contractor, the term employer-employee relationship in this report shall hereinafter be interpreted accordingly as an engagement relationship. In such a case, the option terms will be amended as necessary. 4
4 If the Offeree becomes engaged by the Company as an independent contractor, the term employer-employee relationship in this report shall hereinafter be interpreted accordingly as an engagement relationship. In such a case, the option terms will be amended as necessary.
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To: Israel Securities Authority https://www.magna.isa.gov.il
To: The Tel Aviv Stock Exchange Ltd. http://maya.tase.co.il
According to the Securities Regulations (Offering of Securities by a Listed Company), 2000
X= Y × (A−B) / A
Where:
X = the number of shares resulting from the exercise of the options (partial exercise shares).
Y = the number of options included in the exercise notice.
A = the closing price of the Company's share on the Stock Exchange on the day preceding the exercise date (which, as noted, is the day the offeree's notice is received).
B = the exercise price per share.
Exercise of the options
Exercise of the options
The record date as dened in the Stock Exchange regulations. As of the date of the resolution, this means the date set by the company for entitlement to participate in a corporate event. 5
The ex-date as dened in the Stock Exchange regulations. As of the date of the resolution, this means the record date; however, if the record date is not a business day – the business day preceding the record date; and if neither the record date nor the preceding business day are trading days – the rst trading day after the record date. 6
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The exercise shares shall be entitled to any dividend or other benet, where the record date for the right to receive them occurs at or after the date of their registration in the Company's shareholder register pursuant to law.
For the purposes of this section, the term 'new company' refers to a company with which a merger is carried out, with which a sale transaction is performed, or which will assume the company's place following a restructuring or merger.
Exercise of the options
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The options allocated according to this report, and any right arising therefrom, shall not be transferable or assignable in any case, except for transfer by law to heirs. In the case of transfer to heirs as stated, the terms of the option and the provisions of the plan and this report will bind the heirs.
7.1 The exercise shares will be subject to restrictions on their sale and/or transferability as determined by the Board of Directors from time to time, subject to applicable law (see also section 12 below), including with regard to the prohibition on use of inside information, if applicable.
In addition, the offeree is required not to create private hedging arrangements that eliminate the effects of the risk sensitivity inherent in the options (including through short positions and the like), directly or indirectly, whether by themselves or by another person.
Exercise of the options
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Dividends distributed in cash will be transferred directly to the offeree (after withholding tax as required by law), all as determined by the Board of Directors, at its sole discretion and subject to any law, prior to making a distribution of such dividends. Regarding the adjustment of the option exercise price after distribution of dividends, see above section 5.3.
The provisions in this section 8 above refer to the law applicable at the date of the report. The provisions of law regarding mandatory payments and tax implications for the options may change from time to time.
The above does not purport to be an authoritative interpretation of the provisions of law mentioned above or an exhaustive description of all relevant legal provisions applying to taxes that may apply in connection with the options offered to the offeree, and does not substitute for legal and professional advice on the matter. As is customary in investment decisions, the offeree should consider the different tax implications and their
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The tax implications that will apply to the offeree's investment. The offeree should consult with his professional advisors, including legal and tax advice, taking into account their particular circumstances.
The closing price of the company's share on the exchange at the end of the trading day preceding the date of the Board of Directors' resolution was 115 NIS. For the option exercise price and the ratio between it and the share price on the exchange, see section 3.2 above.
Assuming the exercise of all options offered under this report into shares, the company will receive in cash the amount as stated in section 4.5 above.
To the best of the company's knowledge, and after contacting the offeree and ascertaining the matter with them, except as described in this report, there are no written or verbal agreements between the offeree and any other holder of the company's shares, regarding the purchase or sale of the company's securities or regarding voting rights in the company.
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The allocation of the options is pursuant to the approval of the company's Board of Directors dated November 13, 2025, and the approval of the company's Compensation Committee from the same day, and in accordance with the provisions of the company's option plan.
The allocation of the options is subject to receiving the approval of the stock exchange for the listing for trading of the exercise shares. The company intends to apply to the stock exchange to register the exercise shares for trading, shortly after the publication of this report.
The allocation of the options is pursuant to the approval of the company's Board of Directors dated November 13, 2025, and the approval of the company's Compensation Committee from the same day, and in accordance with the provisions of the company's option plan.
The allocation of the options is subject to receiving the approval of the stock exchange for the listing for trading of the exercise shares. The company intends to apply to the stock exchange to register the exercise shares for trading, shortly after the publication of this report.
By: Daniel Zalkind, Chairman of the Board of Directors and Tzvika Schwimmer, CEO
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11/13/2025 | 3:35:20 PM
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