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Fibi Bank

AGM Information Nov 17, 2025

6788_rns_2025-11-17_f4b99551-209a-4bf1-b42c-e7f61d38b274.pdf

AGM Information

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Part A – Notice of the General Meeting

November 17, 2025

Notice Regarding Convening of the Annual General Meeting of Shareholders

(the Bank or the Company)

    1. The Agenda Items and Decisions
  • 1.1. Item No. 1 Report that, in accordance with the Bank's Articles, the serving directors as listed below, continue in their term: Ehud Tzadik Bino and Gil Bino

It is claried that the following directors will continue to serve until the end of their appointment period as directors as stated: Ron Levkovich (Chairman of the Board), Ronen Harel (external director), Pnina Bitterman-Cohen (external director), Ilan Betseri (external director), Roni Hezekiahu, Arna Mintz-Dov, Zvi Aba Lavron, and Roni Michael (external director).

No decision is required on this matter.

1.2. Item No. 2 – Discussion of the nancial statements as of December 31, 2024, including the Board of Directors' report, management review, and the auditors' report to the shareholders

No decision is required on this matter.

1.3. Item No. 3 – Report on the auditor's fee for 2024

No decision is required on this matter.

1.4. Item No. 4 – Appointment of KPMG Somekh Chaikin & Co. as the Bank's auditor and authorization of the Board of Directors to set their fee in accordance with the scope of services to be provided by them.

In accordance with the Companies Law, 1999 (hereinafter: the Companies Law), the Securities Law, 1968 (hereinafter: the Securities Law), the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter: the Reporting Regulations), the Companies Regulations (Notice and Announcement of a General Meeting and Type Meeting in a Public Company and Adding an Item to the Agenda), 2000 (hereinafter: the Notice Regulations) and the Companies Regulations (Written Voting and Position Papers), 2005 (hereinafter: the Voting Regulations), the Bank announces the convening of the annual general meeting of the Bank's shareholders, to be held on Thursday, December 25, 2025, at 14:00 at the Bank's oces at 42 Rothschild Blvd, Tel Aviv (14th oor, meeting room) (hereinafter: the Meeting).

In accordance with the Companies Law, 1999 (hereinafter: the Companies Law), the Securities Law, 1968 (hereinafter: the Securities Law), the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter: the Reporting Regulations), the Companies Regulations (Notice and Announcement of a General Meeting and Type Meeting in a Public Company and Adding an Item to the Agenda), 2000 (hereinafter: the Notice Regulations) and the Companies Regulations (Written Voting and Position Papers), 2005 (hereinafter: the Voting Regulations), the Bank announces the convening of the annual general meeting of the Bank's shareholders, to be held on Thursday, December 25, 2025, at 14:00 at the Bank's oces at 42 Rothschild Blvd, Tel Aviv (14th oor, meeting room) (hereinafter: the Meeting).

In accordance with the Companies Law, 1999 (hereinafter: the Companies Law), the Securities Law, 1968 (hereinafter: the Securities Law), the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter: the Reporting Regulations), the Companies Regulations (Notice and Announcement of a General Meeting and Type Meeting in a Public Company and Adding an Item to the Agenda), 2000 (hereinafter: the Notice Regulations) and the Companies Regulations (Written Voting and Position Papers), 2005 (hereinafter: the Voting Regulations), the Bank announces the convening of the annual general meeting of the Bank's shareholders, to be held on Thursday, December 25, 2025, at 14:00 at the Bank's oces at 42 Rothschild Blvd, Tel Aviv (14th oor, meeting room) (hereinafter: the Meeting).

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Part A – Notice of the General Meeting

The Bank acts in accordance with Proper Banking Management Directive No. 302 regarding the certied public accountant auditing the banking corporation, and Directive No. 303 regarding communication of the auditing accountant with those responsible for oversight at the banking corporation, including in connection with discussions by the Audit Committee regarding potential replacement of the auditing accountant. The Bank has also adopted procedures in connection with the guidelines of the Basel Committee regarding external audit in banking corporations as relates to the Audit Committee and its relationship with the auditor (as adopted in the Proper Banking Management Directives effective from 2023).

Proposed Resolution: To approve the appointment of KPMG Somekh Chaikin & Co. as the Bank's certied public auditor, and to authorize the Board of Directors to set its fee according to the scope of services to be provided by them.

2. Required majority

The required majority to approve Agenda Item No. 4, detailed in Section 1.4 above, is a simple majority of all shareholders present at the meeting either in person, by proxy, or who have sent a voting form indicating their voting, who are eligible to vote and have voted at the meeting, not counting abstentions.

3. Record date

The record date for entitlement of a Bank shareholder to participate and vote at the general meeting and the adjourned meeting, as stated in Section 182(b) of the Companies Law and Regulation 3 of the Voting Regulations, is the close of trading on the Tel Aviv Stock Exchange on Thursday, November 27, 2025 (hereinafter: the Record Date). If no trading occurs on the Record Date, the record date will be the last trading day preceding it.

4. Voting method

  • 4.1. Shareholders of the Bank on the Record Date may vote on the items on the agenda in person, by proxy, or via a voting form (as detailed in Section 5 below). A proxy appointment or power of attorney must be deposited at the Bank's oces at 42 Rothschild Blvd, Tel Aviv, at least 48 hours before the scheduled time for the meeting or the adjourned meeting, as applicable. A shareholder not registered in the shareholder registry and whose shares are registered with a TASE member (hereinafter: Unregistered Shareholder) may also vote via the electronic voting system as detailed in Section 6 below.
  • 4.2. According to the Companies Regulations (Proof of Share Ownership for Voting at a General Meeting), 2000 (hereinafter: the Proof of Ownership Regulations), an Unregistered Shareholder who wishes to vote at the General Meeting must provide the Bank with conrmation from the TASE member with whom his share is registered, regarding his share ownership at the Record Date, as required by the Proof of Ownership Regulations (hereinafter: Ownership Conrmation). According to the aforementioned regulations, an electronic message approved according to section

In accordance with the Companies Law, 1999 (hereinafter: the Companies Law), the Securities Law, 1968 (hereinafter: the Securities Law), the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter: the Reporting Regulations), the Companies Regulations (Notice and Announcement of a General Meeting and Type Meeting in a Public Company and Adding an Item to the Agenda), 2000 (hereinafter: the Notice Regulations) and the Companies Regulations (Written Voting and Position Papers), 2005 (hereinafter: the Voting Regulations), the Bank announces the convening of the annual general meeting of the Bank's shareholders, to be held on Thursday, December 25, 2025, at 14:00 at the Bank's oces at 42 Rothschild Blvd, Tel Aviv (14th oor, meeting room) (hereinafter: the Meeting).

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    1. Voting via Voting Papers and Position Statements
  • 5.1. In accordance with the Voting Regulations, shareholders of the Bank may vote on the agenda item listed in Section 1 above by means of voting papers. The text of the voting paper and position statements (if any) regarding the aforementioned resolutions can be found on the ISA distribution site at: www.magna.isa.gov.il (the Distribution Site) and on the website of the Tel Aviv Stock Exchange Ltd. at www.tase.co.il (the TASE website). Shareholders may contact the Bank directly to receive from it the text of the voting papers and position statements (if any).
  • 5.2. A TASE member will send, at no cost, by email, a link to the text of the voting paper and position statements (if any), as posted on the Distribution Site, to any unregistered shareholder, unless the shareholder has indicated that they do not wish to receive it, provided that the message is given regarding a particular securities account and prior to the record date. The shareholder's message regarding voting papers shall also apply to the receipt of position statements (if any). Voting shall be done on the second part of the voting paper as published on the Distribution Site.
  • 5.3. An unregistered shareholder is entitled to receive proof of ownership from the TASE member through whom they hold their shares, at the branch of the TASE member or by mail to their address for delivery charges only, if requested, and such request must be made in advance for a particular securities account.
  • 5.4. The voting paper of an unregistered shareholder shall be delivered to the Bank together with the proof of ownership, so that the voting paper arrives at the Bank's oces no later than four (4) hours before the time of the meeting.
  • 5.5. A shareholder registered in the shareholder registry shall deliver to the Bank the voting paper, together with a photocopy of their ID card or a copy of their passport or certicate of incorporation, so that the voting paper arrives at the Bank's registered oce no later than six (6) hours before the time of the meeting.
  • 5.6. A shareholder is entitled to contact the Bank's registered oce and, after proving their identity, may withdraw their voting paper and proof of ownership up to 24 hours before the time of the meeting.
  • 5.7. The last date for submitting position statements to the Bank is up to ten (10) days before the meeting.
  • 5.8. The last date for submitting a position statement on behalf of the Bank, which will include the Bank board's response to the position statements of shareholders, is no later than ve (5) days before the meeting.
    1. Voting via Electronic Voting Paper

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  • 6.1. As mentioned above, a shareholder who is not registered may vote on the decisions on the agenda as detailed above, using a voting paper that will be submitted through the electronic voting system as dened in the Voting Regulations (hereinafter: the Electronic Voting Paper).
  • 6.2. The Electronic Voting Paper will be opened for voting upon the conclusion of the record date. Voting through the electronic voting system will end six (6) hours before the time of the meeting, at which point the electronic voting system will close.
  • 6.3. Electronic voting may be changed or canceled until the closing of the electronic voting system and may not be changed in the electronic voting system after this date. If a shareholder votes by more than one means, only their later vote shall count. For this purpose, a vote by the shareholder personally or via proxy will be considered later than a vote cast via the Electronic Voting Paper.
  • 6.4. It should be noted that due to actions taken by the Israel Securities Authority to protect the information systems and computer infrastructures on which the electronic voting system is based, temporary diculties may arise in accessing the electronic voting system from abroad. Any shareholder who wishes to vote and encounters diculties in accessing the electronic voting system is requested to use alternative voting methods, namely via written voting paper or via proxy as specied in sections 4 and 5 above, or to contact the system support center at telephone 077-2238333.
    1. Legal Quorum and Adjourned Meeting
  • 7.1. The legal quorum for the general meeting of shareholders shall be one or more shareholders present in person or by proxy (including via voting paper), holding or representing more than 25% of the voting power in the Bank.
  • 7.2. If a legal quorum is not present at the meeting at the end of half an hour from the time set for the meeting, the meeting shall automatically be adjourned by one week, to the same time and place, without the need for notifying the shareholders, or to another day, time, and place as determined by the Board of Directors. At the adjourned meeting, the matters for which the meeting was originally called shall be discussed, and the shareholders present in person or by proxy shall constitute a legal quorum.
    1. Changes to the Agenda and Final Date for Submitting a Request by a Shareholder to Add a Topic to the Agenda
  • 8.1. After the publication of this invitation report, changes to the agenda of the general meeting may occur, including the addition of a topic to the agenda, and position statements may be published. The updated agenda and any position statements published, if any, may be reviewed on the Distribution Site and the website of the Exchange.
  • 8.2. A request by a shareholder according to section 66(b) of the Companies Law to include an item in the agenda of the meeting must be delivered to the Bank within the time stipulated for this purpose in the Notice Regulations, up to seven days after the convening

of the meeting. If such a request is submitted, the item may be added to the agenda and its details will appear on the Distribution Site. In such case, the Bank will publish an amended convening notice no later than seven days after the nal date for submitting a request by a shareholder to add an item to the agenda, as stated above.

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  1. Review of Documents and Details about the Bank's Representatives

One may review the text of the proposed resolutions and the immediate report regarding the convening of the meeting and its annexes, at the Bank's oces at 42 Rothschild Blvd., Tel Aviv, Sunday–Thursday until the date of the meeting during regular business hours, with prior coordination with the Bank's Secretary, Adv. Aviad Biller (Tel: 03-5196223). They are also available on the distribution website of the Israel Securities Authority at: www.magna.isa.gov.il, on the website of the Tel Aviv Stock Exchange Ltd. at: www.tase.co.il, and on the Bank's website at: www.bi.co.il.

Respectfully,

Adv. Aviad Biller, Bank Secretary FIRST INTERNATIONAL BANK OF ISRAEL LTD.

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11/17/2025 | 6:33:45 AM

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