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Date: March 10, 2026

F.I.B.I. Holdings Ltd. (hereinafter: the "Company")

Re: Declaration of a Candidate for Tenure as an External Director

Pursuant to the Companies Law, 5759 - 1999 (hereinafter: the "Law")

I, the undersigned, Amir Erez, holder of ID 022468342, a resident of Israel, residing at 37 HaShlosha, Kfar Ma'ash, hereby declare and undertake as follows:

I hereby give my consent to serve as an External Director in your company, which is a public company, incorporated in Israel, and its securities are traded on the Tel Aviv Stock Exchange Ltd. (hereinafter: the "Stock Exchange"). Furthermore, I hereby give my consent to serve as Chairman and/or as a member of the Audit Committee, which is also the Financial Statements Examination Committee and the Remuneration Committee of the Company (the "Committee").
I have the ability to read and understand financial statements.
I am qualified to be appointed as a director in your company according to the provisions of sections 225 - 227 of the Law as worded at the time of signing this declaration. The provisions of the sections as worded at the time of signing this declaration are detailed in Appendix A attached to this declaration and forming an integral part thereof.
I possess the necessary qualifications and I have the time required to perform the role of an external director in the company, taking into account the special needs of the company and its size.
Please mark X next to the relevant options:

☑ I have accounting and financial expertise, in accordance with the provisions of the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualifications), 5765 - 2005 (hereinafter: the "Companies Regulations").

☐ I have professional qualifications, in accordance with the provisions of the Companies Regulations.

The provisions of the Companies Regulations, as worded at the time of signing this declaration, are attached as Appendix B to this declaration and constitute an integral part thereof.

I possess the education, training, academic degrees (the degree, the granting institution, and the year) as detailed below and in the documents testifying to my academic degrees and have professional experience as detailed in the curriculum vitae, included in Appendices C and D to this declaration, respectively, which constitute an integral part thereof.
Please mark X next to the relevant options:

I am not a relative of the controlling shareholders and I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, or a corporation in which I am a controlling shareholder, do not have, at the time of appointment or in the two years prior to the time of appointment or during the period of my tenure as an external director in the company, an affinity to the company, to the controlling shareholder of the company, or to a relative of the controlling shareholder of the company, at the time of appointment or during the period of my tenure as an external director in the company, as the case may be, or to another corporation. Furthermore, I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, or a corporation in which I am a controlling shareholder, do not have business or professional ties to anyone with whom affinity is prohibited as stated above, even if such ties are not generally regular, except for negligible ties; There are ties between my relatives and The First International Bank of Israel Ltd. which are limited to the management of current accounts, a non-leveraged securities account, and the receipt of a loan secured by a mortgage which is being repaid regularly, which are, to my understanding, routine retail ties between a bank and a customer. I do not believe that these ties constitute an affinity, but in any case, the ties are negligible from my perspective. For the purpose of this section -

"Affinity" - the existence of labor relations, the existence of business or professional ties generally, or control, as well as tenure as an officer, except for tenure of a director who was appointed to serve as an external director in a company that is about to offer shares to the public for the first time.

"Another corporation" - a corporation whose controlling shareholder, at the time of appointment or in the two years prior to the time of appointment or during the period of my tenure as an external director in the company, as the case may be, is the company or its controlling shareholder.

"Time of appointment" - the date on which the general meeting of shareholders appointed me as an external director.

"Relative" - a spouse, brother or sister, parent, grandparent, descendant, and the descendant, brother, sister, or parent of the spouse or the spouse of any of these.

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There exist between me and the Company, at the time of appointment or in the two years preceding it or during my term of office as an external director in the Company, negligible business or professional relations which began at a time prior to the date of my appointment as an external director and which do not constitute "affiliation" as stated in the Companies Regulations (Matters that do not constitute an affiliation), 2006 (hereinafter: the "Affiliation Regulations"). The provisions of the relevant regulations from the Affiliation Regulations in their version at the time of signing this declaration, are detailed in Appendix E attached to this declaration. These relations are as detailed below :

8 My other roles and occupations do not create or are likely to create a conflict of interest with my role as an external director in the Company, and will not harm my ability to serve as an external director.

9 In any other company where I currently serve as a director, no person serving as a director in your company serves as an external director.

10 I am not an employee of the Israel Securities Authority or of a stock exchange in Israel.

11 I undertake to comply with all legal requirements applicable to directors and external directors in the Company as well as the legal requirements applicable to a member and/or chairman of the Audit Committee, the Compensation Committee and the Financial Statements Review Committee and that I will fulfill my role in the Company and as chairman and/or committee member in the best possible way and for the benefit of the Company. In the event that a concern arises, which is within my knowledge and/or brought to my attention, that I will cease to fulfill one of the conditions and/or declarations above or that there is a concern that I have breached the duty of loyalty to the Company (as defined in Section 254 of the Law), I will immediately notify the Chairman of the Board of Directors of the Company in accordance with the provisions of Section 227A of the Law as detailed in Appendix A to this declaration.

12 I am aware of all the legal provisions applying to the appointment and tenure of an external director including, the term of office, its termination, participation in the company's board committees, etc.

13 I am aware that according to the Law, the Company, its controlling shareholder and a corporation under their control will not be able to grant me, my spouse or my children any benefit, directly or indirectly, and among other things will not appoint me, my spouse or my children, to serve as an officer in the Company or in a corporation under the control of its controlling shareholder, will not employ me as an employee, and will not receive professional services from me for compensation, whether directly or indirectly, including through a corporation under my control, unless two years have passed from the end of my term as an external director in the Company, and for the affairs of my relative who is not my spouse or my children - one year from the end of my term as an external director. Furthermore, I declare that as of the date of this declaration, no such benefits as mentioned in this section have been granted to me, my spouse or my children.

14 I am aware of the notification obligations applicable to me by virtue of sections 227A and 245A of the Law and I undertake to fulfill them as required. The provisions of the aforementioned sections, in their version at the time of signing this declaration, are detailed in Appendix A.

15 I am aware that this declaration of mine will be brought before the appointing body prior to appointment as an external director (including by way of attaching it to an immediate report to be published to the public via the website of the Israel Securities Authority – MAGNA), and that it will serve the appointing body for the purpose of

examining my competence to serve as an external director in the Company and especially whether I meet the conditions and tests according to the Law. Furthermore, I am aware that this declaration will be found at the registered office of the Company for any person's inspection and will be published as part of the Company's public reports.

.16

It is known and agreed upon by me, that I will be paid compensation under identical terms to the compensation paid to the independent directors serving in the Company at the time of appointment.

.17

This is my name, this is my signature and the facts detailed in this declaration of mine above are true.

Amir Erez

022468342

Name	I.D.	Signature

1 Details of the candidate's business or professional relations with the Company and support that these relations constitute negligible relations shall be provided.

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Appendix A

Sections 225 - 227A and 245A of the Companies Law, 5759-1999

Disclosure Obligation

(a) A candidate for the position of director shall disclose to the appointor:

(1) If he has been convicted by a judgment of an offense as stated in section 226(a), and the period during which he is prohibited from serving as a director under section 226 has not yet passed;

(2) If he has been convicted by a judgment of an offense as stated in section 226(a1), and the period determined by the court under that subsection has not yet passed;

(3) If the Administrative Enforcement Committee has imposed on him an enforcement measure prohibiting him from serving as a director in any public company or in any private company that is a BONDS company, and the period determined by the Administrative Enforcement Committee in its said decision has not yet passed.

(b) In this section -

"Enforcement measure" – an enforcement measure as stated in section 52nz of the Securities Law, imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Regulation of Investment Advice and Investment Portfolio Management Law, 5755-1995, or under Chapter J1 of the Joint Investment Trust Law, 5754-1994, as the case may be;

"Administrative Enforcement Committee" – the committee appointed under section 52lb(a) of the Securities Law;

"Judgment" – a judgment in the first instance.

Restriction of Appointment Due to Conviction

(a) A person convicted by a judgment of any of the following offenses shall not be appointed to serve as a director in a public company or in a private company that is a BONDS company, unless five years have passed since the date on which the judgment of conviction was given:

(1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52c, 52d, 53(a)(4) and 54 of the Securities Law;

(2) Conviction in a court outside of Israel for bribery, fraud, corporate management offenses, or insider information offenses;

(3) (Deleted).

(a1) A person convicted by a judgment of an offense not listed in subsection (a) shall not be appointed to serve as a director in a public company or in a private company that is a BONDS company, if the court has determined that due to its nature, severity, or circumstances, he is not fit to serve as a director in a public company or in a private company that is a BONDS company, for the period determined by the court which shall not exceed five years from the date the judgment was given.

(b) A court may determine, at the time of conviction or thereafter, at the request of a person wishing to be appointed as a director, that despite his conviction for offenses as stated in subsection (a), and taking into account, inter alia, the circumstances in which the offense was committed, he is not prevented from serving as a director in a public company or in a private company that is a BONDS company, or that the period during which he is prevented from serving as a director in a public company or in a private company that is a BONDS company shall be shorter than five years.

(d) A court, and if an appeal was filed – an appellate court, may order a stay of execution of the appointment restrictions or of the termination of office under this section to a date it determines and under such conditions as it deems fit.

Restriction of Appointment Due to a Decision of the Administrative Enforcement Committee

226A. If the Administrative Enforcement Committee has imposed on a person an enforcement measure prohibiting him from serving as a director in a public company or in a private company that is a BONDS company, that person shall not be appointed as a director in a company in which he is prohibited from serving as a director according to that decision.

Restriction of Appointment

(a) A minor, a legally incompetent person, a person declared bankrupt as long as he has not been discharged, and a corporation that has decided on its voluntary liquidation or for which a liquidation order has been issued, shall not be appointed as a director.

(b) A candidate for the position of director to whom the provisions of subsection (a) apply shall disclose this to the appointor.

227A. A director for whom a condition required under this Law for his service as a director has ceased to exist, or for whom a ground for the termination of his service as a director applies, shall immediately notify the company, and his service shall terminate at the time the notice is given.

245A. An external director for whom a condition required under this Law for his service as an external director has ceased to exist shall immediately notify the company, and his service shall terminate at the time the notice is given.

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Appendix B

Regulations 1 - 3 of the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Competence), 5766-2005

Director with Accounting and Financial Expertise

A director with accounting and financial expertise is someone who, due to their education, experience, and skills, possesses high skill and understanding in business-accounting matters and financial reports in a manner that allows them to deeply understand the company's financial reports and initiate discussion regarding the presentation of financial data; the assessment of a director's accounting and financial skill shall be made by the Board of Directors, and all considerations shall be taken into account, including, among others, their education, experience, and knowledge in these matters:

(1) Accounting issues and accounting control issues typical of the industry in which the company operates and companies of the size and complexity of the company;

(2) The roles of the external accountant and the duties imposed on them;

(3) Preparation of financial reports and their approval according to the Law and the Securities Law.

Director with Professional Competence

2.(a) A director with professional competence is someone who meets one of the following conditions:

(1) Holds an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration;

(2) Holds another academic degree or has completed other higher education studies, all in the field of the company's main business or in a field relevant to the position;

(3) Has at least five years of experience in one of the following, or has a cumulative experience of at least five years in two or more of the following:

(a) In a senior position in the field of business management of a corporation with a significant scope of business;

(b) In a senior public office or in a senior position in the public service;

(b) The assessment of the professional competence of a candidate to serve as a director as stated in sub-regulation (a) shall be made by the Board of Directors.

Declaration

3.(a) In a declaration according to Section 241 of the Law, the candidate shall also declare their education and experience, as far as they are relevant, for the purpose of examining whether they meet the conditions and tests according to these regulations, and shall also attach documents and certificates supporting their declaration.

(b) A director whose accounting and financial expertise the Board of Directors is required to evaluate for the purpose of meeting the

minimum number determined according to Section 92(a)(12) of the Law, shall declare as specified in sub-regulation (a).

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Appendix C - CV and List of Corporations in Which Serving as a Director

CV - Attached Document

Summary:

Gamda Erez Ltd. – Owner (Jointly)
External Director FIBI
In the past –
Director in Tut – Aviation and Tourism Corporation Ltd.
Chairman of the Board of D.V. Verma Ltd. (until and including Q3/2022)
Chairman of the Board of Ludan Engineering Co. Ltd. (until the end of 2021)
As part of role as CEO of Pazgas (until 2020);
Chairman of the Board of Yafat Gas Accessories Ltd.
Chairman of the Board of Solpaz Industries Ltd. (1996)
Director in Calore Israel Industrial Equipment Ltd.
Director in Gas-Ex Israel Propane Gas Ltd.
VP Business Development and Services – Ashdod Refinery;
Parallel to role as Business Development Manager – Arkia;
Director in Arkia Israeli Airlines Ltd.

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Appendix D - Documents evidencing education

3 documents are attached:

Law and Business Administration graduation certificate
Certificate of completion of specialization in finance as part of Business Administration studies
Bar Association membership certificate

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Appendix E

Regulations 4 - 5 of the Companies Regulations (Matters Not Constituting an Affiliation), 5767-2006

"Negligible connection" - a connection that does not impair the independence of the external director, considering, among other things, the nature and character of the connection, the date of its creation, its duration, and the parties involved;

Someone who had an affiliation with a corporation controlled by a controlling shareholder of the company, only during a period when the controlling shareholder of the corporation was not the current controlling shareholder, shall not be considered for this reason as having an affiliation in the two years preceding the date of appointment; in this regulation, "corporation controlled by a controlling shareholder" - excluding the company or a corporation controlled by it.
(a) The existence of employment relations, business or professional connections, or serving as an officer (in this regulation - connections), shall not constitute an affiliation if all of the following are met:

(1) The connections are negligible both for the candidate and for the company;
(2) The connections began before the date of appointment;
(3) The audit committee approved prior to the appointment, based on facts presented to it, that the condition in paragraph (1) is met;
(4) In a public company – the existence of such business or professional connections and the approval of the audit committee were brought before the general meeting prior to the approval of the appointment.

(b) The existence of connections as defined in sub-regulation (a) that began after the external director was appointed, shall not constitute an affiliation if all of the following are met:

(1) Regarding the connections, the provisions of sub-regulation (a)(1) are met;
(2) The external director notified the audit committee of the connections as soon as possible after learning of their creation or the intention to create them, and declared that he did not know and could not have reasonably known about them earlier and that he has no control over their existence or termination; the provisions of Section 241(b) and (c) of the Law shall apply to a declaration under this paragraph;
(3) The audit committee approved, based on facts presented to it, that the condition in paragraph (1) is met.

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Definitions

Affiliation with another corporation while it was under the control of another person

Negligible connections

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המרכז הבינתחומי הרצליה

וזאת לתעודה

כ' ט

אמיר ארז

השלים במסגרת לימודי התואר הראשון במשפטים והתואר הראשון במינהל עסקים
הטיבת לימודים והתמחות

במימון

ועמד בכל הדרישות והבחינות הנדרשות על ידי
הנערה האקדמית העליונה לשם קבלת הסמכה זו

חשו, תתש"פ
אוקטובר, 1999

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המרכז הבינתחומי הרצליה

נשיא המרכז הבינתחומי, הוועדה האקדמית העליונה,
דיקן בית ספר רדזינר למשפטים ודיקן בית ספר אריסון למינהל עסקים

מעניקים בזאת

ארז אמיר

את התואר

LL.B. בוגר במשפטים
ואת התואר
בוגר במינהל עסקים B.A.

לאחר שסיים בהצלחה את לימודיו במשפט ועסקים
ועמד בבחינות ובדרישות האקדמיות להשלמת שני התארים

תעודה זו מוענקת במרכז הבינתחומי, בעיר הרצליה,
ביתם יהי בחשון התש"ט, 16 באוקטובר 1999
בשנת ה-57 לעצמאות מדינת ישראל

ולראיה באנו על החתום:

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4/7/2026 | 8:54:10 AM

AI assistant

F.I.B.I. Holdings Ltd. Board/Management Information 2026

6789_rns_2026-04-07_b33454a1-dc29-482b-9316-d6901ed5ceff.pdf

Appendix A

Disclosure Obligation

Restriction of Appointment Due to Conviction

Appendix B

Regulations 1 - 3 of the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Competence), 5766-2005

Director with Accounting and Financial Expertise

Director with Professional Competence

Declaration

Appendix C - CV and List of Corporations in Which Serving as a Director