F.I.B.I. Holdings Ltd. — Proxy Solicitation & Information Statement 2026

Apr 7, 2026

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

F.I.B.I. Holdings Ltd.
F.I.B.I. HOLDINGS LTD
Number in the Registrar: 520029026
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To: Israel Securities Authority www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd. www.tase.co.il
T460 (Public )
Transmitted via MAGNA: 07/04/2026
Reference: 2026-01-032293

Immediate report on a meeting

Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 1970

Explanation: If one of the items on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report T138 in parallel.

Is it possible to vote by means of the electronic voting system: Yes

Note: The option to choose in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will require the corporation to process all votes received in this system.

Link to the website of the voting system where it is possible to vote: Voting system

Explanation: Eligible persons who are entitled to vote in the system will receive access details to the system from the TASE members.

The corporation hereby reports on: Convening a meeting

Note: In the event of a change in the date of the meeting (postponement or advancement) "Postponement of a meeting" or "Postponement by court order" or "Postponement to an unknown date" must be selected.

The reference number of the last notice regarding the meeting is _, which was convened for the date _

Reason for postponement or cancellation: _ _

Explanation: Reference must be made to the reference number of the last notice of convening or postponement of the meeting

1. Type of security Share

Name of the security conferring entitlement: Ordinary share of NIS 0.05 par value

The TASE security number that entitles its holder to participate in the meeting 763011

Record date for entitlement to participate and vote at the meeting: 16/04/2026

Explanation: If a meeting is required in respect of more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are specified will require the submission of a corrective report.

1. On the date: 19/03/2026

It was decided on Convening a meeting Special meeting ____,

which will convene on Thursday on the date: 14/05/2026 at: 15:00

At the address:	Goldfarb Gross Seligman & Co., Law Offices, 132 Menachem Begin Road, Tel Aviv, Azrieli Center, the round tower, 37th floor

1. Agenda:

Explanation: The numbering of the items on the agenda will correspond to their order of appearance in the notice of meeting report if attached as a file.

Items/resolutions to be raised at the meeting:

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

1

The item / resolution and its details:

Appointment of Mr. Amir Erez as an external director of the Company for an additional term of 3 years commencing on May 21, 2026

Appointment/extension of term of an external director as stated in sections 239(b) or 245 of the Companies Law

Attention: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here

Gender: Male

Attention: Filling in this field is possible when the resolution is for the appointment of an external director only.

There is no obligation to state gender.

Type and identification number

Explanation: For resolutions regarding the term of a director, the identification number of the director must be entered. ID number022468342

Is this a transaction between the company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? No

Does the transaction include a private offer

Regarding how to fill in this section and the exemption granted to companies from a parallel report on an additional form, see the notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of legal sections, select the field "Declaration: there is no suitable field for classification" and select "Yes" transaction with a controlling shareholder.

Only in the case of a BONDS holders' meeting in which this is not a transaction with a controlling shareholder, and no suitable field is found in the table, must the relevant legal sections by virtue of which the resolution is required be explained and detailed.

Does the item require disclosure of a connection or other characteristic of the voting shareholder: ____

Attention: These values may be selected only where "Declaration: there is no suitable field for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.

In the case of a BONDS holders' meeting

It was decided that there is another matter: ____

Details of the other matter

Attention: The details of the other matter determine the wording of the declaration to be included in the online voting system. A question must be formulated such that the answer to it is in the "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will be able to choose between "Yes"/"No" and to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under section 350):

Attention: This field determines the wording of the requirement for additional details to be included in the online voting system. The voter will have the option of adding details in a text field.

☐ Correction of disclosure
☐ Minor change or a change that only improves the company compared to the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The item was discussed at a previous meeting
☐ Change of item / addition of a new item to the agenda by court order

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Change of item / addition of a new item to the agenda pursuant to Regulation 5b of the Companies Regulations ☐ (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000 ☐ Addition of a new item to the agenda after the record date due to a technical error, as follows: Explanation: After the record date it is not possible to correct a resolution except for a correction in the terms of the transaction that is beneficial to the company or a minor change. Also, after the record date it is not possible to add new items to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations.
The resolution on the agenda is brought to a vote
Type of majority required for approval Not an ordinary majority An ordinary majority of all the votes of the shareholders present at the meeting, entitled to vote and who voted themselves or by proxy or by a voting form indicating how they voted, without taking into account abstentions, provided that one of the following is met: (1) The count of the majority votes will include at least a majority of all the votes of the shareholders who are not the controlling shareholders or persons having a personal interest in the appointment of the candidate, participating in the vote. In the count of all the votes of the aforesaid shareholders, abstentions shall not be taken into account; (2) The total opposing votes among the aforesaid shareholders mentioned in subsection (1) above did not exceed two percent of all the voting rights in the Company.
Will the percentage of holdings of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required to pass the proposed resolution on the item No

Attachment of the notice of meeting report: FIBI - Notice of General Meeting Report May 2026.isa.pdf

4. Attachments

4.1 Attachment of a file including the text of the voting form / position statements: Draft Voting Form FIBI.isa.pdf

YesText of voting form

NoPosition statements

Explanation: If a voting form and/or a position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Voting in Writing and Position Statements), 2005. The company must compile all position statements (as defined in section 88 of the Companies Law) in one file in which the publication date of the statement, from whom it was received, and a reference to the relevant page in the combined file is specified.

4.2 Attachment of a file including candidates' declarations / other accompanying documents: Declaration - Amir Erez including Appendices.isa.pdf

YesDeclaration of the candidate to serve as a director in the corporation

YesDeclaration of an independent director

YesDeclaration of an external director

Declaration of appointment of a representative to a trusteeship

Amended trust deed

Application for approval of a creditors' arrangement under section 350

Other

1. The legal quorum for holding the meeting:

A legal quorum at a shareholders' meeting shall be constituted when shareholders (one or more) holding or representing more than $25\%$ of the voting power of the Company are present in person or by proxy. If within half an hour from the time set for the meeting no legal quorum is found, the meeting shall be adjourned automatically, to Monday, May 18, 2026, at 15:00, at the same place, or to a different day, time and place as shall be determined by the Board of Directors in a notice to the shareholders, or as specified in the invitation to the adjourned meeting in lieu of a notice of the convening of the adjourned meeting. At the adjourned meeting, the matters for which the meeting was convened shall be discussed and the shareholders present in person or by proxy shall be deemed for all purposes to constitute a legal quorum..

1. In the absence of a legal quorum, the adjourned meeting will be held on 18/05/2026, at 15:00.

At the address: Goldfarb Gross Seligman & Co., Law Offices, at 132 Menachem Begin Road, Tel Aviv, Azrieli Center, the round tower, 37th floor.

In the absence of a legal quorum the meeting will not be held.

1. The place and times at which it is possible to review any proposed resolution whose full text was not brought in the above agenda description

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

At Goldfarb Gross Seligman & Co., Law Offices, at 132 Menachem Begin Road, Tel Aviv, in the Azrieli Center, the round tower, 37th floor, by prior arrangement by telephone: 03-6074510, Sunday-Thursday during normal business hours, until the date of convening of the meeting.

Meeting identifier: ____

Note: The meeting identifier is the reference number of the initial report. In the initial report on the meeting this field remains empty.

Details of the signatories authorized to sign on behalf of the corporation:

	Name of signatory	Position
1	Yaakov Sit	Chief Executive Officer

Explanation: Pursuant to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report filed under these Regulations shall be signed by the persons authorized to sign on behalf of the corporation. The Staff's position on the matter can be found on the Authority's website: click here.

Reference numbers of previous documents on the subject (the reference does not constitute inclusion by way of reference):

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange	Form structure update date: 09/12/2025
Short name: FIBI
Address: 4 He Be'Iyar St. 4, Tel Aviv-Yafo6209302 Telephone: 03-6950649, Fax: 03-6091753
Email: kobi@fibiholdings.co.il
Previous names of the reporting entity:
Name of electronic reporter: Hanoch OferPosition: External legal counselName of employing firm: Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., Law Offices
Address: , Telephone: Fax: Email: ofer@gkh-law.com