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.

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.

("the Company")

Voting Paper According to the Companies Regulations (Voting in Writing and Position Statements), 5766 - 2005 ("the Regulations")

Part One

1. Company Name : F.I.B.I. Holdings Ltd.

2. Type of General Meeting, Date and Place of Convening : Special general meeting of the company's shareholders, which will convene on Thursday, May 14, 2026, at 15:00, at the office of Goldfarb Gross Seligman & partnership, at 132 Menachem Begin Rd., Tel Aviv, at the Azrieli Center, the Round Building, on the 37th floor (hereinafter: "the Meeting").

3. Details of the item on the agenda for which voting may be conducted via the voting paper and the text of the proposed resolution :

3.1. Item No. 1 - Appointment of Mr. Amir Erez as an external director in the company for a term of 3 years starting from May 21, 2026 (as detailed in Section 1.1 of the immediate report regarding the summoning of the meeting to which the voting paper is attached, hereinafter: "the Summoning Report").

Mr. Amir Erez has served as an external director in the company since May 21, 2023. The candidacy of Mr. Amir Erez for an additional term as an external director in the company is proposed by the company's board of directors. Mr. Amir Erez is a director with accounting and financial expertise, as the term is defined in the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Competence), 5766-2005.

The declaration of Mr. Amir Erez, which was provided in accordance with Section 241 of the Companies Law, is attached as Appendix A to this report.

For details regarding the external director candidate for re-election, see Section 4.1 below and Section 1.1 of the Summoning Report.

Subject to his appointment, the candidate for the term as director shall be entitled to directors' compensation, as well as insurance exemption and an undertaking for indemnification to which the other serving directors in the company are entitled, according to the details included by way of reference in Section 1.1 of the Summoning Report.

Proposed Resolution Text : To approve the appointment of Mr. Amir Erez as an external director in the company for a term of 3 years starting from May 21, 2026.

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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. .

Attention is drawn to the fact that Section 34(a1) of the Banking Law (Licensing), 5741-1981, provides as follows - "A person shall not agree with another regarding their voting for the appointment of a director in a banking corporation or a banking holding corporation, including regarding their voting for the termination of his office, except according to a permit granted by the Governor after consultation with the Licenses Committee; this provision shall not apply to a group of holders within the meaning of Section 11d(a)(3)(b) of the Ordinance, regarding voting for the appointment of a director proposed as a candidate by them according to the same section, as well as to a holder of a means of control who agreed with another, that the other shall vote in his name and on his behalf without discretion, as the holder of the means of control instructed him, provided that if the other himself holds a means of control in the banking corporation or in a banking holding corporation, as the case may be, he shall not vote in the name and on behalf of more than one other holder." Therefore, regarding Item 1 on the agenda, a proxy holder who is also a shareholder in the Company may vote in the name and on behalf of only one additional shareholder.

4. Details to the best of the Company's knowledge regarding Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 regarding the candidate for appointment for an additional term as a director of the Company:

4.1. In accordance with Regulation 7(a)(5)(b) of the Regulations, below are the required details regarding the candidate for office as a director and any detail of the required details under Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: "the Reports Regulations") insofar as any change has occurred in them since the Company's Periodic report for the year 2025, which was published by the Company on March 19, 2026 (Reference No.: 2026-01-024862) (hereinafter: "the 2025 Annual Report"), to the best of the Company's knowledge.

For further details regarding the candidate, see Regulation 26 in Part D - Additional details about the Corporation, in the 2025 Annual Report.

Name:	Amir Erez
Membership in Board Committees:	The Audit Committee, which also serves as the Financial Statements Review Committee and as the Compensation Committee The Committee for Promoting the Merger Transaction with the First International Bank
The year in which he began his term as a director of the Company:	2023
Any detail of the details required under Regulation 26 of the Reports Regulations if any change has occurred since the submission of the Company's Periodic report for the year 2025.	No change occurred

4.2. For further details see also Section 1.1 of the Summoning Report and the references appearing therein.

5. The place and hours where the full text of the proposed resolution can be reviewed:

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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. .

The full text of the proposed resolution included in the summons report, the director's statement, and the other appendices to this report may be viewed at the office of Goldfarb Gross Seligman & Co. Law Firm, at 132 Menachem Begin Rd., Tel Aviv, at the Azrieli Center, the Round Building, 37th Floor, by prior appointment by phone: 03-6074510 on Sundays-Thursdays during accepted business hours, until the date of the meeting's convening. A copy of this report is published on the distribution site of the Securities Authority at: www.magna.isa.gov.il ("the Distribution Site") and on the website of the Tel Aviv Stock Exchange Ltd. ("the TASE") at maya.tase.co.il ("the TASE Website").

1. The majority required for the adoption of the resolution on the agenda, regarding which a vote may be cast by means of a voting paper:

6.1. The majority required for the approval of the resolution on item 1, as detailed in Section 3.1 above, is an ordinary majority of all votes of the shareholders present at the meeting, entitled to vote and who voted themselves or through a proxy or through a voting paper indicating their manner of voting, without taking into account the votes of abstainers, provided that one of the following is met:

(1) The majority of votes shall include at least a majority of all votes of shareholders who are not controlling shareholders in the company or have a personal interest in the appointment of the candidate, except for a personal interest not arising from their ties with the controlling shareholder, who participate in the vote. In the count of all votes of said shareholders, the votes of abstainers shall not be taken into account;

(2) The total votes of those opposing among the shareholders mentioned in sub-paragraph (1) above did not exceed a rate of two percent (2%) of the total voting rights in the company.

1. Note regarding the shareholder being a controlling shareholder in the company or having a personal interest:

A shareholder participating in the vote regarding the resolution on item 1 on the agenda, as detailed in Section 3.1 above, shall notify the company before the vote at the meeting, and if the vote is by means of a voting paper - shall mark in Part B of the voting paper in the place designated for that purpose, whether he is considered a controlling shareholder or has a personal interest in the approval of said resolution (except for a personal interest that is not a result of his ties with the controlling shareholder), or not, and the description of the relevant affinity. If a shareholder did not provide such notification or if such marking was not made, his vote will not be included in the count of votes regarding said resolution.

In accordance with the regulations, the reporting regulations, and the Securities Authority Directive dated November 30, 2011, on the subject of disclosure regarding the manner of voting of interested parties, senior officers, and institutional bodies at meetings (hereinafter: "the Directive"), an interested party, a senior officer, and an institutional investor as defined in the regulations and the Directive, voting at the meeting regarding the resolution on item 1 on the agenda, as detailed in Section 3.1 above, shall provide the company as part of their vote with the details required in accordance with the regulations and Section 2(b) of the Directive, and if they voted through a proxy, the voter or the proxy shall also provide the details regarding the proxy. Furthermore, details shall be provided regarding any connection (except for a negligible connection) between the voter or the proxy

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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. .

(who does not have a personal interest) between the Company or any of the controlling shareholders or any of the senior officers of the Company, including employer-employee relationships, business relationships, etc., and details of their nature.

8. Quorum and Adjourned Meeting:

8.1. A quorum at the shareholders' meeting shall be formed when there are present in person or by proxy (one or more) shareholders holding or representing more than 25% of the voting rights of the Company.

8.2. If within half an hour from the time appointed for the meeting a quorum is not found, the meeting shall stand adjourned to Monday, May 18, 2026, at 15:00, at the same place, or to such other day, time and place as the Board of Directors shall determine in a notice to the shareholders, or as specified in the invitation to the adjourned meeting as a substitute for the notice of the adjourned meeting. At the adjourned meeting, the matters for which the meeting was called shall be discussed and the shareholders present in person or by proxy shall be considered a quorum for all purposes.

9. Record Date:

The Record Date regarding the eligibility of a shareholder to participate and vote at the General Meeting and at the adjourned meeting, in accordance with Section 182 of the Companies Law and Regulation 3 of the Voting Regulations, is Thursday, April 16, 2026 (hereinafter: the "Record Date"). If no trading takes place on the Record Date, then the Record Date shall be the last trading day preceding this date.

10. Voting Method and Validity of the Proxy Card:

10.1. A shareholder whose shares are registered with a TASE member and those shares are included among the shares registered in the register in the name of the nominee company (hereinafter: "Unregistered Shareholder"), is entitled to receive ownership confirmation 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, provided that a request in this matter is given in advance for a specific securities account. An Unregistered Shareholder may instruct that his ownership confirmation be transferred to the Company via the electronic voting system.

10.2. The proxy card of an Unregistered Shareholder shall be delivered to the Company along with the ownership confirmation, so that the proxy card reaches the registered office of the Company no later than four (4) hours before the time of the General Meeting.

10.3. A shareholder registered in the register of shareholders shall deliver the proxy card to the Company, along with a copy of an ID card or a copy of his passport or a copy of a certificate of incorporation, so that the proxy card reaches the registered office of the Company no later than six (6) hours before the time of the General 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.

11 Electronic Voting Card:

An unregistered shareholder may vote regarding the resolution on the agenda as detailed above, via a voting card that will be transmitted through the electronic voting system as defined in the Voting Regulations (hereinafter: "Electronic Voting Card").

The electronic voting card is opened for voting at the end of the Record Date. Voting through the electronic voting system will be possible starting from the end of the Record Date and will end six (6) hours before the time of the Meeting, at which time the electronic voting system will be locked.

The electronic voting shall be subject to change or cancellation until the time the electronic voting system is locked, and it will not be possible to change it via the electronic voting system after this time. If a shareholder voted in more than one way, their later vote will be counted. In this regard, a vote by the shareholder themselves or through a proxy shall be considered later than a vote via an electronic voting card.

12 Company's Address for Delivering Voting Cards and Position Statements:

At the offices of Goldfarb Gross Seligman & Co., 132 Menachem Begin St., Tel Aviv, Azrieli Center, Round Building, 37th Floor.

13 The Final Date for Providing Position Statements to the Company by a Shareholder and the Board of Directors' Response:

The final date for providing position statements to the Company is up to ten (10) days before the date of the Meeting.

The final date for providing the Board of Directors' response to the position statement, if and to the extent that shareholders' position statements are submitted and the Board of Directors chooses to submit its response to the aforementioned position statements, is up to five (5) days before the date of the Meeting.

14 Website Addresses where the Voting Cards and Position Statements are Located:

The text of the voting card and position statements, if any, can be found on the Distribution Site and the website of the Tel Aviv Stock Exchange at the following addresses:

www.magna.isa.gov.il and maya.tase.co.il.

15 Receipt of Voting Cards and Position Statements:

A TASE Member shall send via email (to the address held by the TASE Member), free of charge, a link to the text of the voting card and position statements (if any) on the Distribution Site, to any unregistered shareholder, unless they have notified the TASE Member that they are not interested in receiving such a link or that they are interested in receiving voting cards by mail for payment, provided that the notice was given regarding a specific securities account and at a time prior to the Record Date. Their notice regarding voting cards shall also apply to the receipt of position statements (if any).

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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.

16. Inspection of voting papers:

One or more shareholders holding, as of the record date, shares at a rate constituting five percent (5%) or more of the total voting rights in the company, i.e., 1,772,632 ordinary shares of NIS 0.05 par value each, as well as anyone holding such a rate out of the total voting rights not held by the controlling shareholder in the company as defined in Section 268 of the Companies Law, i.e., approximately 852,802 ordinary shares of NIS 0.05 par value each, is entitled, by himself or through a proxy on his behalf, after the convening of the general meeting, to inspect the voting papers that reached the company at the company's office, during accepted business hours.

17. Changes to the meeting's agenda:

It should be noted that after the publication of the summons report and the voting paper, there may be changes to the agenda, including the addition of an item to the agenda, and position statements may be published. It will be possible to inspect the updated agenda and the position statements published in the company's report which will be published on the Distribution Site and the TASE website.

18. Deadline for providing an updated voting paper:

If a request is made to add an item to the agenda of the meeting and the company publishes an updated voting paper (including additional item(s) as stated), then the company will publish such an updated voting paper at the time of publication of the updated agenda of the meeting, which will be in accordance with the timelines set in 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), 5760-2000.

A shareholder shall indicate the manner of their vote regarding the item on the agenda in the second part of the voting paper.

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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. .

Voting Paper - Part Two

Company Name: P.N.B.I. Holdings Ltd.

Company Address (for submission and delivery of voting papers): at the offices of Goldfarb Gross Seligman & Co., Law Offices, at 132 Menachem Begin St., Tel Aviv, Azrieli Center, the Round Building, 37th Floor.

Company No.: 52-002902-6.

Date of Meeting: Thursday, May 14, 2026, at 15:00.

Type of Meeting: Special General Meeting.

Record Date for share ownership regarding the right to vote at the General Meeting: Tuesday, April 16, 2026 (hereinafter: the "Record Date"). If no trading takes place on the Record Date, then the Record Date shall be the last trading day preceding such date.

Details of the Shareholder

Shareholder Name:

ID No.:

If the shareholder does not have an Israeli ID card -

Passport No.:

Country of Issue:

Valid until:

If the shareholder is a corporation -

Corporation No.:

Country of Incorporation:

If the shareholder is a voter as stated in Section 7 of Part One of the voting paper above -

Are you an interested party, senior officer, or institutional investor? Yes ☐ No ☐

• Please specify if you indicated that you are considered an interested party, a senior officer in the company¹ or an institutional investor²:

Details regarding any connection between the voter (who does not have a personal interest) or their proxy and the company or any of the controlling shareholders or a senior officer in the company, including employer-employee relations, business relations, etc., and details of their nature:

¹ As the term "senior officer" is defined in Section 37(d) of the Securities Law.

² As the term "institutional investor" is defined in Regulation 1 of the Companies Regulations (Voting in Writing and Position Notices), 5766 - 2005.

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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.

Voting Method:

The Item on the Agenda	Voting Method³			Regarding the appointment of an external director (Section 245(a1) of the Companies Law) - Are you a controlling shareholder or have a personal interest in the approval of the appointment, except for a personal interest that is not a result of a connection with the controlling shareholder⁴
	For	Against	Abstain	Yes *	No
Item 1 - Appointment of Mr. Amir Erez as an external director in the Company for an additional three-year term of office starting from May 21, 2026, as stated in Section 3.1 above

• If the answer is affirmative (regarding Item 1 on the agenda) - please specify by virtue of what you are considered a controlling shareholder or someone on their behalf or having a personal interest, except for a personal interest that is not a result of a connection with the controlling shareholder, regarding the decision on Item 1 above (Section 3.1 above), as applicable:

Date ____

Signature ____

For shareholders holding shares through a TASE member (pursuant to Section 177(1) of the Companies Law, 1999) - this voting ballot is valid only when accompanied by an ownership certification.

For shareholders registered in the Company's shareholder register - the voting ballot is valid when accompanied by a copy of an ID card/passport/incorporation certificate.

A voting ballot that arrives later than the date specified above will not be considered as attendance at the meeting for the purpose of a legal quorum for voting and will not be counted in the vote.

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³ No marking will be considered an abstention from voting on that item.

⁴ A shareholder who does not fill out this column or marks "Yes" and does not specify, their vote will not be counted.

4/7/2026 | 9:07:53 AM