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. .

April 7, 2026

PNBI Holdings Ltd.

("the Company")

To:
Israel Securities Authority
www.isa.gov.il

To:
The Tel Aviv Stock Exchange Ltd.
www.tase.co.il

Dear Sir/Madam,

Immediate report regarding the convening of a special general meeting of the shareholders of the Company

Part A - Summoning of the General Meeting

An immediate report is hereby provided in accordance with the Companies Law, 5759-1999 (hereinafter: "the Companies Law"), the Securities Law, 5728-1968 (hereinafter: "the Securities Law"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 (hereinafter: "the Notice and Announcement Regulations"), the Companies Regulations (Voting in Writing and Position Statements), 5765-2005 (hereinafter: "the Voting Regulations") and the Securities Regulations (Periodic reports and immediate reports), 5730-1970 (hereinafter: "the Reporting Regulations"), regarding the summoning of a special general meeting of the shareholders of the Company that will be held on Thursday, May 14, 2026, at 15:00, at the law offices 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" or "the General Meeting" and "this report", respectively), for the purpose of passing resolutions on the item on the agenda of the Meeting.

1. Concise description of the item and the resolution on the agenda

1.1. Item No. 1 - Appointment of Mr. Amir Erez as an external director in the Company for an additional 3-year term of office starting from May 21, 2026.

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 board of directors of the Company. 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 given in accordance with Section 241 of the Companies Law, is attached as Appendix A to this report.

For details regarding the director candidate for re-election in accordance with Regulation 7(a) (5)(b) of the Voting Regulations and Regulation 26 of the Reporting Regulations, see Section 4 of the voting paper attached as Appendix B to this report.

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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.

Subject to his appointment, Mr. Amir Erez will continue to be entitled to all the terms customary in the company regarding directors serving in the company, as they may be from time to time, in accordance with the resolutions of the authorized organs of the company (hereinafter: the "Remuneration for Directors"). Furthermore, in accordance with the Companies Regulations (Rules regarding Remuneration and Expenses for an External Director), 5760-2000, until the appointment of the external director at the general meeting, the company shall be entitled to change the remuneration set for the serving external director or the manner of its determination, provided that the change benefits the serving external director. For details regarding resolutions on directors' remuneration and regarding exemption, indemnification, and insurance for directors and officers in the company, see the company's immediate report dated November 30, 2023 (Reference No.: 2023-01-109429), the company's immediate report dated June 27, 2024 (Reference No.: 2024-01-065844), the company's immediate report dated December 14, 2025 (Reference No.: 2025-01-099422), Regulation 21, Regulation 22 (Section C) and Regulation 29a of Part D of the company's annual report for the year 2025, published by the company on March 19, 2026 (Reference No.: 2026-01-024862) (hereinafter: the "Company's Annual Report for the Year 2025"), the contents of which are included herein by way of reference.

Wording of the Proposed Resolution: To approve the reappointment of Mr. Amir Erez as an external director in the company for an additional three-year term of office starting from May 21, 2026.

2. The Required Majority

2.1. The required majority for approving the resolution in Section 1 above (Item 1 on the agenda) is an ordinary majority of all votes of the shareholders present at the meeting, who are entitled to vote and who voted in person or through a proxy or through a voting ballot specifying their voting method, without taking into account the votes of abstainers, 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 controlling shareholders in the company or who have a personal interest in the appointment of the candidate, except for a personal interest not arising from their ties with the controlling shareholder, participating in the vote. In the count of all the votes of the said shareholders, the votes of abstainers shall not be taken into account;

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

3. The Record Date, Those Entitled to Vote at the Meeting and the Voting Method

3.1. The record date for the purpose of a shareholder's eligibility to participate and vote in the general meeting and in 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.

3.2. In accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 5760-2000, (hereinafter: the "Proof of Ownership Regulations"), an unregistered shareholder, to whose credit a share is registered with a TASE member and that share is included among the shares registered in the register in the name of the Nominee Company

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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.

(hereinafter: "Unregistered shareholder"), who wishes to vote at the General Meeting in person, via a proxy or via a written vote, shall provide the Company (as stated in section 3.3 below) with a confirmation from the TASE Member with whom his right to the share is registered, regarding his ownership of the share on the record date, as required under the Proof of Ownership Regulations (hereinafter: "Confirmation of Ownership"). An unregistered shareholder is entitled to receive the confirmation of ownership from the TASE Member through which he holds his shares, at the branch of the TASE Member or by mail to his address for delivery fees only, if he so requested, provided that a request for this matter is given in advance for a specific securities account. An unregistered shareholder may instruct that his confirmation of ownership be transferred to the Company via the electronic voting system. In accordance with the Proof of Ownership Regulations, an approved electronic message according to section 44K11(5) of the Securities Law, regarding the data of users in the electronic voting system - shall be treated as a confirmation of ownership regarding every shareholder included in it.

3.3. Shareholders on the record date are entitled to vote on the resolutions on the agenda, in person or by a proxy who was duly authorized for this or via a voting paper, subject to the provisions of the Company's articles of association, the provisions of the Companies Law and as detailed in this notice below. An unregistered shareholder may also vote via the electronic voting system as detailed in section 4.7 below. In case of voting via a proxy, a proxy appointment letter or a power of attorney for voting must be transferred to the Company, along with an ID card of the proxy or the attorney-in-fact and a lawful confirmation of ownership, at least 48 hours before the time of the meeting, or the adjourned meeting as the case may be, by sending them via email to: daniel.amital@goldfarb.com or via fax number: 03-6914164, and these will be considered received provided that their receipt by the Company was verified by phone: 03-6074510. The voting papers and other confirmations detailed in section 4 below should also be sent to the email address or fax specified in this section above, subject to verifying their receipt with the Company at the phone number specified in this section above.

3.4. In accordance with section 276 of the Companies Law - a shareholder participating in the vote regarding the resolution detailed in section 1.1 above (item no. 1 on the agenda) shall notify the Company before the vote at the meeting, and if the voting is via a voting paper - shall mark in Part B of the voting paper in the designated place, whether he is considered a controlling shareholder or a personal interest holder in the approval of said resolution, except for a personal interest that is not as a result of his ties with the controlling shareholder, or not, and the description of the relevant affinity. If a shareholder did not notify as stated or if such marking was not performed, his vote shall not be included in the count of votes regarding said resolution.

3.5. Furthermore, in accordance with the Reporting Regulations, the Voting Regulations and the Securities Authority's directive dated November 30, 2011 regarding disclosure of the voting manner of interested parties, senior officers and institutional entities at meetings (hereinafter: the "Directive"), an interested party, senior officer and institutional investor as defined in the regulations and in the Directive, who vote at the meeting on the resolution detailed in section 1.1 above (item no. 1 on the agenda), shall provide the Company within their vote the details required in accordance with the regulations and section 2(b) of the Directive and if they voted via a proxy the voter or the proxy shall provide

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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 power as well as the details regarding the proxy. In addition, details will be provided regarding any connection (other than a negligible connection) between the voter or the proxy (who does not have a personal interest) and the Company or any of the controlling shareholders or any of the senior officers in the Company, including employer-employee relations, business relations, etc., and a detail of their nature.

3.6. The Company is a banking holding corporation. 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 in a banking holding corporation, including regarding their voting for the termination of his office, unless according to a permit given by the Governor after consultation with the Licensing Committee; this provision shall not apply to a group of holders as defined in Section 11d(a)(3)(b) of the Ordinance, regarding voting for the appointment of a director who was proposed as a candidate by them according to the same section, as well as to a holder of means of control who agreed with another, that the other will vote in his name and on his behalf without discretion, as the holder of means of control instructed him, provided that if the other himself holds means of control in the banking corporation or in the 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 the decision in Section 1.1 above (Topic 1 on the agenda), a proxy who is also a shareholder in the Company can vote in the name and on behalf of only one additional shareholder.

4. Voting by means of a voting paper, an electronic voting paper and a position statement

4.1. In accordance with the Voting Regulations, the Company's shareholders are entitled to vote in relation to the decisions on the agenda detailed above by means of a voting paper. The version of the voting paper and position statement (to the extent there are any) for the said meeting can be found 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 Site"). A shareholder is entitled to contact the Company directly and receive from it the version of the voting paper and the position statement (to the extent there are any). A TASE member shall send by email, free of charge, a link to the version of the voting paper and the position statement (to the extent there are any) on the Distribution Site, to any unregistered shareholder, unless the shareholder notified the TASE member that he is not interested in receiving such a link or that he is interested in receiving voting papers by mail for a fee; his notice regarding voting papers shall also apply regarding receiving position statements (to the extent there are any). The voting shall be done on the second part of the voting paper, as published on the Distribution Site.

4.2. The voting paper of an unregistered shareholder shall be delivered to the Company accompanied by an ownership certificate, such that the voting paper reaches the Company's registered office no later than four (4) hours before the time of the general meeting.

4.3. A shareholder registered in the register of shareholders shall deliver the voting paper to the Company, accompanied by a copy of an ID card or a copy of his passport or a copy of a certificate of incorporation, such that the voting paper reaches the Company's registered office 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.

4.4. A shareholder may contact the company's registered office and, after proving their identity, withdraw their voting paper and proof of ownership, up to 24 hours before the time of the general meeting.

4.5. The deadline for providing position statements to the company is up to ten (10) days before the meeting date.

4.6. The deadline 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 said position statements, is up to five (5) days before the meeting date.

Voting via Electronic Voting Paper

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

4.8. The electronic voting paper is opened for voting at the end of the Record Date. Voting via the electronic voting system will be possible starting from the end of the Record Date and will end six (6) hours before the meeting time, then the electronic voting system will be locked.

4.9. Electronic voting may be changed or canceled until the electronic voting system's closing time and cannot be changed via the electronic voting system after this time. If a shareholder has voted in more than one way, their later vote will be counted. In this regard, a vote by a shareholder themselves or by proxy will be considered later than a vote via an electronic voting paper.

5. Quorum and Adjourned Meeting

5.1. A quorum at the shareholders' meeting will be formed when shareholders (one or more) holding or representing more than 25% of the company's voting power are present in person or by proxy.

5.2. If within half an hour from the time set for the meeting a quorum is not found, the meeting shall be adjourned automatically, to Monday, May 18, 2026, at 15:00, at the same place, or to another day, time, and place as the board of directors shall determine in a notice to shareholders, or as specified in the invitation to the adjourned meeting as a substitute for the notice of the adjourned convening. At the adjourned meeting, the matters for which the meeting was called will be discussed and the shareholders present in person or by proxy will be considered a quorum for all purposes.

6. Changes to the Agenda and the Deadline for Submitting a Request to Include a Subject on the Agenda by a Shareholder

6.1. After the publication of this convening report, there may be changes to the agenda of the general meeting, including the addition of a subject to the agenda, and position statements may be published. It will be possible to review the agenda

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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 updated [information] and in position statements published in the company's reports that will be published on the distribution site and on the TASE website.

6.2. A shareholder's request according to Section 66(b) of the Companies Law to include a topic on the meeting's agenda shall be submitted to the company at the time set for this matter in the Notice and Advertisement Regulations, up to seven days after the summoning of the meeting. If such a request was submitted, it is possible that the topic will be added to the agenda and its details will appear on the distribution site. In such a case, the company will publish an amended summoning no later than seven days after the deadline for submitting a shareholder's request to include a topic on the agenda, as stated above.

7. Inspection of documents and details regarding the company's representatives

7.1. The full version of the proposed resolution included in this report above, the director's statement, and the other appendices to this report, may be inspected at the office of Goldfarb Gross Seligman & Co. Law Firm, at 132 Menachem Begin St., Tel Aviv, at the Azrieli Center, the Round Building, on the 37th floor, by prior arrangement by phone: 03-6074510 on Sundays-Thursdays during customary working hours, until the date of the meeting's convening. A copy of this report is also published on the distribution site and on the TASE website.

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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. .

F.I.B.I. Holdings Ltd.

Name of Signatory:
Jacob Sit, CEO

Appendices
The following appendices are attached to this report:
Appendix A - Statement of the candidate for the position of director in the company
Appendix B - Voting ballot

4/7/2026 | 9:00:48 AM