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Fox-Wizel Ltd. — Proxy Solicitation & Information Statement 2026
May 31, 2026
6795_rns_2026-05-31_aab298b8-a2bb-4da9-ae59-e2df8bf92124.pdf
Proxy Solicitation & Information Statement
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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.
Fox - Wizel Ltd
FOX-WIZEL LTD
Number in the Registrar: 512157603
To: Israel Securities Authority
www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd
www.tase.co.il
T460 (Public)
Filed via MAGNA: 31/05/2026
Reference: 2026-01-051264
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 the approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need for a concurrent T138 report.
Is there an option to vote by means of the electronic voting system: Yes
Note: The option 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 obligate the corporation to process all the votes received in this system.
Link to the voting system website where voting can be carried out: Voting system
Explanation: Eligible persons entitled to vote in the system will receive the 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 bringing forward) choose "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".
The reference number of the last notice of the meeting is _, which was convened for the date _.
Reason for postponement or cancellation: ____
Explanation: Reference should be made to the reference number of the last notice of the convening or postponement of the meeting
- Type of security Share
Name of the security conferring entitlement: Fox NIS 0.01 par value share
The number of the security on the stock exchange which entitles the holder to participate in the meeting 1087022
The record date for entitlement to participate and vote at the meeting: 08/06/2026
Explanation: If a meeting is required for more than one security number, a separate T460 must be reported for each additional security. Reports in which additional security numbers are specified will necessitate submission of a corrected report.
- On the date: 26/05/2026
It was resolved on Convening a meeting Annual and Special General Meeting __,
which will convene on Monday the date: 06/07/2026 at: 10:00
At the address: 6 Hermon St., Airport City
- Agenda:
Explanation: Numbering of the items on the agenda will be in accordance with their order of appearance in the notice of meeting report if attached as a file.
Items/resolutions to be raised at the meeting:
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 subject / resolution and its details:
The Company's Board of Directors' report and the Company's financial statements for 2025, which were published as part of the Company's Periodic report for the year ended on December 31, 2025, published on March 23, 2026 (reference no.: 2025-01-025554), will be presented for discussion.
Declaration: There is no suitable field for classification
Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here
Gender: __
Attention: This field may be filled in only when the resolution is for the appointment of an external director.
There is no obligation to state gender.
Type and identification number
Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered.
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 offering __
Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or another law for approval of the resolution Section 60(b) of the Companies Law
Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder.
Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required.
Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: No
Attention: These values may be selected only if "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.
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
☐ Correction of disclosure
☐ Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by order of the court
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 subject / addition of a new subject 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 a Subject to the Agenda), 2000 Addition of a new subject to the agenda after the record date due to a technical error, as follows: _ Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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 for reporting only |
| Type of majority required for approval _ _ Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject __ |
| 2 The subject / resolution and its details: It is proposed to reappoint the firm Ernst & Young Israel – Kost Forer Gabbay & Kasierer, accountants, as the Company's independent auditor until the date of the next annual general meeting. In addition, a report of the Company's Board of Directors will be provided regarding the auditor's fee for audit work and for additional services, if any. Declaration: There is no suitable field for classification Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here Gender: __ Attention: This field may be filled in only when the resolution is for the appointment of an external director. There is no obligation to state gender. |
| Type and identification number Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered. __ 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 offering _ Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or another law for approval of the resolution Section 60(b) of the Companies Law Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder. Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required. Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: No Attention: These values may be selected only if "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 bondholders' meeting It was decided that there is another matter of interest: __ |
| Details of the other matter of interest _____ Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option to choose between "Yes"/"No" and to add details if the answer is "Yes". |
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.
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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
☐ Correction of disclosure
☐ Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by order of the court
☐ Change of subject / addition of a new subject 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 a Subject to the Agenda), 2000
☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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 Ordinary majority
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No
3
The subject / resolution and its details:
Approval of the reappointment of Ms. Yudith (Yudfat) Harel Buchris as a director of the Company
Appointment or dismissal of a director as stated in Sections 59 and 230 of the Companies Law
Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here
Gender: __
Attention: This field may be filled in only when the resolution is for the appointment of an external director.
There is no obligation to state gender.
Type and identification number
Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered.
ID number 029340288
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 offering
Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or 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 law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder.
Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required.
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.
Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: ____
Attention: These values may be selected only if "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.
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
☐ Correction of disclosure
☐ Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by order of the court
☐ Change of subject / addition of a new subject 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 a Subject to the Agenda), 2000
☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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 Ordinary majority
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No
4
The subject / resolution and its details:
Approval of the reappointment of Mr. Harel Wizel as a director of the Company
Appointment or dismissal of a director as stated in Sections 59 and 230 of the Companies Law
Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here
Gender: __
Attention: This field may be filled in only when the resolution is for the appointment of an external director.
There is no obligation to state gender.
Type and identification number
Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered.
ID number.022314702
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.
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 offering __
Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or 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 law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder.
Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required.
Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: __
Attention: These values may be selected only if "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 bondholders' meeting
It was decided that there is another matter of interest: __
Details of the other matter of interest
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
☐ Correction of disclosure
☐ Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by order of the court
☐ Change of subject / addition of a new subject 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 a Subject to the Agenda), 2000
☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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 Ordinary majority
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No
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.
5
The subject / resolution and its details:
Approval of the reappointment of Ms. Na'ama Kaufman-Pass as a director
Appointment or dismissal of a director as stated in Sections 59 and 230 of the Companies Law
Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here
Gender: __
Attention: This field may be filled in only when the resolution is for the appointment of an external director.
There is no obligation to state gender.
Type and identification number
Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered.
ID number034552208
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 offering
Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or 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 law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder.
Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required.
Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: __
Attention: These values may be selected only if "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 bondholders' meeting
It was decided that there is another matter of interest: __
Details of the other matter of interest
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
☐ Correction of disclosure
☐ Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by order of the court
☐ Change of subject / addition of a new subject 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 a Subject to
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 Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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 Ordinary majority
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No
6
The subject / resolution and its details:
Approval of the reappointment of Mr. Yishai Fox as a director of the Company
Appointment or dismissal of a director as stated in Sections 59 and 230 of the Companies Law
Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here
Gender: __
Attention: This field may be filled in only when the resolution is for the appointment of an external director.
There is no obligation to state gender.
Type and identification number
Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered. ID number040785750
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 offering
Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or 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 law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder.
Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required.
Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: __
Attention: These values may be selected only if "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 bondholders' meeting
It was decided that there is another matter of interest: __
Details of the other matter of interest
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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
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.
| Details of the additional details required from the holders or manner of convening the meetings (in the case of a meeting under Section 350): _____ |
|---|
| Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field. ☐ Correction of disclosure ☐ Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report ☐ Removed from the agenda ☐ The subject was discussed at a previous meeting ☐ Change of subject / addition of a new subject to the agenda by order of the court ☐ Change of subject / addition of a new subject 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 a Subject to the Agenda), 2000 ☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows: _____ |
| Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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 Ordinary majority ____ Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No |
| 7 The subject / resolution and its details: Approval of the extension of the tenure of Mr. Yuval Bronstein, who serves as an external director of the Company, for a third term of three years, commencing on July 7, 2026 Appointment / extension of tenure of an external director as stated in Sections 239(b) or 245 of the Companies Law Attention: The 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: This field may be filled in only when the resolution is for the appointment of an external director. There is no obligation to state gender. Type and identification number Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered. ID number024297996 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 offering _ Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or 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 law sections, choose the field “Declaration: There is no suitable field for classification” and choose “Yes” for transaction with a controlling shareholder. Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required. Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: ____ |
| --- |
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: These values may be selected only if "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 bondholders' meeting
It was decided that there is another matter of interest:
Details of the other matter of interest
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
Correction of disclosure
Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of a new subject to the agenda by order of the court
Change of subject / addition of a new subject 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 a Subject to the Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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
The majority required under Section 239(b) of the Companies Law as follows: A majority of the votes of the shareholders present and participating in the vote, in person or by proxy, provided that one of the following is fulfilled: (a) In the count of the majority votes at the general meeting, the majority will include a majority of all the votes of the shareholders who are not controlling shareholders of the Company or who do not have a personal interest in approving the appointment, excluding a personal interest that is not as a result of the controlling shareholder's ties, and who participate in the vote; in counting all the votes of such shareholders, abstentions will not be taken into account; a person who has a personal interest shall be subject to the provisions of Section 276 of the Companies Law, mutatis mutandis; (b) The total opposing votes from among the shareholders referred to in subsection (a) above does not exceed two percent of all the voting rights in the Company
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No
8
The subject / resolution and its details:
Update of the provisions of the 2026-2028 compensation policy It is proposed to approve an update of the provisions of the 2026-2028 compensation policy that was approved by the Company's general meeting of shareholders on December 31, 2025 - see Section 1.4 of the notice of meeting report (amended) dated December 22, 2025 (reference: 2025-01-102067) - in the definition of the executives for the purpose of the base salary cap (Section 6.2.5 of the compensation policy), and also to add a clarification regarding the cap of the annual bonuses with respect to the Senior Deputy CEO and Deputy CEO (Profit Manager) (Section 6.3 of the compensation policy). The proposed update to the compensation policy with tracked
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.
changes and the clean version after implementation of the proposed update are attached hereto as Appendix B to the notice of meeting report. For additional details regarding the update of the provisions of the compensation policy, see Section 1 of the report.
Approval of compensation policy pursuant to Section 267A(a) of the Companies Law
Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here
Gender: __
Attention: This field may be filled in only when the resolution is for the appointment of an external director.
There is no obligation to state gender.
Type and identification number
Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered.
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 offering __
Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or 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 law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder.
Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required.
Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: __
Attention: These values may be selected only if "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 bondholders' meeting
It was decided that there is another matter of interest: __
Details of the other matter of interest
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
☐ Correction of disclosure
☐ Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by order of the court
☐ Change of subject / addition of a new subject 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 a Subject to the Agenda), 2000
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.
| Addition of a new subject to the agenda after the record date due to a technical error, as follows: Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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 | The majority required under Section 267A(b) of the Companies Law as follows: A majority of the votes of the shareholders present and participating in the vote, in person or by proxy, provided that one of the following is fulfilled: (a) In the count of the majority votes at the general meeting, the majority will include a majority of all the votes of the shareholders who are not controlling shareholders of the Company or who do not have a personal interest in approving the proposed resolution, and who participate in the vote; in counting all the votes of such shareholders, abstentions will not be taken into account; a person who has a personal interest shall be subject to the provisions of Section 276 of the Companies Law, mutatis mutandis; (b) The total opposing votes from among the shareholders referred to in subsection (a) above does not exceed two percent of all the voting rights in the Company. (c) It shall be noted that, notwithstanding the provisions of subsections (a) and (b), the Company's Board of Directors may determine the compensation policy even if the general meeting has opposed its approval, provided that the Compensation Committee and thereafter the Board of Directors have decided, on the basis of detailed reasons and after reconsidering the compensation policy, that approval of the compensation policy despite the opposition of the general meeting is in the best interests of the Company. Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No |
| 9 The subject / resolution and its details: Subject to approval of the update to the 2026 compensation policy, updating the terms of office and employment of Mr. Assaf Wizel, including a private allocation of restricted share units, as detailed in Section 2 of the report Declaration: There is no suitable field for classification Attention: The value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here Gender: _ Attention: This field may be filled in only when the resolution is for the appointment of an external director. There is no obligation to state gender. Type and identification number Explanation: In resolutions relating to the tenure of a director, the director's identification number must be entered. Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes Does the transaction include a private offering Yes Regarding how to fill in this section and the exemption granted to companies from concurrent reporting 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 the Securities Law or 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 law sections, choose the field "Declaration: There is no suitable field for classification" and choose "Yes" for transaction with a controlling shareholder. Only in the case of a bondholders' meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, explain and detail the relevant law sections by virtue of which the resolution is required. Does the subject require disclosure of a relationship or other characteristic of the voting shareholder: Attention: These values may be selected only if "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 bondholders' meeting |
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.
It was decided that there is another matter of interest:
Details of the other matter of interest
Attention: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. You must formulate a question whose answer will be in "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option 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 manner of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add details in a free-text field.
Correction of disclosure
Immaterial change or one that only benefits the Company compared with the wording of the resolution detailed in the last report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of a new subject to the agenda by order of the court
Change of subject / addition of a new subject 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 a Subject to the Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date no amendment to the resolution may be made, except for an amendment to the terms of the transaction that benefits the Company or an immaterial change. Similarly, after the record date no new subjects may be added 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
A majority of the votes of the shareholders present and participating in the vote, in person or by proxy, provided that one of the following is fulfilled: (a) In the count of the majority votes at the general meeting, the majority will include a majority of all the votes of the shareholders who are not controlling shareholders of the Company or who do not have a personal interest in approving the transaction, and who participate in the vote; in counting all the votes of such shareholders, abstentions will not be taken into account; (b) The total opposing votes from among the shareholders referred to in subsection (a) above does not exceed two percent of all the voting rights in the Company.
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the subject No
3.1. Additional information on resolutions regarding a private offering pursuant to the Securities Regulations (Private Offering of Securities in a Listed Company):
3.1.1. Date of approval of the transaction by the Board of Directors 26/05/2026
3.1.2. Type of offering Not material
3.1.3. Securities being allocated:
| No | Type of security: | Security number on the stock exchange: | Number of shares / securities convertible or exercisable into shares including rights to such*: | Number of shares resulting from the exercise of the convertible securities* | Number of the Company's share on the stock exchange | Base price of the share on the trading day preceding the date of filing the report** | The percentage of voting rights conferred by the allocated securities: | The percentage of equity conferred by the allocated securities: |
|---|---|---|---|---|---|---|---|---|
| 1 | Other Restricted | 00000 | 1,500 | 1,500 | 1087022 | 314.2 New Israeli Shekel | 0.01 | 0.01 |
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.
| No | Type of security: | Security number on the stock exchange: | Number of shares / securities convertible or exercisable into shares including rights to such*: | Number of shares resulting from the exercise of the convertible securities* | Number of the Company's share on the stock exchange | Base price of the share on the trading day preceding the date of filing the report** | The percentage of voting rights conferred by the allocated securities: | The percentage of equity conferred by the allocated securities: |
|---|---|---|---|---|---|---|---|---|
| Share Units (RSU) | Not yet determined |
Explanation: The percentage will be calculated on the basis of the rights in the Company prior to the offering; if convertible securities are allocated, the percentage they constitute must be stated as if they had been converted or exercised.
*The quantity will be calculated before a reverse split.
** In accordance with the report filed initially.
3.1.4. The Company applied to the stock exchange on 31/05/2026 to obtain approval for listing for trading of the offered shares or the shares resulting from the offered securities pursuant to this report.
3.1.5. Number of offerees in the last 12 months, excluding sophisticated offerees 4
3.1.6. Have the issued securities been deposited with a trustee Yes
Trustee details: Altshare Trustees Ltd. (will be deposited with the trustee after the allocation)
3.1.7. To this report no financial statements have been attached pursuant to Regulation 9(2) of the Securities Regulations (Private Offering of Securities in a Listed Company); name of accountant
The review report/opinion of the accountant on the attached financial statements is identical to the originally signed copy delivered to the Company.
If financial statements have not been attached, specify the reason Other Not required
3.2. Additional information on resolutions regarding transactions with a controlling shareholder pursuant to the Securities Regulations (Transaction Between a Company and Its Controlling Shareholder):
3.2.1. Date of approval of the transaction by the Board of Directors 26/05/2026
3.2.2. Reference number of the preliminary report _, date of its submission _
Main changes made in this report compared with the last version of the preliminary report:
Explanation: To be filled in if a preliminary report was submitted.
3.2.3. Type of transaction
| No. | Type of transaction | |
|---|---|---|
| 1 | Terms of office and employment of a relative of the controlling shareholder | _____ |
| 2 | Private offering | _____ |
3.2.4. Effective date of the transaction
3.2.5. ☐ Transaction that is not the provision of services/terms of office and employment
Duration of the transaction in months __
☐ Transaction for the provision of services/terms of office and employment
Duration of the transaction in months 36
3.2.6. To this report no financial statements have been attached pursuant to Regulation 6(f) of the Securities Regulations (Transaction Between a Company and Its Controlling Shareholder); name of accountant
The review report/opinion of the accountant on the attached financial statements is identical to the originally signed copy delivered to the Company.
If financial statements have not been attached, specify the reason Other Not required
3.3. To this report nonprofessional opinions have been attached:
| No. | Name of the person providing the opinion | Date of validity of the opinion |
|---|---|---|
| 1 | _____ | _____ |
Attachment of the notice of meeting report: fox wizel consolidated accessible is a.pdf
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. Attachments
4.1 Attachment of a file including the form of proxy / position statements: proxy_form_may_26_separate_accessible_isa.pdf
YesForm of proxy
NoPosition statements
Explanation: If a proxy form and/or position statement is attached, ensure that they are drafted in accordance with the Companies Regulations (Written Voting and Position Statements), 2005. The Company shall compile all the position statements (as defined in Section 88 of the Companies Law) into a single file, stating the date of publication of the statement, the person from whom it was received, and a reference to the relevant page in the combined file.
4.2 Attachment of a file including candidates' declarations / other accompanying documents: signed_declarations_isa.pdf
YesDeclaration of the candidate to serve as a director of the corporation
YesDeclaration of an independent director
YesDeclaration of an external director
Declaration of appointment of a representative to the noteholders' representative body
Amended trust deed
Application for approval of an arrangement with creditors pursuant to Section 350
Other
- Quorum required for holding the meeting:
A lawful quorum will be constituted when at least two (2) shareholders are present at the meeting, in person or by proxy, who together hold at least one third $(1/3)$ of the voting rights in the Company (hereinafter: "Lawful Quorum"). If, after half an hour from the time scheduled for the meeting, a lawful quorum is not present, the meeting shall be adjourned by one week to Monday, July 13, 2026.
- In the absence of a lawful quorum, the adjourned meeting shall take place on 13/07/2026, at 10:00,
At the address: 6 Hermon St., Airport City, at the Company's offices.
In the absence of a lawful quorum, the meeting will not take place.
- Place and times at which all proposed resolutions whose full wording is not set out above in the detailed agenda may be reviewed
The Company's shareholders may, upon their request and subject to the provisions of the law, review this report and the documents related to this immediate report at the Company's offices, Sunday through Thursday, during regular working hours, by prior arrangement with the Company's representative..
Meeting ID:
Note: The meeting ID is the reference number of the initial report. In the initial report on the meeting, this field remains empty.
Details of the authorized signatories on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Yudith (Yudfat) Harel Buchris | Chairperson of the Board |
| 2 | Shahar Rania | Other Deputy CEO and Chief Financial Officer |
Explanation: Pursuant to Regulation 5 of the Periodic and Immediate Reports Regulations, 1970, a report submitted under these Regulations shall be signed by those authorized to sign on behalf of the corporation. The Staff's position on this matter can be found on the ISA website: click here.
Notwithstanding the provisions of Section 3.1.4 above, the Company will apply to the stock exchange shortly after publication of this report; indication of the date is for technical reasons only. With respect to Section 3.1.5, it should be noted that the number of offerees required is the number of offerees for whom approval of the general meeting for the allocation was obtained. In addition, during the past 12 months, the Company allocated to additional executives and employees of the Company and its subsidiary, under an employee plan.
Reference numbers of previous documents on the subject (the reference does not constitute inclusion by way of reference):
The Company's securities are listed for trading on the Tel Aviv Stock Exchange
Date of last form structure update:
09/12/2025
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.
Short name: Fox
Address: Hermon6, Airport City, Ben-Gurion Airport70100 Telephone: 03-9050100,
Fax: 03-9050200
Email: [email protected] Company website: www.fox.co.il
Previous names of the reporting entity: Wizel Textile Marketing Ltd
Name of electronic reporter: Rania ShaharPosition: Acting CEO and Chief Financial OfficerName of employing company:
Address: Yael Rom19, Petah Tikva4906204Telephone: 03-9050267Fax: 03-9050200Email: [email protected]