Generation Capital Ltd. — Proxy Solicitation & Information Statement 2026

Jun 1, 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.

Generation Capital Ltd
GENERATION CAPITAL LTD
Registrar number: 515846558

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

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

T460 (Public)
Transmitted by MAGNA: 01/06/2026
Reference: 2026-01-051638

The corporation will schedule the report for publication on 01/06/2026 08:00

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 matters on the agenda of the meeting is the approval of a transaction with a controlling shareholder or the approval of an extraordinary offer, there is no need for a parallel T138 report.

Is it possible to vote via the electronic voting system: Yes

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

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

Explanation: Entitled parties who are permitted to vote in the system will receive access details to the system from the TASE members.

The corporation hereby reports: Convening a meeting

Note: In the event of a change in the date of the meeting (postponement or advancement), select "Postponement of a 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 convening or postponing the meeting

1. Type of security Share

Name of the security conferring entitlement: Generation Capital

The number of the security on the stock exchange that entitles the holder to participate in the meeting 1156926

The record date for entitlement to participate and vote in the meeting: 04/06/2026

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

1. On the date: 01/06/2026

It was resolved on Convening a meeting Annual meeting ______,

which shall convene on Monday on the date: 22/06/2026 at: 16:30

At the address: At the Fund's offices, 10 Nissim Aloni Street, Tel Aviv

1. Agenda:

Explanation: Numbering of the agenda items will correspond to their order of appearance in the meeting invitation report if attached as a file.

Subjects / resolutions to be raised at the meeting:

1. The subject / resolution and details:

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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.

Discussion of the Fund's Periodic report for 2025, as detailed in section 1.1 of the meeting invitation report.

Declaration: There is no suitable field for classification

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

Gender: __

Note: This field can be filled in only when the resolution is for the appointment of an external director.

There is no obligation to indicate gender.

Type and identification number

Explanation: In resolutions concerning the term of office of a director, the identification number of the director must be entered.

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

Does the transaction include a private offering __

With regard to how to fill out this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published in this regard at the following link: Link

Explanation of the section in the Companies Law or in the Securities Law or another law for approval of the resolution Section 60(b) of the Companies Law, 5759-1999

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

Only in the case of a BONDS meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, it is necessary to explain and detail the relevant legal sections by virtue of which the resolution is required.

Is the subject one that requires disclosure of an affiliation or other characteristic of the voting shareholder: No

Note: These values can only be selected where "Declaration: There is no suitable field for classification" was marked in the previous table and it is not a transaction between the company and its controlling shareholder.

In the case of a BONDS meeting

It was resolved on the existence of another matter: __

Details of the other matter

Note: The details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be phrased so that the answer will be in a "Yes" / "No" format. The question will appear in the voting system next to the resolution on the agenda and the voter will have the option to choose between "Yes" / "No" and the option to add details if the answer is "Yes".

Request for additional details from the holders:

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

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

Note: 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 of adding the details in a free-text field.

☐ Amendment of disclosure

☐ Minor change or one that only benefits the company compared with the wording of a resolution set out 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 court order

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

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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.

□ 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 may be made to the resolution except for an amendment to the terms of the transaction that benefits the company or a minor change. Also, 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 submitted For reporting only
Type of majority required for approval _ _
Will the percentage of holdings of the controlling shareholder in the corporation's shares grant the controlling shareholder the majority required for the adoption of the proposed resolution on the subject __
2
The subject / resolution and details: Reappointment of the accounting firm KPMG Somekh Chaikin, Certified Public Accountants, as the Fund's auditing accountant, for an additional audit period, from the date of approval by the meeting until the end of the next annual general meeting of the Fund. Declaration: There is no suitable field for classification Note: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here Gender: __ Note: This field can be filled in only when the resolution is for the appointment of an external director. There is no obligation to indicate gender.
Type and identification number Explanation: In resolutions concerning the term of office of a director, the identification number of the director must be entered. ——
Is this a transaction between the company and its controlling shareholder as referred to in Sections 275 and 320(f) of the Companies Law? No Does the transaction include a private offering __ With regard to how to fill out this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published in this regard at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or another law for approval of the resolution Sections 60(b) and 154(b) of the Companies Law, 5759-1999 Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of law sections, select the field "Declaration: There is no suitable field for classification" and select "Yes" for a transaction with a controlling shareholder. Only in the case of a BONDS meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, it is necessary to explain and detail the relevant legal sections by virtue of which the resolution is required.
Is the subject one that requires disclosure of an affiliation or other characteristic of the voting shareholder: No Note: These values can only be selected where "Declaration: There is no suitable field for classification" was marked in the previous table and it is not a transaction between the company and its controlling shareholder. ——
In the case of a BONDS meeting It was resolved on the existence of another matter: __
Details of the other matter ——
Note: The details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be phrased so that the answer will be in a "Yes" / "No" format. The question will appear in the voting system next to the resolution on the agenda and the voter will have the option to choose between "Yes" / "No" and the option to add details if the answer is "Yes".
Request for additional details from the holders:

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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.

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

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

Note: 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 of adding the details in a free-text field.

☐ Amendment of disclosure
☐ Minor change or one that only benefits the company compared with the wording of a resolution set out 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 court order
☐ 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 may be made to the resolution except for an amendment to the terms of the transaction that benefits the company or a minor change. Also, 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 submitted For voting

Type of majority required for approval Ordinary majority

Will the percentage of holdings of the controlling shareholder in the corporation's shares grant the controlling shareholder the majority required for the adoption of the proposed resolution on the subject No

Attachment of the meeting invitation report: Meeting Invitation Annual General 2026.isa.pdf

1. Attachments

4.1 Attach a file including the text of the voting instrument / position statements:

Text of voting instrument

Position statements

Explanation: If a voting instrument and/or position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Written Voting and Position Statements), 2005. The company must compile all position statements (as defined in Section 88 of the Companies Law) into one file, in which the publication date of the statement, the sender, and a reference to the relevant page in the consolidated file will be specified.

4.2 Attach a file including candidates' declarations / other accompanying documents:

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

Declaration of an independent director

Declaration of an external director

Declaration of appointment of a representative to a representation

Amended deed of trust

Application for approval of a creditors' arrangement under Section 350

Other

1. The legal quorum for holding the meeting:

A legal quorum shall be formed when there are present, in person or by proxy and/or by voting via the electronic voting system, at least two (2) shareholders holding together at least forty percent (40%) of the voting rights in the Fund..

1. In the absence of a legal quorum, the adjourned meeting will be held on 29/06/2026, at 16:30,

At the address: At the Fund's offices, 10 Nissim Aloni Street, 4th floor, Tel Aviv..

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

1. The place and times where one can review any proposed resolution the wording of which has not been set out in full in

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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 agenda above

At the Fund's offices, by prior arrangement with Adv. Baruch Saute, Legal Counsel and Secretary of the Fund (telephone and fax: 072-2758900), until the date of convening the meeting..

Meeting identifier: ____

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

Details of the authorized signatories on behalf of the corporation:

	Name of signatory	Position
1	Itai Peled	Chief Financial Officer
2	Baruch Saute	Other
Legal Counsel and Secretary of the Fund

Explanation: According 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. Staff position on the matter can be found on the ISA website: click here.

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

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange		Date of form structure update: 09/12/2025
Short name: Generation Capital
Address: Nissim Aloni10, Tel Aviv6291924	Telephone: 072-2758900, Fax: 072-2758900
E-mail: GenerationIR@generation.co.il Company website:generationcapital.co.il
Previous names of the reporting entity:
Name of electronic reporter: Saute BaruchPosition: Legal Counsel and Company SecretaryName of employing company: Address: Nissim Aloni10, Tel Aviv6291924Telephone: 072-2758900Fax: 072-2758900E-mail: BaruchS@generation.co.il