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.

("The Fund")

To

Securities Authority

June 1, 2026

To

The Tel Aviv Stock Exchange Ltd.

Subject: Immediate report regarding the summoning of an annual general meeting of the shareholders of the Fund

In accordance with the provisions of the Companies Law, 5759-1999 (the "Companies Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970, and the Companies Regulations (Notice and Advertisement of General Meeting and Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 ("Notice and Advertisement Regulations"), the Fund is pleased to announce the summoning of an annual general meeting of the shareholders of the Fund (the "Meeting"), which will be held on Monday, June 22, 2026, at 16:30 at the Fund's offices, at 10 Nissim Aloni Street, Tel Aviv ("the Fund's Offices").

1. Details of the subjects on the Meeting's agenda and summary of the proposed resolutions:

1.1. Discussion of the Fund's Periodic report for 2025

1.1.1. Discussion of the Fund's Periodic report, which includes, among other things, the Fund's financial statements and the Board of Directors' report on the state of the Fund's affairs for the year ended December 31, 2025 ("the 2025 Periodic report"), including a report by the Board of Directors on the fees of the auditing accountant.

1.1.2. The Fund's 2025 Periodic report (including the financial statements and the Board of Directors' report for that period), which was published on March 23, 2026 (Reference No.: 2026-01-025529), can be viewed on the Securities Authority's distribution site at magna.isa.gov.il and on the website of The Tel Aviv Stock Exchange Ltd. at maya.tase.co.il.

1.1.3. No vote will take place on this matter.

1.2. Reappointment of the Fund's auditing accountant

1.2.1. The Fund's Balance Sheet Committee, $^{1}$ after holding a discussion regarding the work of the auditing accountant, recommended to the Fund's Board of Directors the reappointment of the KPMG Somekh Chaikin accountants firm as the Fund's auditing accountant. Within the framework of the Balance Sheet Committee's discussions, various aspects of the auditing accountant's work are discussed, including the audit plan (including the audit strategy, audit limitations, commitment to audit quality, audit of material process controls, materiality examination, how material issues such as risks of misstatements in the financial reports are addressed, and examination of investment valuations), the types of services provided to the Fund, the accountant's experience and expertise in audits of corporations of the Fund's type and size, the terms of engagement with them, and their independence. Additionally, the Fund's management reviews before the Balance Sheet Committee

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

1 Which was authorized by the Fund's Audit Committee to discuss the reappointment of the auditing accountant, in accordance with the provisions of Section 117(5) of the Companies Law.

the ongoing interface with the auditing accountant, including their ability to identify risks and material issues and the response provided in the framework of the audit. As part of the discussion on the auditing accountant's work, the Balance Sheet Committee examined, among other things, the auditing accountant's commitment to audit quality and the inputs dedicated to the audit process, the size of the Fund, and its characteristics. Pursuant to the recommendation of the Balance Sheet Committee, and after a discussion held on the matter, the Fund's Board of Directors decided to recommend to the General Meeting of the Fund's shareholders to approve the reappointment of the auditing accountant.

1.2.2. The Proposed Resolution: To reappoint the KPMG Somekh Chaikin accountants firm as the Fund's auditing accountant for an additional audit period, starting from the date of approval by the Meeting until the end of the Fund's next Annual General Meeting.

2. The Record Date

The Record Date for determining the eligibility of a Fund shareholder to participate and vote in the Meeting, in accordance with Section 182(b) of the Companies Law, is Thursday, June 4, 2026, at the end of the trading day on The Tel Aviv Stock Exchange Ltd. ("the Record Date").

3. Quorum for Holding the Meeting and Adjourned Meeting

No discussion shall be opened at the Meeting unless a quorum is present, and no resolution shall be adopted unless a quorum is present at the time the resolution is voted upon. A quorum shall be formed when there are present, in person or by proxy and/or through voting in the electronic voting system, at least two (2) shareholders holding together at least forty percent (40%) of the voting rights in the Fund ("the Quorum"). If within half an hour from the time appointed for the Meeting a quorum is not found, the Meeting shall be adjourned to the same day in the following week, at the same time and place, namely, on Monday, June 29, 2026, at 16:30 at the Fund's Offices ("the Adjourned Meeting"). If at the Adjourned Meeting a quorum is not found within half an hour from the time appointed for the Meeting, then the Adjourned Meeting shall be held with any number of participants. At the Adjourned Meeting, only those subjects included in the agenda as stated in this Meeting Summoning Report shall be considered.

4. The Required Majority

The majority required to approve the proposed resolution in Section 1.2 on the agenda is an ordinary majority of all votes of the shareholders entitled to vote and participating in the vote, in person or by proxy.

5. Manner of Voting at the Meeting

5.1. A shareholder whose share is registered to their credit with a TASE member and that share is included among the shares registered in the shareholders' register in the name of the Registration Company of the Tel Aviv Stock Exchange Ltd. ("Unregistered Shareholder"), who wishes to vote at the Meeting, will be required to prove their ownership for the purpose of voting at the Meeting. An unregistered shareholder shall provide the Fund with proper confirmation from the TASE member with whom their right to the share is registered, regarding their ownership of the share on the Record Date, in accordance with the format set in the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 5760-2000 ("Proof of Share Ownership Regulations"). An unregistered shareholder is entitled to receive the ownership confirmation from the TASE member through whom they hold their shares, at the TASE member's branch or by mail to their address for shipping fees only, if requested. A request in this regard shall be given in advance for a specific securities account.

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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. .

5.2. In accordance with the provisions of Regulation 4a of the Share Ownership Regulations, a certified electronic message under Section 44k11(5) of the Securities Law, 5728-1968 ("Securities Law"), regarding the data of participants in the electronic voting system, shall be deemed as proof of ownership for any shareholder included therein.

5.3. Anyone who is a shareholder in the Fund at the end of the Record Date shall be entitled to participate in the Meeting and vote in person or by proxy. Every appointment of a proxy shall be in writing and signed by the appointor or by a proxy, and if the appointor is a corporation, the power of attorney shall be signed in the same manner as the corporation signs documents that bind it, and an attorney's certification regarding the authority of the signers to bind the corporation shall be attached to it. The proxy appointment document and the power of attorney or other certificate (if any) or a copy certified by an attorney shall be deposited at the Fund's offices no less than twenty-four (24) hours before the time of the Meeting or the Adjourned Meeting at which the proxy intends to vote based on that power of attorney, subject to proof of share ownership in accordance with the Proof of Share Ownership Regulations. In addition, a shareholder not registered on the Record Date shall also be entitled to vote at the Meeting through the electronic voting system as detailed in Section 6 of the Meeting Summoning Report.

5.4. It is clarified that it is not possible to vote by means of a voting paper regarding the resolution proposed in Section 1.2 on the agenda, as the subject is not included in the subjects specified in Sections 87 and 89(1) of the Companies Law, which establish the subjects regarding which shareholders are entitled to vote by means of a voting paper.

5.5. It is clarified that in the event of an Adjourned Meeting, the votes received by the Fund through the electronic voting system relative to the original Meeting will be counted, in accordance with Sections 87(d) and 87(e) of the Companies Law.

6. Voting via the Electronic System

6.1. An unregistered shareholder may vote at the Meeting in connection with the proposed resolution in Section 1.2 of the Meeting Summoning Report, by means of a voting paper that will be transmitted via the electronic voting system, as defined in the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Electronic Voting System").

6.2. The TASE member will input into the Electronic Voting System a list containing the details required under Section 44k11(a)(3) of the Securities Law regarding each of the unregistered shareholders holding securities through it on the Record Date ("List of Those Eligible to Vote in the System"); however, a TASE member shall not include in the List of Those Eligible to Vote in the System a shareholder who provided a notice by 12:00 PM on the Record Date that they do not wish to be included in the List of Those Eligible to Vote in the System, per Regulation 13(d) of the Voting in Writing Regulations.

6.3. As soon as possible after receiving confirmation from the Electronic Voting System regarding the proper receipt of the List of Those Eligible to Vote in the System ("List Delivery Confirmation"), a TASE member shall transmit the details required for voting in the Electronic Voting System to each of the shareholders listed in the List of Those Eligible to Vote in the System who receive notices from the TASE member via electronic means or through the communication system linked to the TASE computer.

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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.

6.4. A shareholder appearing in the List of Those Eligible to Vote in the System may indicate their manner of voting and transmit it to a TASE member via the Electronic Voting System. Voting through the Electronic Voting System will be possible from the time of the List Delivery Confirmation until six (6) hours before the time of convening the Meeting ("System Locking Time"), and will be subject to change and cancellation until the System Locking Time.

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7. Position Statements

7.1. The deadline for submitting position statements by the shareholders to the Fund is up to ten (10) days before the date of convening the Meeting. A shareholder may contact the Fund and receive from it, free of charge, the position statements that reached it.

7.2. A TASE member shall send by email, free of charge, a link to the version of the position statements on the distribution site to every unregistered shareholder holding shares through them, no later than the end of the business day following the day of their publication on the distribution site or after the Record Date, whichever is later, unless the shareholder notified the TASE member that they do not wish to receive such a link, provided that the notice was given for a specific securities account and at a time prior to the Record Date.

8. Adding an Item to the Agenda

In accordance with Section 66(b) of the Companies Law, one or more shareholders holding at least one percent (1%) of the voting rights in the General Meeting may request the Board of Directors to include a subject on the agenda of the General Meeting, provided that the subject is suitable to be discussed at the General Meeting. In accordance with the Notice and Advertisement Regulations, a request under Section 66(b) of the Companies Law shall be submitted to the Fund up to three (3) days after the summoning of the Meeting, i.e., until Wednesday, June 3, 2026. Should the Fund's Board of Directors find that a subject requested to be included in the agenda is suitable for discussion at the General Meeting, the Fund shall prepare an updated agenda and publish it on the distribution site no later than seven (7) days after the final deadline for submitting the request to include an additional item on the agenda, i.e., until Wednesday, June 10, 2026. It is clarified that the publication of an updated agenda does not change the Record Date as determined in the notice of summoning the Meeting.

9. Inspection of Documents

The Fund's shareholders may inspect, upon their request, subject to the provisions of the law, the immediate report published by the Fund regarding the convening of the Meeting and the position statements (as far as any are submitted) on the distribution sites, as well as the documents related to the resolutions on the Meeting's agenda, at the Fund's Offices, during accepted working hours, by prior arrangement with Adv. Baruch Saouta, General Counsel and Fund Secretary (Phone and Fax: 072-2758900), until the time of the Meeting's convening.

10. Fund Representative for Handling this Report

The Fund's representative regarding the handling of this immediate report is Mr. Baruch Saouta, General Counsel and Fund Secretary, from 10 Nissim Aloni Street, Tel Aviv, Phone and Fax: 072-2758900.

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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.

Sincerely,

Generation Capital Ltd.

By: Itai Peled, CFO

And Baruch Saouta, General Counsel and Fund Secretary

6/1/2026 | 5:04:10 AM | v1.2.5