Hilan Ltd. — Board/Management Information 2026

Mar 25, 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. .

External Director's Declaration

According to the Companies Law, 5759-1999 (the "Law") and Section 1 of the Companies Regulations (Provisions and Conditions for the Financial Statement Approval Process), 5770-2010

I the undersigned Einat Tzafrir holder of I.D. number: 022233035, declare that I meet the qualification requirements set forth in the Law to serve as an external director in the company Hilan Ltd. (the "Company") as detailed below, and specifically I declare that:

A. I am a resident of Israel.
B. I am not a minor, legally incompetent, or a person against whom a commencement of proceedings order has been issued and has not been discharged.
C. I possess the necessary skills and the ability to devote the appropriate time for the performance of my duties as a director in the Company, taking into account, among other things, the special needs of the Company and its size. My education, skills, and professional experience in the past and present provide me with the professional skills for the performance of my duties as a director in the Company, inter alia, as detailed below:

(1) Education

Bachelor's degree BA - Economics and Business Administration from Tel Aviv University

Master's degree MA - Economics from Tel Aviv University

(2) Principal occupations during the last 5 years (including previous roles in the Company)

Financial consulting and support for companies and individuals (independent); director in the following corporations: Altshuler Shaham Portfolio Management Ltd. (external director); Mediterranean Towers Ltd. (external director); Shapir Engineering and Industry Ltd. (independent director); director in the companies specified in the following section.

(3) Corporations in which I serve as a director

Energix Renewable Energies Ltd. (external director); Ya'acov Finance and Investments Ltd. (independent director).

D. I possess professional qualification¹, as such term is defined in the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualification), 5766-2005, based on my education and professional experience detailed below.

☑ True
☐ False

If the answer is true, please specify:

Bachelor's degree BA in Economics and Business Administration (Tel Aviv Univ.); Master's degree MA in Economics (Tel Aviv Univ.), banking experience of about 20 years in senior management positions, business development, credit management, derivatives, deposits, Maof (derivatives), macroeconomist.

¹ A director with professional qualification is someone who meets one of the following conditions: (1) holds an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration; (2) holds another academic degree or has completed other higher education studies, all in the Company's primary field of business or in a field relevant to the position; (3) has at least five years of experience in one of the following, or has cumulative experience of at least five years in two or more of the following: (a) in a senior position in the business management of a corporation with a significant volume of business; (b) in a senior public office or a senior position in the public service; (c) in a senior position in the Company's primary fields of business.

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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. .

E. I possess accounting and financial expertise², as the meaning of this term in the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualifications), 5766-2005, based on my education and professional experience detailed below.

☐ True
☐ False

If the answer is True, please specify:

As detailed in Section D.

F. I am not a relative of the controlling shareholder and I, my relatives, my partners, my employer, whoever I am directly or indirectly subordinate to, or a corporation in which I am the controlling shareholder, do not have, at the date of appointment or during the two years preceding it, an affinity to the Company, to the controlling shareholder of the Company, or to a relative of the controlling shareholder, at the date of appointment or to another corporation. In this regard:

"Affinity" - the existence of employment relations, the existence of business or professional relations in general or control, as well as serving as an officer, except for the tenure of a director appointed to serve as an external director in a company about to first offer shares to the public and except for matters that do not constitute an affinity as stated in Regulations 2 - 4 of the Companies Regulations (Matters that do not Constitute Affinity), 5767-2006.

"Another corporation" - a corporation whose controlling shareholder, at the time of appointment or in the two years preceding the time of appointment, is the Company or its controlling shareholder.

"Relative" - spouse, brother or sister, parent, grandparent, descendant, and also descendant, brother, sister or parent of the spouse or the spouse of any of these;

G. Without derogating from the provisions of Section F above, I, my relatives, my partners, my employer, whoever I am directly or indirectly subordinate to, or a corporation in which I am the controlling shareholder, do not have business or professional relations with anyone to whom affinity is prohibited as stated in Section F above, even if such relations are not in general (except for negligible relations), and I have not received any consideration from the Company contrary to the provisions of Section 224(b) of the Companies Law.

H. I declare that my other roles and occupations do not create or may create a conflict of interest with my role as an external director, and they do not harm my ability to serve as an external director.

I. I am not a member of the Securities Authority, its employee, a member of the board of directors of a stock exchange in Israel or its employee.

J. To the best of my knowledge, no member of the Company's board of directors does not serve as an external director in another company where I serve as a director.

K. I have the ability to read and understand financial statements, as required under the Companies Regulations (Provisions and Conditions Regarding the Process of Approval of Financial Statements), 5770-2010, based on my education and professional experience detailed above.

² A director with accounting and financial expertise is someone who, due to their education, experience, and skills, has high skill and understanding in business-accounting matters and financial statements in a way that allows them to understand the Company's financial statements in depth and to stimulate a discussion regarding the presentation of financial data.

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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. I have not been convicted by a court judgment of the offenses detailed below, and if I have been convicted in the past of the offenses detailed below, more than five years have passed since the date of the judgment in which I was convicted:

(1) Offenses under sections 290 to 297, 392, 415, 418, 420 and 422 to 428, of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law, 5728-1968.

(2) Conviction in a court outside of Israel for offenses of bribery, fraud, corporate management offenses or offenses involving use of inside information.

(3) Any other offense determined by the Minister of Justice by virtue of Section 226(c) of the Law.

1. I have not been convicted by a court judgment of another offense (not listed in section (12) above) that the court has determined that, due to its nature, severity or circumstances, I am not fit to serve as a director in a public company, and if I have been convicted in the past of such an offense, the period determined by the court in said judgment has passed.

2. No enforcement measure (as stated in Section 52NW of the Securities Law) has been imposed on me by an administrative enforcement committee under Chapter H'4 of the Securities Law, under Chapter G'2 of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995, or under Chapter J'1 of the Joint Investment Trust Law, 5754-1994, as applicable, which prohibits me from serving as a director in a company, and if such a measure was imposed on me, the period determined by the administrative enforcement committee in its decision as aforementioned has passed.

I hereby undertake that if any of the conditions required by Law for my tenure as an external director in the Company cease to be met, or if there is cause for the termination of my tenure as an external director in the Company - I will immediately notify the Company and my tenure will expire on the date of notification. I am aware that, pursuant to Section 234 of the Law, a breach of the said notification obligation will be considered a breach of my fiduciary duty to the Company.

After having read carefully and understood all the above, I hereby declare that all of the above is the absolute truth and that the details are accurate and complete and were written by me, and that I am aware that my full duties and rights under the Law and the Regulations are known to me.

Furthermore, I am not aware of any additional material detail that could affect my tenure as an external director, and if such a detail were known to me, I would have noted it in the declaration.

I am aware that the Company and its relevant organs will rely on what is stated in this declaration of mine, and that this declaration will be kept at the registered office of the Company and will be open for inspection by any person, and will also be published by the Company (in accordance with the provisions of any law). By signing this declaration, I authorize the authorized parties on behalf of the Company to report this declaration (with its appendices) to the Securities Authority.

10.3.26	Einat Tzafrir	(-)
Date	Full Name	Signature

3/25/2026 | 6:32:15 PM