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Inrom Construction Industries Ltd.

AGM Information Dec 10, 2025

6855_rns_2025-12-10_899ebe7d-d0cb-4dec-8485-29d434c339c4.pdf

AGM Information

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INROM CONSTRUCTION INDUSTRIES LTD

Registration No.: 515001659

To:

Form T049 (Public) MAGNA Transmission Date: 10/12/2025 Reference No.: 2025-01-098557

Immediate Report on Meeting Results

Regulation 36d of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 13 of the Securities Regulations (Deal Between a Company and a Controlling Shareholder Therein), 2001 Regulation 22 of the Securities Regulations (Private Offering of Securities by a Public Company), 2000

Explanation: This form is used to report all types of meetings. Clarification: This form must be filled for each type of security for which a meeting invitation was published (Form T-460)

1. Meeting Reference Number: 2025-01-083568

Security Number at the exchange:

  • 1132356
  • Security's Exchange Name: INROM CONSTRUCTION IND. ORDINARY SHARES

2. At the meeting

A General Annual and Special Meeting was convened on 10/12/2025, for which the invitation notice was published in a form with reference 2025-01-083568.

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.

Agenda items and decisions presented for approval:

Explanation: The items must be listed according to their appearance in the latest T460 meeting invitation form published regarding the said meeting.

S/N Agenda
Item No.
(as per
T460)
Details Decision Summary Meeting
Decision
1 1 Topic summary: Discussion of the company's
financial statements and board of directors' report
for 2024.
Majority required:
Classification of decision per Companies Law (other
than sections 275 and 320(f)): Statement: No
relevant field for classification.
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
A discussion was held on the
company's financial statements and
board of directors' report for 2024.
For
reporting
only
2 Topic summary: Approval of reappointment of the
accounting firm Somekh Chaikin (KPMG) as the
company's auditor until the end of the next annual
general meeting and authorizing the board of
directors to set its compensation.
Majority required: Regular majority.
2
Classification: Statement: No relevant field for
classification.
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
Approve the reappointment of
Somekh Chaikin (KPMG) as auditor
and authorize the board to set
remuneration.
Approve
3 3 Topic summary: Approval of the reappointment of
the company's incumbent director, Mr. Binyamin
Baron, (Chairman of the Board) for another term, as
detailed in section 3 of the meeting invitation report.
Majority required: Regular majority.
Classification: Appointment or dismissal of a director
according to sections 59 and 230 of the Companies
Law.
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
Approve the reappointment of Mr.
Binyamin Baron.
Approve
4 4
Topic summary: Approval of the reappointment of
the company's incumbent director, Ms. Sapir Baron
Danoch, for another term, as detailed in section 3 of
the meeting invitation report.
Majority required: Regular majority.
Classification: Appointment or dismissal of a director
according to sections 59 and 230 of the Companies
Law.
Approve the reappointment of Ms.
Sapir Baron-Danoch.
Approve
S/N Agenda
Item No.
(as per
T460)
Details Decision Summary Meeting
Decision
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
Topic summary: Approval of the reappointment of
the company's incumbent independent director, Mr.
Yossi Hagag, for another term, as detailed in section
3 of the meeting invitation report.
5 5 Majority required: Regular majority.
Classification: Appointment or dismissal of a director
according to sections 59 and 230 of the Companies
Law.
Approve the reappointment of Mr.
Yossi Hagag.
Approve
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
Topic summary: Approval of the reappointment of
the company's incumbent independent director, Mr.
Chen Katz, for another term, as detailed in section 3
of the meeting invitation report.
Majority required: Regular majority.
6 6 Classification: Appointment or dismissal of a director
according to sections 59 and 230 of the Companies
Law.
Is this a transaction with a controlling shareholder:
No.
Approve the reappointment of Mr.
Chen Katz.
Approve
Type of transaction / matter for vote:
7 7 Topic summary: Approval of the reappointment of
the company's incumbent independent director, Mr.
Sami Beklash, for another term, as detailed in
section 3 of the meeting invitation report.
Majority required: Regular majority.
Classification: Appointment or dismissal of a director
according to sections 59 and 230 of the Companies
Law.
Approve the reappointment of Mr.
Sami Beklash.
Approve
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
8 8 Topic summary: Approval of the terms of office and
employment of Mr. Ehud Danoch as CEO of the
company, to begin on the later of December 14,
2025, or the date of approval of the general
assembly.
Approve the terms of office and
employment of Mr. Ehud Danoch as
CEO, to begin on later of December
14, 2025 or the date of approval.
Approve
S/N Agenda
Item No.
Details
(as per
T460)
Decision Summary Meeting
Decision
Majority required: Not regular majority.
Classification: Transaction with CEO in connection
with terms of office and employment according to
section 272(g1)(1) of the Companies Law.
Is this a transaction with a controlling shareholder:
Yes.
Type of transaction / matter for vote: Other
Topic summary: Approve a new compensation policy
for the company's officers in the wording attached
9 9 as Appendix D to the meeting invitation, per section
9 part B thereof.
Majority required: Not regular majority.
Classification: Approval of compensation policy per
section 267A(a) of the Companies Law.
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
Approve the new compensation
policy for officers as proposed.
Approve
Topic summary: Appointment of Mr. Raz Haim Dior
as a director from the date of approval until the next
annual general meeting, also approving his terms of
office, per section 6 of the meeting invitation.
Majority required: Regular majority.
Classification: Appointment or dismissal of director
10
10
according to sections 59 and 230 of the Companies
Law.
Is this a transaction with a controlling shareholder:
No.
Type of transaction / matter for vote:
Approve the appointment of Mr. Raz
Haim Dior as director and his terms
as detailed.
Approve

Detailed voting results for items requiring a non-regular majority

8 - Approval of the terms of office and employment of Mr. Ehud Danoch as CEO:

Total voting rights: 149,100,968

Shares/securities present at the vote: 128,584,851

Shares/securities counted for the vote: 128,584,851

In favour: 82,277,020 (63.99%) Against: 46,125,698 (35.87%)

Shares/securities not considered as having personal interest: 87,963,190

In favour: 51,259,112 (58.27%) Against: 36,521,945 (41.52%)

Rate of those in favour out of non-controlling shareholders: 58.27%

Rate of voters against out of total voting rights: 30.94%

The company did not classify any shareholder voting against this item as having a personal interest contrary to their own classification.

9 - Approving a new compensation policy for officers:

Total voting rights: 149,100,968

Shares/securities present at the vote: 128,584,851 Shares/securities counted for the vote: 128,584,851

In favour: 82,360,466 (64.05%) Against: 46,042,252 (35.81%)

Shares/securities not considered as having personal interest: 128,584,851

In favour: 82,360,466 (64.05%) Against: 46,042,252 (35.81%)

Rate of those in favour out of non-controlling shareholders: 64.05%

Rate of voters against out of total voting rights: 30.88%

The company did not classify any shareholder voting against this item as having a personal interest contrary to their own classification.

3. Details of institutional, interested, or senior officer voters in the meeting

File in TXT format: [49_2025-01-083568.txt]

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.

Note: Additional details can be extracted using an auxiliary tool for vote result processing, available from the Securities Authority website. Full responsibility for accuracy and completeness lies with the reporting corporation.

4. This report is a continuation of the following prior report(s):

Report Publication Date Reference Number

Details of authorized signatories for the corporation

No. Name of Signatory Position
1 Tair Gigi Other: Legal Counsel and Company Secretary

Explanation: According to regulation 5 of the Periodic and Immediate Reports Regulations (1970), any report submitted under these regulations must be signed by those authorized by the corporation. Staff opinion on this matter can be found at the Securities Authority website: Click here

Additional free text:

It should be noted that the company received an electronic vote from an institutional shareholder who voted against the approval of the proposed CEO's employment terms (item 8) and marked that they have a personal interest. It is clarified that in the calculation under item 8 above, the votes of said shareholder were not included in the count of votes not having a personal interest, but even if the company had included those votes, the rate of those voting in favor of the transaction among non-interested voters (including said shareholder) would have been approximately 52.54%. It is further noted that for the approval of the new compensation policy (item 9), the rate of votes in favor excluding votes of companies from the Baron Group (controlled by Mr. Binyamin Baron) was about 52.6%.

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

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.

Additional Company Details

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange.

Short name: INROM Construction

Address: Golan (Beit Golan) 1, P.O. Box 1120, Airport City 7019802

Tel: 03-9718181, Fax: 03-9718193

Email: [email protected]

Website: https://inrom-group.co.il/

Previous names of reporting entity:

(LTD INDUSTRIES CONSTRUCTION INROM (אינרום תעשיות בניה בע"מ

Electronic Reporter: Gigi Tair

Position: Chief Legal Counsel and Company Secretary

Employing Company Name:

Address: Golan 1, Airport City 7019802 Tel: 054-4435175, Fax: 03-9718193

Email: [email protected]

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