Isracard Ltd. — AGM Information 2026

May 19, 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. .

Isracard Ltd.

Voting Proxy according to the Companies Regulations (Written Voting and Position Notices), 5766-2005 ("Written Voting Regulations")

Part One

1. Name of the Company: Isracard Ltd. ("The Company").

1. Type of General Meeting, Time and Place of Convening: Annual and Special General Meeting of the Company's shareholders, which will convene on Thursday, June 25, 2026, at 17:00, at the Company's offices at 12 Bar Kochva St., Bnei Brak (meeting room on the 15th floor). If the meeting is adjourned due to lack of a quorum, an adjourned meeting will be held on Thursday, July 2, 2026, at the same time and place.

3. Details of the agenda items and a summary of the proposed resolutions, for which voting can be done via a voting proxy:

3.1 – - ' Agenda Item No. 2 Approval of the re appointment of the Company s auditing accountant (Somekh Chaikin – KPMG) and the frst-time appointment of Brightman Almagor Zohar – Deloitte as additional auditing accountants of the Company (so that from the date of the General Meeting's approval, KPMG and Deloitte will serve as joint auditing accountants of the Company)

As of the date of the report, Somekh Chaikin (KPMG), accountants ("KPMG"), serves as the auditing accountant of the Company, until the end of the Annual Meeting convened according to the proxy statement to which this voting proxy is attached ("The Proxy Statement" or "The Meeting Proxy Statement").

Currently, taking into account that from 2025 the controlling shareholder is Delek Group Ltd. ("Delek Group"), and against the background of audit needs concerning Delek Group and the Company, and after an examination conducted by the Company regarding the appropriate audit format under these circumstances, a proposed resolution is brought before the General Meeting of shareholders to transition to a framework for auditing the Company's financial statements by two auditing accountant firms jointly.

Accordingly, based on the requested framework, and in accordance with the recommendation of the Audit Committee and the Company's Board of Directors, it is proposed to re-appoint KPMG as the auditing – accountant of the Company, alongside the first-time appointment of Brightman Almagor Zohar Deloitte ("Deloitte") as an additional auditing accountant of the Company, so that from the date of the meeting's approval as described in this report, KPMG and Deloitte will serve as joint auditing accountants of the Company, until the end of the next Annual Meeting of the Company.

Language of the Proposed Resolution:

"To approve the re-appointment of Somekh Chaikin (KPMG), accountants, and the first-time appointment – of Brightman Almagor Zohar Deloitte, as joint auditing accountants of the Company (and the subsidiary companies in the Isracard Group), from the date of the meeting's approval as described in this report until the end of the next Annual General Meeting of the Company."

3.2 Agenda Items No. 3-6 – Re-appointment of directors serving in the Company who are not external directors

The tenure of the directors to be appointed at the meeting (namely, Ms. Tamar Yasur, Mr. Idan Wallace, Ms. Liora Prat Levin, and Mr. Tamir Moshe Polyker) will take effect upon the fulfillment of the following two cumulative conditions (for each candidate separately): approval of the General Meeting convened according to the proxy statement; and receipt of the Supervisor of Banks' consent to the appointment or his lack of objection to it.

For details, to the best of the Company's knowledge, regarding the aforementioned directors in accordance with Regulations 26 and 36b(a)(10) of the Reports Regulations, see Section 1.2 of the Company's Corporate Governance Report for 2025, included in the Company's 2025 Periodic report, the details of which are hereby incorporated 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. .

The following is an update regarding the aforementioned details, to the best of the Company's

knowledge:

Name of Director	Update of Details
Tamir Moshe Polyker	Since April 2026, serves as Chairman of the Board of Delek Property Initiatives Ltd.
Idan Wallace	Since April 2026, serves as CEO of Delek Property Initiatives Ltd.

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For further details regarding agenda items 3-6, see Section 3 of the Proxy Statement.

Language of Proposed Resolutions:

• 3.2.1 –

• Agenda Item No. 3 "To approve the appointment of Ms. Tamar Yasur as a director in the Company for an additional term of office until the end of the next Annual Meeting of the Company."

• 3.2.2 –

• Agenda Item No. 4 "To approve the appointment of Mr. Idan Wallace as a director in the Company for an additional term of office until the end of the next Annual Meeting of the Company."

• 3.2.3 –

• Agenda Item No. 5 "To approve the appointment of Ms. Liora Prat Levin as a director in the Company for an additional term of office until the end of the next Annual Meeting of the Company."

• 3.2.4 –

• Agenda Item No. 6 "To approve the appointment of Mr. Tamir Moshe Polyker as a director in the Company for an additional term of office until the end of the next Annual Meeting of the Company."

The vote regarding each candidate will be conducted separately.

3.3 Agenda Item No. 7 – Appointment of Ms. Esther Nava Pashin as a director in the Company (who is not an external director)

A resolution is brought before the General Meeting described in the Proxy Statement to approve the appointment of Ms. Esther Nava Pashin as a director in the Company (who is not an external director) ("Ms. Pashin" or "The Candidate"), until the end of the Company's next Annual Meeting.

Ms. Pashin's tenure will take effect upon the fulfillment of the following two cumulative conditions: approval of the General Meeting convened according to the Proxy Statement; and receipt of the Supervisor of Banks' consent to the appointment or his lack of objection to it.

Below are details, to the best of the Company's knowledge, regarding Ms. Pashin, in accordance with Regulations 26 and 36(a)(10) of the Reports Regulations, as provided to the Company:

Name of Director	Esther Nava Pashin
Identifcation Number	025535667
Date of Birth	July 29, 1973
Address for service of legal documents	5 Tahorsh Katriel, Jerusalem
Citizenship/Nationality	Israeli
Commencement of Tenure	From the date of General Meeting approval and receipt of the Supervisor of Banks' consent to the appointment or his lack of objection to it
Membership in Board Committees
External Director or Independent Director	No
Accounting andfnancial expertise or professional qualifcation	Professional qualifcation
Expert Director	Yes (technology expertise)

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. .

r more information, please review the legal disclaimer. .
Employee of the Company, its subsidiary, afliate, or interested party	No
Education	B.A. in Management and Computer Science, The Open University; MBA, Tel Aviv University
Other corporations where serving as director and occupation in the lastfve (5) years	Global expert in cyber, AI, and aviation, and serves as a strategic consultant at Audisight AI Ltd. (since 2026), as a member of the advisory board at companies: Cyber 2.0 (2015) Ltd., Polus, Quantum Security Solutions, TokTo, Tech, and 16 State (since 2026) and partner at Aurelius Management Ltd. (since 2026)–all the above through ENP Solutions Ltd., a private company under her full ownership; VP, Manager of the Cyber Plant at IAI/Elta (2017-2025); Chairman of the Board of Custodio, Singapore (IAI subsidiary) (2017-2025); Chairman of the Board of Custodio Technologies, Singapore (IAI subsidiary) (2017-2025); Director at Cyviation (IAI subsidiary) (2021-2025); Chairman of the Israeli Sport Aviation Association (since 2024); Director and Treasurer at IWF Israel (since 2025); Member of the Executive Committee at Pelech High School for Girls (since 2012)
Family member of an interested party in the Company	No

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Name of Director	Esther Nava Pashin
Director whom the Company considers to have accounting and fnancial expertise for the purpose of meeting the minimum number determined by the Board per Section 92(a)(12) of the Companies Law	No

For further details, see Section 4 of the Proxy Statement.

Language of Proposed Resolution:

"To approve the appointment of Ms. Pashin as a director in the Company until the end of the Company's next Annual Meeting."

3.4 – - Agenda Item No. 8 Allocation of warrants (non negotiable) to Mr. Itamar Furman, Company CEO

A resolution is brought before the General Meeting described in the Proxy Statement to approve the allocation of warrants (non-negotiable) to the Company's CEO, as detailed in Section 5 of the Proxy Statement.

Language of Proposed Resolution:

"To approve the grant of 864,501 warrants (non-negotiable) to Mr. Furman, Company CEO, all under conditions as detailed in Section 5 of this Proxy Statement."

4.

The place and times where the full text of the proposed resolutions may be inspected:

The Proxy Statement, the documents mentioned therein (including this voting proxy and position notices (as defined in Section 88 of the Companies Law), if any ("Position Notices")), as well as the full text of the proposed agenda resolutions, may be inspected at the Company's offices at 12 Bar Kochva St., Bnei Brak, after prior coordination with the Company's Secretariat at phone: 036895166, Sunday-Thursday, during customary working hours, until the date of the meeting's convening.

Furthermore, the Proxy Statement, this voting proxy, and position notices (if any) may be inspected on the Securities Authority's distribution site ("Distribution Site") at https://www.magna.isa.gov.il and on the website of the Tel Aviv Stock Exchange Ltd. ("TASE Website") at https://maya.tase.co.il.

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 majority required for adopting resolutions on agenda items:

• 5.1 The majority required for adopting the resolutions in Sections 3.1, 3.2, and 3.3 above (approval of Company auditing accountant appointment, re-appointment of directors serving in the Company (who are not external directors), and the appointment of Ms. Pashin as a Company director (who is not an external director)) is an ordinary majority (i.e., a majority of more than fifty percent (50%) of all votes of shareholders participating in the General Meeting who are entitled to vote and have voted, without taking into account abstaining votes).

• 5.2 The majority required for approving the resolution in Section 3.4 above (grant of warrants to the CEO) is the majority specified in Section 272(c1) of the Companies Law, namely, an ordinary majority (i.e., a majority of more than fifty percent (50%) of all votes of shareholders participating in the General Meeting who are entitled to vote and have voted), provided that one of the following is met: (a) the majority count in the General Meeting includes a majority of all votes of shareholders who are not controlling shareholders in the Company or have a personal interest in the resolution's approval, who participate in the vote; the count of all such shareholders' votes shall not include abstaining votes; or (b) the total opposing votes among the shareholders mentioned in subsection (a) above did not exceed two percent (2%) of the total voting rights in the Company.

It should be noted that according to the provisions of the Companies Law, in special cases, the Remuneration Committee and subsequently the Company's Board of Directors will be entitled to approve the allocation of warrants to the Company's CEO, even if the General Meeting opposed its approval, provided that the Remuneration Committee and then the Board of Directors decide so based on detailed reasons and after re-discussing the allocation of warrants and examining in such discussion, among other things, the General Meeting's opposition.

• 5.3 Any shareholder interested in participating in the vote on the resolution in Section 5.2 above shall notify the Company before the vote at the meeting (himself or via proxy), or if voting via –

• voting proxy by marking the designated place on the voting proxy, whether or not he has a personal interest in the resolution (and/or whether he is a controlling shareholder in the Company); in the second part of the voting proxy, space is allocated for marking the existence

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or absence of such personal interest as well as space for its description, if any. A shareholder who did not mark, or marked "Yes" and did not describe as aforesaid – his vote will not be counted.

Additionally, every shareholder interested in participating in the vote shall notify (by marking the appropriate place in the second part of this voting proxy) whether he is an interested party in the Company, a senior officer in the Company, or an institutional investor, or not.

1. – Validity of the Voting Proxy Obligation to attach accompanying documents and the deadline for their submission:

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 voting proxy will be valid only if the following documents are attached and if it is submitted to the Company up to four (4) hours before the time of the vote (for this purpose, "Submission Time" is the time when the voting proxy and its attached documents reached the Company's offices):

Unregistered shareholder1 - ownership confrmation (see Section 12 below). An unregistered shareholder may also send ownership confrmation to the Company via the electronic voting system until the electronic voting system's closing time (see Section 7 below).

2

Registered shareholder - photocopy of ID card, passport, or incorporation certifcate.

A voting proxy not submitted in accordance with this section will be invalid.

7. Voting via the Electronic Voting System:

An unregistered shareholder may, after the record date (upon receiving an identification number and access code from a TASE member and after an identification process), vote via a voting proxy that will be transmitted to the Company in the electronic voting system operating according to Subchapter B of Chapter G'2 of the Securities Law, 5728-1968 ("Electronic Voting System" and "Securities Law", respectively). In accordance with and subject to the conditions set in the Written Voting Regulations and the Securities Authority's instructions on this matter, voting via the electronic voting system will be possible up to six (6) hours before the meeting's convening ("System Closing Time"). Voting via the electronic voting system may be changed or cancelled until the system closing time and cannot be changed via the system after this time.

8. The Address for submission of voting proxies and position notices:

The Company's offices at 12 Bar Kochva St., Bnei Brak (8th Floor), to Atty. Yotam Kavler, Company Secretary (Phone: 03-6895166; Fax: 03-6895374).

9. The Deadline for submission of position notices to the Company by shareholders:

Up to ten (10) days before the meeting date.

10. ' The Deadline for submission of the Board of Directors response to position notices:

Up to five (5) days before the meeting date.

11. Addresses of websites where voting proxies and position notices (if any) are available:

Distribution Site: https://www.magna.isa.gov.il ; TASE Website: https://maya.tase.co.il

12. Ownership Confrmation:

An unregistered shareholder is entitled to receive ownership confirmation from the TASE member through which he holds his shares, at a branch of the TASE member or by mail in exchange for shipping fees only, if requested, provided that a request in this regard is given in advance for a specific securities account.

Furthermore, an unregistered shareholder may instruct that his ownership confirmation be transferred to the Company via the electronic voting system.

An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the voting proxy and position notices (if any) on the Distribution Site, from the TASE member through which he holds his shares, unless

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 One whose favor a share is registered with a TASE member and that share is included among the shares registered in the register of shareholders in the name of a nominee company.

• 2 A shareholder registered in the register of shareholders. It should be noted that as of the date of the report, all of the Company's shareholders are unregistered shareholders.

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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. .

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Should the shareholder notify the TASE member that he does not wish to receive such a link or that he wishes to receive voting papers by mail for payment. His notice regarding the voting papers shall also apply to receiving position statements.

13.

Review of Voting Papers and Voting Records via the Electronic Voting System:

One or more shareholders holding, on the record date, shares at a rate constituting five percent (5%) or more of the total voting rights in the company (i.e., holding approximately 16,277,537 ordinary shares of the company) as well as whoever holds at a rate of 5% of the total voting rights that are not held by the controlling shareholder in the company, as defined in Section 268 of the Companies Law (i.e., holding approximately 9,759,422 ordinary shares of the company), is entitled (himself or through a proxy on his behalf), after the convening of the general meeting, to review the voting papers and the voting records through the electronic voting system that reached the company, as detailed in Regulation 10 of the Voting in Writing Regulations.

14.

Changes to the Agenda:

After the publication of the voting paper, there may be changes to the agenda, including the addition of a topic to the agenda, and position statements may be published. It will be possible to review the updated agenda and the published position statements (if any) in the company's reports that will be published on the distribution website and the TASE website.

A request by a shareholder under Section 66(b) of the Companies Law to include a subject suitable to be discussed at the general meeting on the meeting's agenda shall be submitted to the company up to seven (7) days after the calling of the meeting ("the deadline for submitting a request"). If such a request is submitted, it is possible that the subject will be added to the agenda and its details will appear on the distribution website. In such a case, the company will publish an amended meeting call report with an amended voting paper no later than seven (7) days after the deadline for submitting a request. It is clarified that the publication of such an amended call report does not change the record date as determined in the notice of the calling of the meeting.

A shareholder will indicate his vote regarding the resolutions on the agenda on the second part of this voting paper

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Isracard Ltd. Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 2005

Part Two

Company Name: Isracard Ltd. ("the Company")

Company Address (for delivery and mailing of voting papers): The Company's offices at 12 Bar Kochva St., Bnei Brak (8th floor), care of Atty. Yotam Kavaler, Company Secretary (Phone: 03-6895166; Fax: 03-6895374).

Company Number: 510706153

Meeting Date: Thursday, June 25, 2026, at 17:00

Meeting Type: Annual and Special General Meeting

Record Date: Tuesday, May 26, 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. .

Shareholders' Details:

1. Shareholder Name:

2. Identity Number:

1. In the event the shareholder does not have an Israeli identity card:

Passport Number:

Country of Passport Issuance:

Valid Until:

1. In the event the shareholder is a corporation:

Corporation Number:

Country of Incorporation:

1. Interested Party, senior ofcer, institutional body

		Yes	No
	Are you an interested party³ in the Company?

Are you an interested party³ in the Company? Are you a senior officer⁴ in the Company? Are you an institutional investor⁵?

• ³ "Interested Party" – as defined in Section 1 of the Securities Law.

⁴ "Senior officer" – as defined in Section 37(d) of the Securities Law.

⁵ "Institutional investor" – as defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Management Company in a General Meeting) Regulations, 2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994.

Voting Method

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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. .

		Voting Method (*)	Voting Method (*)	Voting Method (*)	Are you a controlling shareholder or have a personal interest in the resolution (**)	Are you a controlling shareholder or have a personal interest in the resolution (**)
		For	Against	Abstain	Yes (***)	No
	Subject No. 2 on the Agenda –Approval of the re-appointment of the Company's auditing accountant (Somekh Chaikin–KPMG) and the frst-time appointment of Brightman Almagor Zohar–Deloitte as additional auditing accountants of the Company (so that from the date of approval by the General Meeting, KPMG and Deloitte shall serve as joint auditing accountants of the Company)
	Subject No. 3 on the Agenda –Appointment of Ms. Tamar Yasur as a director in the Company for an additional term of ofce until the end of the next Annual General Meeting of the Company
	Subject No. 4 on the Agenda –Appointment of Mr. Idan Wells as a director in the Company for an additional term of ofce until the end of the next Annual General Meeting of the Company
	Subject No. 5 on the Agenda –Appointment of Ms. Liora Prat Levin as a director in the Company for an additional term of ofce until the end of the next Annual General Meeting of the Company
	Subject No. 6 on the Agenda –Appointment of Mr. Tamir Moshe Polikar as a director in the Company for an additional term of ofce until the end of the next Annual General Meeting of the Company
	Subject No. 7 on the Agenda –Appointment of Ms. Esther Nava Pesin as a director in the Company until the end of the next Annual General Meeting of the Company
	Subject No. 8 on the Agenda –Allocation of warrants (non-tradable) to Mr. Itamar Furman, the Company's CEO

(*) Failure to mark will be considered an abstention in the vote on that subject.

(**) A shareholder who does not fill this column or who marks "Yes" and does not specify, their vote will not be counted.

(***) Detail regarding the personal interest in the designated space below.

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 regarding "personal interest" in Subject 8 on the Agenda (as far as relevant):

Date

Signature

• For shareholders holding shares through a TASE member (according to Section – 177(1) of the Companies Law) this voting paper is valid only when accompanied by an ownership confirmation, except in cases where the vote is through the electronic voting system.

• – For shareholders registered in the Company's register of shareholders this voting paper is valid only when accompanied by a photocopy of the identity card/passport/certificate of incorporation.

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