Matrix IT Ltd. — Board/Management Information 2025

Nov 12, 2025

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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.

Directors' Declarations

I hereby declare that I possess the necessary qualications to serve as a director in a public company, and that I do not have any limitations as stipulated by law from being appointed as a director in the Company.

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Candidate's Declaration to Serve as Director in a Public Company

To:

Matrix I.T. Ltd.

According to Section 224B of the Companies Law, 1999 (the Companies Law)

I, the undersigned, Guy Bernstein, holder of ID No. 023578354, candidate to serve as director in Matrix I.T. Ltd. (hereinafter: the Company), hereby declare as follows:

• 1. My address for the purpose of service of legal documents is as follows: 5 HaShalva St., Savyon.
• 1. My position in the Company prior to the appointment: Chairman of the Board of Directors
• 1. I am able to dedicate the appropriate time necessary to fulll the role of director in the Company, inter alia, considering the Company's special needs and its size. My education, skills, and professional experience, past and present, grant me the professional qualications to fulll my duties as a director in the Company, inter alia, as detailed below:
  • 3.1. Academic education (degree, eld, and institution), including other education and professional certicates:

Certied Public Accountant, graduate in Economics and Accounting – The College of Management.

3.2. Main occupations in the past ve years (including previous positions in the Company) – Position, name of the workplace, its eld of activity, and duration in the position:

Chairman of the Board of the Company, CEO of Formula Systems (1985) Ltd., CEO of Magic Software Industries Ltd., director in Magic Software Industries and its subsidiaries, Chairman of Sapiens International Corporation, director in Micha-Pel Micro Computers (1983) Ltd. and its subsidiaries, Chairman of TSG IT Advanced Systems Ltd., director in various companies within the Formula Group.

1. Service as a director in another corporation (including private and foreign corporations) – Name of the corporation, its eld of activity, and whether the corporation is public/reporting/private:

Magic Software Industries Ltd. and its subsidiaries – Public company

Chairman of Sapiens International Corporation – Public company

Chairman and director of Micha-Pel Micro Computers (1983) Ltd. and its subsidiaries – Private company

Chairman of TSG IT Advanced Systems Ltd. – Public company

Director in InSync Stang – Private company

Director in Zap Group Ltd. – Private company

Director in Ofek Aerial Photography (1987) Ltd. – Private company

Director in Shmerad Electronics (1977) Ltd. – Private company

Director in Yonic Software Industries Ltd. – Private company

Director in Liram Financial Software Ltd. – Private company

Director in Hashachar Telecom Electric Ltd. – Private company

Director in Formula Infrastructure Ltd. – Private company

Director in Advanced Engineering Ltd. – Private company

Candidate's Name: Guy Bernstein

ID Number: 023578354

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Candidate's Declaration to Serve as Director in a Public Company

According to Section 224B of the Companies Law, 1999 (the Companies Law)

• 1. Service in other positions in the company, its subsidiary, related company, or with an interested party therein: CEO of Formula Systems (1985) Ltd., CEO of Magic Software Industries Ltd., and as mentioned in section 3 above.
• 1. Family relation to another senior ocer in the company or an interested party in the company:

None.

1. Holdings in shares and/or convertible or exercisable securities into shares, of the company or of a subsidiary, or of a related company, or of an interested party therein (corporation name, security name, TASE security number, quantity of securities):

Total of 1,797,973 ordinary shares of Formula Systems (1985) Ltd., TASE security number: 256016 (1,382,822 held by Guy Bernstein, 589,151 shares held via a management company owned by Mr. Bernstein - Emil Sharvit (2001) Consulting and Project Management Ltd.).

1. Membership in board of directors committees:

None.

• 1. I possess professional qualications and/or accounting and nancial expertise, as these terms are dened in the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and a Director with Professional Qualications), 2005, based on my education and work experience as detailed above.
• 1. I have not been convicted in the 5 years prior to this declaration by a court ruling for any of the offenses listed below:
  • 10.1. Offenses according to the Penal Law, 1977 (the Penal Law):
    • 10.1.1. Sections 290 to 297 of the Penal Law dealing with bribery offenses;
    • 10.1.2. Section 392 of the Penal Law dealing with theft by a manager;
    • 10.1.3. Section 415 of the Penal Law dealing with obtaining something by deceit;
    • 10.1.4. Sections 418 to 420 of the Penal Law dealing with document forgery as well as submitting or issuing a forged document or using it otherwise while the user knows it is forged;
    • 10.1.5. Sections 422 to 428 of the Penal Law dealing, inter alia, with fraud inducements, false entries in corporate documents, offenses by managers and employees in a corporation, failure to disclose information and publication of misleading information by a senior oce holder in a corporation, fraud and breach of trust in a corporation, fraudulent concealment, extortion by force and extortion by threats.
  • 10.2. Offenses according to the Securities Law, 1968 (the Securities Law):
    • 10.2.1. Section 52C of the Securities Law dealing with an insider making use of inside information;
    • 10.2.2. Section 52D of the Securities Law dealing with use of inside information originating from an insider;

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Candidate's Declaration to Serve as Director in a Public Company

According to Section 224B of the Companies Law, 1999 (the Companies Law)

• 10.2.3. Section 53(a) of the Securities Law regarding violation of provisions concerning the publication of a prospectus containing a misleading detail.
• 10.2.4. Section 54 of the Securities Law regarding securities fraud (fraud includes any action intended to improperly inuence trading).
• 10.3. In the 5 years preceding the date of this declaration, I have not been convicted:
  • 10.3.1. In a court outside Israel of bribery, fraud, offenses of managers in a corporation, or offenses of insider trading.
  • 10.3.2. Of any other offense for which the court has determined, due to its nature, severity, or circumstances, that I am not t to serve as a director in a public company.
• 1. In accordance with the disclosure obligation under section 225 of the Companies Law, I declare that the Administrative Enforcement Committee has not imposed upon me any enforcement measure prohibiting me from serving as a director in a public company. In this section—enforcement measure and Administrative Enforcement Committee—have the same meaning as in section 225 of the Companies Law.
• 1. I have never been declared bankrupt and I am not legally incapacitated.
• 1. I hereby undertake that if, during my tenure as a director in the company, there is any change in any of my above declarations, I will immediately report this to the company.
• 1. I am aware that this declaration will be kept at the company's registered oce for review by any person.
• 1. I am aware that my appointment as a director in the company is based upon this declaration.

Date: 11.11.25 ______________ Guy Bernstein

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Candidate's Declaration to Serve as Director in a Public Company

According to Section 224B of the Companies Law, 1999 (the Companies Law)

I, the undersigned, Eliezer Oren, holder of ID number 050700855, candidate to serve as a director in Matrix I.T. Ltd. (hereinafter: the company), hereby declare as follows:

• 1. My address for the purpose of receiving court documents is as follows: Zalman Shneur 26, Herzliya.
• 1. My position in the company prior to the appointment: Director and Deputy Chairman.
• 1. I am able to dedicate the required time for fullling my role as a director in the company, taking into account, among other things, the company's specic needs and size. My education, skills, and professional experience, past and present, provide me with the professional qualications to perform my role as a director in the company, among other things, as detailed below:
  • 3.1 Academic education (degree, eld and institution name) including any other education and professional certicates: Graduate of Mathematics and Computer Science – Tel Aviv University.
  • 3.2 Main occupations in the last ve years (including previous roles in the company) position, employer name, nature of business, and period in the position:

President of the company until January 31, 2022, and Deputy Chairman of the Board of Matrix I.T. Ltd.

4 Service as a director in another corporation (including private and foreign corporations) – name of the corporation, its eld of activity, and whether it is public/reported/private:

Director in subsidiaries and sub-subsidiaries of the company (private).

5 Holding other positions in the company, its subsidiaries, related companies, or with an interested party:

Director in private subsidiaries and sub-subsidiaries.

6 Family relationship to another senior ocer in the company or to an interested party in the company:

None.

7 Holding shares and/or convertible or exercisable securities of the company, a subsidiary, a related company or of an interested party (name of the corporation, name of the security, security number on the stock exchange, quantity of the securities:

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Candidate's Declaration to Serve as Director in a Public Company

According to Section 224B of the Companies Law, 1999 (the Companies Law)

• 1. Service on Board of Directors Committees:
• 1. I possess professional competence and/or accounting and nancial expertise, as dened in the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Competence), 2005, based on my education and professional experience as detailed above.
  • 1. I have not been convicted, in the 5 years preceding the date of this declaration, by a court judgment, of any of the offenses listed below:
    • 10.1 Offenses under the Penal Law, 1977 (the Penal Law):
    • 10.1.a Sections 290 to 297 of the Penal Law dealing with bribery offenses;
    • 10.1.b Section 392 of the Penal Law dealing with theft by a manager;
    • 10.1.c Section 415 of the Penal Law addressing obtaining something by fraud;
    • 10.1.d Sections 418 to 420 of the Penal Law dealing with forgery of a document, as well as submitting or issuing a forged document or using it in any other way when the user knows it is forged;
    • 10.1.e Sections 422 to 428 of the Penal Law dealing with fraudulent inducements, false registration in corporate documents, offenses of directors and employees in a corporation, failure to disclose information and misleading publication by a senior ocer in a corporation, fraud and breach of trust in a corporation, fraudulent concealment, extortion by force and extortion by threats.
    • 10.2 Offenses under the Securities Law, 1968 (the Securities Law):
    • 10.2.a.1 Section 52C of the Securities Law dealing with an insider in the company making use of inside information;
    • 10.2.a.2 Section 52D of the Securities Law dealing with the use of inside information originating from an insider;
    • 10.2.b Section 53(a) of the Securities Law dealing with violations regarding the publication of a prospectus that contains a misleading item.
    • 10.2.c Section 54 of the Securities Law dealing with fraud in securities (fraud includes any action intended to improperly inuence trading).
    • 10.3 In the 5 years preceding this declaration, I have not been convicted:
    • 10.3.a By a court outside of Israel for bribery, fraud, corporate manager offenses, or offenses of insider information misuse.
    • 10.3.b Of another offense where a court has determined that, because of its nature, severity, or circumstances, I am unt to serve as a director in a public company.
    • 1. I possess professional competence and/or accounting and nancial expertise, as dened in the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Competence), 2005, based on my education and professional experience as detailed above.

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11.11.25

• 1. In accordance with the disclosure obligation set forth in Section 225 of the Companies Law, I declare that the Administrative Enforcement Committee has not imposed upon me any enforcement measure prohibiting me from serving as a director in a public company. In this section: 'enforcement measure' and 'Administrative Enforcement Committee' - as dened in Section 225 of the Companies Law.
• 1. I have never been declared bankrupt and I am not legally incompetent.
• 1. I hereby undertake that if and to the extent that, during my term as a director in the company, any change occurs in any of my above statements, I will immediately inform the company thereof.
• 1. I am aware that this declaration will be kept at the company's registered oce for review by any person.
• 1. I am aware that the assumption of my position as a director in the company is being carried out in reliance on this declaration.

	Date: 11.11.25
Eliezer Oren

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Pursuant to the provisions of Section 224B and Section 241 of the Companies Law, 1999 (the Companies Law)

Statement of Candidate for Position as Independent Director in a Public Company

I, the undersigned, Pinchas Greenfeld, holder of ID number 10758209, a candidate to serve as an independent director in Matrix IT Ltd. (hereinafter: the Company), hereby declare as follows:

• 1 I am a resident of Israel and, as of this date, I have not served as a director in the Company for more than 9 consecutive years.
• 2 My address for the purpose of serving court documents is as follows: Menachem Begin 25, Givat Shmuel.
• 3 My position in the Company prior to appointment: ____________ (No need to answer if not relevant).
• 4 I am able to dedicate the appropriate time for the role of director in the Company, inter alia, taking into account 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 qualications to perform my role as a director in the Company, inter alia, as detailed below:
  • 4.1 Academic education (degree, eld, and name of institution) including other education and professional certicates: Bachelor's and Master's in Political Science – University of Haifa; graduate of Mamram Unit
  • 4.2 Main occupations in the last ve years (including previous positions in the Company) position, name of employer and its eld of activity, and duration in the position: Independent director in Matrix IT Ltd. since December 2021. (Previously served as an independent director in Matrix IT Ltd. from 2009 to 2018).
• 5 Serving as director in another corporation (including private and foreign corporations) name of corporation, its eld of activity, and whether the corporation is public/reported/private: None.
• 6 Serving in other positions in the Company, its subsidiary, aliated company, or with an interested party therein: No.
• 7 Family relationship with another senior ocer of the Company or an interested party in the Company: No.
• 8 Holding shares and/or convertible or exercisable securities of the Company or its subsidiary, aliated company, or of an interested party (name of corporation, name of security, security exchange number, quantity of securities): No.
• 9 Membership in board committees: Audit Committee, Compensation Committee, Financial Report Review Committee.
• I, the undersigned, Pinchas Greenfeld, holder of ID number 10758209, a candidate to serve as an independent director in Matrix IT Ltd. (hereinafter: the Company), hereby declare as follows:
• I, the undersigned, Pinchas Greenfeld, holder of ID number 10758209, a candidate to serve as an independent director in Matrix IT Ltd. (hereinafter: the Company), hereby declare as follows:

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Statement of Candidate to Serve as an Independent Director in a Public Company

Pursuant to the provisions of Section 224B and Section 241 of the Companies Law, 1999 (the Companies Law)

Statement of Candidate for Position as Independent Director in a Public Company

10 I have accounting and nancial expertise and/or professional qualications as dened by the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Qualications), 2005, based on my education and work experience as detailed above.

11 In addition, I declare that:

• 11.1. I am not a relative of the controlling shareholder, and neither I, my relatives, my partners, my employer, anyone to whom I am subordinate directly or indirectly, nor a corporation in which I am a controlling shareholder, at the time of appointment or in the two years preceding the date of appointment, have any aliation with the Company, the controlling shareholder of the Company, or a relative of the controlling shareholder at the time of the appointment, or to another corporation. In a company without a controlling shareholder or one holding a controlling block, also no aliation with, as of the appointment date, the chair of the board, the CEO, a substantial shareholder, or the most senior ocer in the eld of nance. For the purposes of this declaration: Aliation – existence of employer-employee relationships, business or professional relationships in general, or control, as well as serving as an oceholder, excluding serving as a director appointed to serve as an external director in a company about to make its initial public offering. Another corporation – a corporation where the controlling shareholder, at the time of appointment or in the two years prior, is the Company or its controlling shareholder.
• 11.2. My other roles or occupations do not and are not likely to create a conict of interest with my role as a director and do not impair my ability to serve as a director.
• 11.3. I do not serve as a director in another company in which a current member of the Company's board serves as an external director.
• 11.4. I am not employed by the Israel Securities Authority or by a stock exchange in Israel.
• 11.5. Neither I, my relatives, my partners, my employer, anyone to whom I am subordinate directly or indirectly, nor a corporation in which I am a controlling shareholder, have business or professional ties to anyone the aliation to whom is prohibited pursuant to Section 3.1 above, even if such ties are not regular, except for negligible ties, and I have not received any consideration in contravention of the provisions of Section 244(b) of the Companies Law.
• 12 I have not been convicted in the 5 years preceding this declaration in a judgment for any of the offenses detailed below: Offenses under the Penal Law, 1977 (the Penal Law):
  • 12.1. Sections 290–297 of the Penal Law dealing with bribery offenses;
  • 12.2. Section 392 of the Penal Law dealing with theft by a manager;
  • 12.3. Section 415 of the Penal Law dealing with obtaining something by deceit;
  • 12.4. Sections 418–420 of the Penal Law dealing with forgery of documents, as well as submitting or issuing a forged document or using it in any manner knowing it is forged;
  • 12.5. Sections 422–428 of the Penal Law dealing with inducement to fraud, false registration in corporate documents, offenses by managers and employees in a corporation, nondisclosure of information and publication of misleading information by a senior oceholder in a corporation, fraud and breach of trust in a corporation, fraudulent concealment, extortion by force, and extortion by threats.
• 13 Offenses under the Securities Law, 1968 (the Securities Law):
  • 13.1. Section 52C of the Securities Law, dealing with an insider of a company using inside information.

Offenses under the Securities Law, 1968 (the Securities Law):

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Statement of Candidate to Serve as an Independent Director in a Public Company

Pursuant to the provisions of Section 224B and Section 241 of the Companies Law, 1999 (the Companies Law)

Statement of Candidate for Position as Independent Director in a Public Company

• 12.7. Section 52D of the Securities Law dealing with use of inside information originating from an insider.
• 12.8. Section 53(a) of the Securities Law dealing with breach of provisions relating to publishing a prospectus containing a misleading particular.
• 12.9. Section 54 of the Securities Law dealing with securities fraud (fraud includes any action intended to improperly inuence trading).
• 1. In the 5 years preceding this declaration, I have not been convicted:
  • 13.1. In a court outside Israel for offenses of bribery, fraud, managerial offenses in a corporation, or offenses of misuse of inside information.
  • 13.2. Of another offense that a court has determined, due to its nature, severity or circumstances, that I am unt to serve as a director in a public company.

Pursuant to the disclosure obligation set forth in Section 225 of the Companies Law, I declare that the Administrative Enforcement Committee has not imposed on me any enforcement measure prohibiting me from serving as a director in a public company. In this section—

Enforcement measures and Administrative Enforcement Committee—as dened in Section 225 of the Companies Law.

• 1. I am of majority age, have never been declared bankrupt and am not legally incapacitated.
• 1. I declare that I am aware of the Companies Regulations (Rules Regarding Remuneration and Expenses for an External Director), 2000 (hereinafter: the Regulations) and that any remuneration I receive from the company will be in accordance with these Regulations.
• 1. I undertake that if and insofar as during my term as director of the company there will be any change in any of my declarations above, I will immediately notify the company of such change.
• 1. I am aware that this declaration will be kept at the company's registered oce for inspection by any person.
• 1. I hereby conrm my consent to serve as an independent director in the company.
• 1. I am aware that my appointment as an independent director in the company is made in reliance on this declaration.

Date: 25.11.11
)-(
Pinchas Greenfeld