Matrix IT Ltd. — Proxy Solicitation & Information Statement 2025

Nov 12, 2025

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Immediate Report on Meeting

Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 1970

Explanation: If one of the topics on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an unusual proposal, there is no need to report Form T138 in parallel.

Is there an option to vote via the electronic voting system?

Yes

Note: This option is only available for foreign corporations (not incorporated in Israel) and for corporations whose securities are not listed for trading. Usage of the voting system requires the corporation to process all votes received through this system.

Link to the vote system website where you may vote: Voting System

Explanation: Eligible voters will receive their access details to the voting system from TASE members.

The	corporation		announces:	Convening	a	Meeting
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Note: In case of a change to the meeting date (postponement or advancement), select "Meeting postponement", "Postponement bycourt order", or "Postponement to an unknown date".
The reference number of the last notice regarding the meeting is, which was summoned for date
Reason for postponement or cancellation:
Explanation: Please refer to the reference number of the latest notice of convening or postponement of the meeting.

1. Type of Security

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Share

Name of the qualifying security: MATRIX MAR 1 NIS

TASE number of the qualifying security: 445015

Record date for participation and voting in the meeting: 19/11/2025

Explanation: If meetings are required for more than one security, file Form T460 separately for each additional security. Reports indicating more than one security number require submission of a corrective report.

1. On date: 11/11/2025

It was decided to convene a meeting of another type: Annual General Meeting. It will convene on Wednesday, on date: 17/12/2025, at 12:00.

Address: 3 Atir Yeda St., Kfar Saba

3. Agenda:

Item 1:

Subject: Discussion of the board of directors' report and the financial statements of the company for 2024.

Category: Declaration: No suitable classification field

Is the transaction a private offer requiring approval under section 270(5) of the Companies Law, 1999? No

Is the transaction between the company and a controlling shareholder as per sections 275 and 320(f) of the Companies Law? No

Explanation of relevant legal section: Section 60(b) of the Companies Law, 1999.

Does the subject require disclosure of affiliation or other characteristic of the voting shareholder? No

Brought for: Reporting only

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Item 2:

Subject: Reappointment of BDO Israel as the company's external auditors.

Category: Declaration: No suitable classification field

Is the transaction a private offer requiring approval under section 270(5) of the Companies Law, 1999? No

Is the transaction between the company and a controlling shareholder as per sections 275 and 320(f) of the Companies

Law? No

Explanation of relevant legal section: Section 154(b) of the Companies Law, 1999.

Does the subject require disclosure of affiliation or other characteristic of the voting shareholder? No

Brought for: Voting

Majority required for approval: Ordinary majority

Does the controlling shareholder's ownership grant the majority required for approval? No

Item 3:

Subject: Reappointment of Mr. Guy Bernstein as director in the company for another term until the end of the next annual general

meeting.

Category: Appointment or dismissal of a director under sections 59 and 230 of the Companies Law

Type and ID number: Identity card number: 023578354

Is the transaction a private offer requiring approval under section 270(5) of the Companies Law, 1999? No

Is the transaction between the company and a controlling shareholder as per sections 275 and 320(f) of the Companies

Law? No

Brought for: Voting

Majority required for approval: Ordinary majority

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Does the controlling shareholder's ownership grant the majority required for approval? No

Item 4:

Subject: Reappointment of Mr. Eliezer Oren as director in the company for another term until the end of the next annual general meeting.

Category: Appointment or dismissal of a director under sections 59 and 230 of the Companies Law

Type and ID number: Identity card number: 050700855

Is the transaction a private offer requiring approval under section 270(5) of the Companies Law, 1999? No

Is the transaction between the company and a controlling shareholder as per sections 275 and 320(f) of the Companies Law? No

Brought for: Voting

Majority required for approval: Ordinary majority

Does the controlling shareholder's ownership grant the majority required for approval? No

Item 5:

Subject: Reappointment of Mr. Pinchas Greenfeld (independent director) as director in the company for another term until the end of the next annual general meeting.

Category: Appointment or dismissal of a director under sections 59 and 230 of the Companies Law

Type and ID number: Identity card number: 10758209

Is the transaction a private offer requiring approval under section 270(5) of the Companies Law, 1999? No

Is the transaction between the company and a controlling shareholder as per sections 275 and 320(f) of the Companies Law? No

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Brought for: Voting

Majority required for approval: Ordinary majority

Does the controlling shareholder's ownership grant the majority required for approval? No

Attached documents:

• מזכירות חברה\אסיפות כלליות\שנתית\דוח\Matrix\2025 Legal:L](pdf.isa_זימון_אכל_שנתית_111125] :Report Invitation Meeting (pdf.isa_זימון\זימון_אכל_שנתית_111125
• מזכירות חברה\אסיפות כלליות\שנתית\כתב\Matrix\2025 Legal:L](pdf.isa_כתב_הצבעה_111125] :Form Ballot Voting (pdf.isa_הצבעה\כתב_הצבעה_111125
  • Ballot form was attached: Yes
  • Position statements: No
• Candidate Declarations / Other Documents: [2025_סופי_דירקטורים_הצהרות_isa.pdf](L:\Legal 2025\Matrix\אסיפות\חברה מזכירות (pdf.isa_כלליות\שנתית\הצהרות דירקטורים\הצהרות_דירקטורים_סופי_2025
  • Candidate's declaration for serving as director in the corporation: Yes
  • Declaration of independent director: Yes
  • Declaration of external director: No

5. Legal quorum to convene the meeting:

A legal quorum is established when at least two shareholders (including representation by proxy or voting ballot) holding at least 25% of the company's voting rights are present within half an hour of the meeting's scheduled start time.

If no legal quorum is present, the postponed meeting will take place on 24/12/2025 at 12:00 at 3 Atir Yeda St., Kfar Saba.

7. Place and times to review any proposed resolution whose full text is not included above:

At the company's offices: 3 Atir Yeda St., Kfar Saba, Phone: 09-9598810, during normal business hours and by prior arrangement with the company secretary, and also on the company website: http://www.matrix-globalservices.com

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Details of signatories authorized to sign on behalf of the corporation:

1. Adv. Yifat Givol – Legal Department Manager and Corporate Secretary

2. Nevo Brener – CFO

Short name: Matrix

Address: 3 Atir Yeda, Kfar Saba, Zipcode: 4464303, Phone: 09-9598810, Fax: 09-9598050

Email: yifatg@matrix.co.il

Company Website: https://www.matrix-globalservices.com/

Previous names: Romtek Electronics Ltd.

Electronic reporter name: Givol Yifat Position: Legal Advisor and Corporate Secretary

Note: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. Position statements on the matter can be found at the Securities Authority website.