Matrix IT Ltd. — Proxy Solicitation & Information Statement 2025

Nov 12, 2025

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Matrix IT Ltd. (the Company)

Ballot according to the Companies Regulations (Written Voting and Position Statements), 2005 (Voting by Written Ballot Regulations)

Part One

• 1. Name of the company: Matrix IT Ltd.
• 1. Type of general meeting, date, and place of convening: Annual General Meeting of the company's shareholders, which will be held on Wednesday, December 17, 2025, at 12:00, at the company's oces, 3 Atir Yeda Street, Kfar Saba. If the meeting does not take place due to lack of legal quorum, it will be postponed by one week, to the same day and same time.
• 1. Details of the agenda items and a summary of the proposed resolutions:
  • 3.1 Agenda Item 2 Reappointment of BDO Israel Accountants as the company's external auditors of the company.

For more details, see section 2 of the notice of the General Meeting attached to this ballot (Notice of General Meeting).

Proposed resolution text: To approve the reappointment of the BDO Israel accounting rm (BDO) as the company's external auditors until the end of the next annual general meeting of the company.

3.2 Agenda Items 3 to 5 – Reappointment of all serving directors in the company who are not external directors For more details, see section 3 of the notice of the meeting.

Proposed resolution texts:

• 3.2.1 Agenda Item 3 To reappoint Mr. Guy Bernstein as a director of the company for an additional term until the end of the next annual general meeting of the company.
• 3.2.2 Agenda Item 4 To reappoint Mr. Eliezer Oren as a director of the company for an additional term until the end of the next annual general meeting of the company.
• 3.2.3 Agenda Item 5 To reappoint Mr. Pinchas Greenfeld (independent director) as a director of the company for an additional term until the end of the next annual general meeting of the company.
• 1. Place and hours where the full text of the proposed resolutions can be reviewed:

It is possible to review the notice of call, full text of the proposed resolutions and the format of the ballot at the company's oces, 3 Atir Yeda Street, Kfar Saba, Sunday to Thursday, during regular business hours and by prior arrangement with the company secretary (Phone: 09-9598810), until the date of the meeting convening.

Additionally, the notice of call, the format of the ballot, and the text of any position statements, as dened in section 88 of the Companies Law, if any, may be found on the Distribution Site of the Israel Securities Authority (Distribution Site), at www.magna.isa.gov.il, and on the Tel Aviv Stock Exchange Ltd. (TASE) website at http://maya.tase.co.il and on the company's website at http://www.matrix-globalservices.com.

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Matrix IT Ltd.

1. Required Majority for Passing Decisions on the Agenda:

The majority required to approve each of the resolutions in sections 3.1 and 3.2 above (reappointment of the auditing rm BDO Israel as the company's external auditors and reappointment of the incumbent directors in the company who are not external directors), is a regular majority (i.e., more than fty percent (50%) of all votes of the shareholders participating in the meeting who are entitled to vote and have voted thereat, excluding abstentions).

1. Record Date Determining Shareholder Entitlement to Participate and Vote at the Meeting:

The record date for entitlement to participate and vote at the meeting in accordance with section 182(b) of the Companies Law and regulation 3 of the Companies Regulations (Written Voting and Position Statements), 2005, is Wednesday, November 19, 2025 (the record date).

1. Validity of the Ballot - Requirement to Attach Accompanying Documents and Final Date for Submission:

The ballot will be valid only if the following documents are attached:

Unregistered shareholder¹ – proof of ownership, which is attached to the ballot or sent to the company via the electronic voting system (see section 14 below).

Registered shareholder² – a copy of identity card, passport, or certicate of incorporation.

The ballot and the documents to be attached thereto, as aforementioned, must be delivered to the company's oces up to four (4) hours before the time of convening the meeting. For this purpose, the delivery date is the date on which the ballot and the attached documents were received at the company's oces.

Alternatively, an unregistered shareholder may send proof of ownership to the company via the electronic voting system up until the closing time of the electronic voting system (i.e., up to six (6) hours before the time of convening the meeting).

A ballot not submitted in accordance with the provisions of this section will be invalid.

1. Voting via the Electronic Voting System:

An unregistered shareholder is also entitled to vote via the electronic voting system.

Voting via an electronic ballot will be possible from the end of the record date and up to six (6) hours prior to the meeting time (the system closing time), at which point the electronic voting system closes. Voting in the electronic voting system can be changed or cancelled up until the closing time of the system, and no changes will be possible via the electronic voting system thereafter.

It should be noted that according to section 83(d) of the Companies Law, if a shareholder votes in more than one way, their later vote will count, where for this purpose, a vote by the shareholder personally, by proxy, or by a regular ballot delivered to the company oces shall be deemed later than a vote via the electronic voting system.

1. Address for Submission of Ballots and Position Statements:

Company oces, 3 Atir Yeda Street, Kfar Saba, attention Adv. Yifat Gevaul, Head of Legal Department and Company Secretary (Phone: 09-9598810).

1. Final Date for Submission of Position Statements by Shareholders to the Company:

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

1. Final Date for the Board's Response to the Position Statements:

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

A person on whose behalf a share is registered with a TASE member, and that share is included among the shares registered in the shareholder register in the name of the Registration Company. 1

A shareholder registered in the shareholder register. 2

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1. Addresses of the Distribution Website and the Stock Exchange Website where the Ballots and Position Statements (if any) are Available:

Distribution Website: www.magna.isa.gov.il

Stock Exchange Website: http://maya.tase.co.il

13. Proof of Ownership:

An unregistered shareholder is entitled to receive the proof of ownership at the branch of the stock exchange member through whom they hold their shares, or by mail to their address against postage fees only, if they requested so. Such a request should be made in advance for a specic securities account.

Additionally, an unregistered shareholder may instruct that their proof of ownership be transferred to the company via the electronic voting system.

1. An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the ballot and position statements (if provided) on the distribution website, from the stock exchange member through whom they hold their shares, unless the shareholder has informed the stock exchange member that they do not wish to receive such a link or that they wish to receive the ballots by mail for a fee. Their notication regarding the ballots will also apply to receiving position statements.

Additionally, any shareholder may contact Adv. Yifat Gevaul, Head of the Legal Department and Company Secretary (Phone: 09-9598810; Fax: 09-9598050), and receive, free of charge, the text of the ballot, or with their consent, a link to the text of the ballot on the distribution website, as well as any position statements received by the company, if any.

1. Review of Ballots and Voting Records via the Electronic Voting System:

One or more shareholders holding shares representing ve percent (5%) or more of the total voting rights in the company (i.e., holding 3,181,651 ordinary shares of the company), as well as those holding such a percentage of voting rights not held by the controlling shareholder of the company, as dened in section 268 of the Companies Law (i.e., holding 1,650,490 ordinary shares of the company), are entitled, themselves or through an agent, after the meeting, to review at the company's oces (address specied in section 10 above), during regular business hours, the ballots and voting records via the electronic voting system received by the company.

16. Changes to the Agenda:

After the publication of the ballot, changes may be made to the agenda, including the addition of a topic to the agenda, and position statements may be published. The updated agenda and position statements (if any) can be reviewed in the company's reports published on the distribution website.

A request by a shareholder under section 66(b) of the Companies Law to include a topic on the agenda of the general meeting must be submitted to the company up to seven (7) days after the notice convening the meeting. If such a request is submitted, the topic may be added to the agenda and its details will appear on the distribution website. In such a case, the company will prepare an updated agenda and a revised ballot and will publish them no later than seven (7) days after the last date for submitting a shareholder request to include a topic on the agenda.

The shareholder shall indicate their vote on the matters on the agenda on the second part of this ballot.

The shareholder shall indicate their vote on the matters on the agenda on the second part of this ballot.

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Matrix IT Ltd.

Ballot Pursuant to the Companies Regulations (Written Voting and Position Statements), 2005

Part Two

Company Name: Matrix IT Ltd. (the Company) Company Address (for delivery and submission of ballots): Company oces, 3 Atir Yeda Street, Kfar Saba, to the attention of

Adv. Yifat Gevaul, Head of the Legal Department and Company Secretary (Telephone: 09-9598810).

Company Number: 52-003941-3

Date of Meeting: Wednesday, December 17, 2025, at 12:00.

Type of Meeting: Annual General Meeting. Record Date: Wednesday, November 19, 2025.

Shareholder Information:

1. ShareholderName:
2. IDNumber:
3. IftheshareholderdoesnothaveanIsraeliID:
PassportNumber:
CountryofIssue:
ValidUntil:
4. Iftheshareholderisacorporation:
CorporationNumber:
CountryofIncorporation:

1. Interested Party, Senior Ocer, Institutional Body

undened	Yes	No
Areyouaninterestedparty³inthecompany?
Areyouaseniorocer⁴inthecompany?
Areyouaninstitutionalinvestor⁵?

Interested Party – as dened in section 1 of the Securities Law, 1968 (Securities Law). 3

Senior Ocer – as dened in section 37(d) of the Securities Law. 4

Institutional Investor – as dened in regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Management Company in a General Meeting), 2009, as well as a manager of a mutual fund as dened in the Joint Investment Trust Law, 1994. 5

3 Interested Party – as dened in section 1 of the Securities Law, 1968 (Securities Law). 4 Senior Ocer – as dened in section 37(d) of the Securities Law. 5 Institutional Investor – as dened in regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Management Company in a General Meeting), 2009, as well as a manager of a mutual fund as dened in the Joint Investment Trust Law, 1994.

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The shareholder shall indicate their vote on the matters on the agenda on the second part of this ballot.

Matrix IT Ltd.

Ballot Pursuant to the Companies Regulations (Written Voting and Position Statements), 2005

Part Two

Manner of Voting
DateSignature
-Forshareholdersholdingsharesthroughavalidonlywhenaccompaniedbyproofof	TASEmember(accordingtosection177(1)ownership.	oftheCompaniesLaw)–thisballotis
-Forshareholdersregisteredinthecompany'sidentitycard/passport/certicateof	shareholdersregister–thisballotisvalidincorporation.	onlywhenaccompaniedbyacopyofan
undened	undened	undened
*)Failure to mark will be considered as abstaining from voting on that matter.

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