AI assistant
Matrix IT Ltd. — Proxy Solicitation & Information Statement 2026
Mar 15, 2026
6905_rns_2026-03-15_fc2e3055-a214-4c09-ba9d-09449b24bbad.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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.
Matrix I.T. Ltd.
MATRIX IT LTD
Number in the Register: 520039413
To: Israel Securities Authority
www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd.
www.tase.co.il
T460 (Public)
Transmitted via MAGNA: 15/03/2026
Reference: 2026-01-022648
Immediate report on a meeting
Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 1970
Explanation: If one of the items on the agenda of the meeting is the approval of a transaction with a controlling shareholder or the approval of an extraordinary proposal, there is no need for a concurrent T138 report.
Is it possible to vote using the electronic voting system: Yes
Note: The option to choose this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not registered for trading. Use of the voting system will require the corporation to process all votes received in this system.
Link to the voting system website where it is possible to vote: Voting system
Explanation: Eligible persons entitled to vote in the system will receive the access details to the system from the TASE members.
The corporation announces: Convening a meeting
Note: In the event of a change in the date of the meeting (postponement or advancement), select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".
The reference number of the last notice of the meeting is _, which was convened for the date _.
Reason for postponement or cancellation: __
Explanation: Reference should be made to the reference number of the last notice of convening or postponing the meeting
- Type of security Share
Name of the entitling security: Matrix ord. NIS 1
The TASE security number entitling its holder to participate in the meeting 445015
Record date for entitlement to participate and vote in the meeting: 23/03/2026
Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are specified will require sending a corrected report.
- On the date: 12/03/2026
It was decided on Convening a meeting Special meeting
which will convene on Monon the date: 20/04/2026 at: 12:00
At the address: 3 Atir Yeda Street, Kfar Saba
- Agenda:
Explanation: The numbering of the items on the agenda will be in accordance with their order of appearance in the meeting convening report if attached as a file.
Items/resolutions to be raised at the meeting:
1
The subject / resolution and its details:
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.
To appoint Mr. Shmuel Michovitz as an external director of the company for a (first) term of 3 years, commencing on the date of approval of the appointment by the general meeting.
Appointment / extension of term of an external director as stated in Sections 239(b) or 245 of the Companies Law
Note: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here
Gender: Male
Note: Filling in this field is possible when the resolution is for the appointment of an external director only.
There is no obligation to state gender.
Type and identification number
Explanation: For resolutions relating to the term of office of a director, it is required to enter the identification number of the director
Identity card number 022455216
Is this a transaction between the company and its controlling shareholder as mentioned in Sections 275 and 320(f) of the Companies Law? No
Does the transaction include a private offering
Regarding how to fill out this section and the exemption granted to companies from a parallel report of an additional form, see the notice to companies published on the matter at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution
Explanation: In a transaction with a controlling shareholder that does not fit any field in the law sections table, select the field "Declaration: There is no suitable field for classification" and select "Yes" for a transaction with a controlling shareholder.
Only in the case of a bonds meeting that is not a transaction with a controlling shareholder, and no suitable field is found in the table, is it necessary to explain and detail the relevant law sections by virtue of which the resolution is required.
Does the item require disclosure of affiliation or other characteristic of the voting shareholder: __
Note: These values can be chosen only if "Declaration: There is no suitable field for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
In the case of a bonds meeting
It was decided that there exists another matter of interest: __
Details of the other matter of interest
Note: The details of the other matter of interest determine the wording of the declaration that will be included in the online voting system. A question must be formulated so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will have the option of choosing between "Yes" / "No" and the option to add details if the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the way the meetings are convened (in the case of a meeting according to Section 350):
Note: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add the details in a free-text field.
☐ Disclosure amendment
☐ Minor change or change which only serves to benefit the company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The item was discussed at a previous meeting
☐ Change of item / addition of a new item to the agenda by court order
Change of item / addition of a new item to the agenda according to Regulation 5b of the Companies Regulations
☐ (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Adding an Item to the Agenda), 2000
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.
| ○ Adding a new item to the agenda after the record date due to a technical error, as follows: Explanation: After the record date, it is not possible to amend the resolution except for an amendment in the terms of the transaction that is beneficial to the company or a minor change. Likewise, after the record date it is not possible to add new items to the agenda except by court order or in accordance with Regulation 5b of the Notice and Announcement Regulations. | |
|---|---|
| The resolution on the agenda is brought to a vote | |
| Type of majority required for approval Not an ordinary majority | The majority required in order to approve the resolution on the agenda item (the appointment of Mr. Shmuel Michovitz as an external director of the company for a period of 3 years) is an ordinary majority of the votes of the shareholders participating in the vote, provided that one of the following is met: (1) In the count of the majority votes there shall be included at least a majority of all the votes of the shareholders who are not controlling shareholders of the company or who do not have a personal interest in approving the extension of the term as aforesaid, and who are participating in the vote. In the count of all the votes of the aforesaid shareholders, abstaining votes shall not be taken into account. A person having a personal interest shall be subject to the provisions of Section 276 of the Companies Law, with the necessary changes; (2) The total opposing votes among the shareholders referred to in subsection (1) above shall not exceed two percent (2%) of all the voting rights in the company. |
| Will the percentage of holdings of the controlling shareholder in the company's shares grant the controlling shareholder the majority required to pass the proposed resolution on the item No |
Attachment of the meeting convening report: Immediate_report_convening_special_GM_150326_final_isa.pdf
4. Attachments
4.1 Attachment of a file including the wording of the proxy card / position statements: Proxy card 150326 final isa.pdf
YesWording of proxy card
NoPosition statements
Explanation: If a proxy card and/or a position statement is attached, it should be ensured that they are drawn up in accordance with the Companies Regulations (Written Voting and Position Statements), 2005. The company shall compile all position statements (as defined in Section 88 of the Companies Law) in a single file, stating the date of publication of the statement, from whom it was received, and a reference to the relevant page in the consolidated file.
4.2 Attachment of a file including candidate declarations / other accompanying documents:
Declarations_candidate_for_external_director_final_150326_isa.pdf
NoDeclaration of the candidate to serve as a director in the corporation
NoDeclaration of an independent director
YesDeclaration of an external director
Declaration of appointment of a representative to the trusteeship
Amended trust deed
Application for approval of a creditors' arrangement according to Section 350
Other
- The legal quorum for holding the meeting:
A legal quorum shall be constituted when at least two shareholders (including presence by proxy or by proxy card) are present, who together hold at least $25\%$ of the voting rights in the company, within half an hour from the time set for the opening of the meeting.
- In the absence of a legal quorum, the adjourned meeting will be held on 27/04/2026, at 12:00,
At the address: 3 Atir Yeda Street, Kfar Saba.
In the absence of a legal quorum the meeting will not be held.
- The place and times at which any proposed resolution whose full wording was not brought in the agenda section above may be reviewed
At the offices of the company, at 3 Atir Yeda Street, Kfar Saba, telephone: 09-9598810, during normal working hours and by prior arrangement with the company secretary, and also on the company's website at: http://www.matrix-globalservices.com..
Meeting ID:
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: The meeting ID is the reference number of the initial report. In the initial report on the meeting this field remains empty.
Details of the authorized signatories on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Adv. Yifat Gevaul | Other |
| Head of the Legal Department and Company Secretary | ||
| 2 | Nevo Brener | Chief Financial Officer |
Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted under these regulations shall be signed by those authorized to sign on behalf of the corporation. The staff's position on this matter can be found on the ISA website: click here.
Reference numbers of previous documents on the subject (the mention does not constitute incorporation by reference):
| Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange | Date of last form structure update: 09/12/2025 |
|---|---|
| Short name: Matrix | |
| Address: Atir Yeda 3, Kfar Saba 4464303 | Telephone: 09-9598810, Fax: 09-9598050 |
| Email: [email protected] | Company website: https://www.matrix-globalservices.com/ |
Previous names of reporting entity: Romtech Electronics Ltd.
Name of electronic reporter: Gevaul YifatPosition: Legal Counsel and Company SecretaryName of employing company: Address: Atir Yeda 3, Kfar Saba4464303Telephone: 09-9598810Fax: 09-9598050Email: [email protected]