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Melisron Ltd. — Proxy Solicitation & Information Statement 2026
Mar 17, 2026
6914_rns_2026-03-17_58353d1f-7d5a-4f02-b97c-a5a82a4d1361.pdf
Proxy Solicitation & Information Statement
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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.
Melisron Ltd
MELISRON LTD
Registration number: 520037789
To: Israel Securities Authority
www.isa.gov.il
To: Tel-Aviv Stock Exchange Ltd
www.tase.co.il
T460 (Public)
Filed via MAGNA: 17/03/2026
Reference: 2026-01-023267
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 items on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report T138 in parallel.
Is there a possibility of voting via the electronic voting system: Yes
Note: The option in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will obligate the corporation to process all votes received in this system.
Link to the voting system website where voting can be carried out: Voting system
Explanation: Eligible persons entitled to vote in the system will receive their login details to the system from the TASE members.
The corporation reports on: Convening a meeting
Note: In the event of a change in the meeting date (postponement or bringing forward) 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 for convening or postponing the meeting
- Type of security Share
Name of the security giving entitlement: Melisron
The TASE security number that entitles its holder to participate in the meeting 323014
The record date for entitlement to participate and vote in the meeting: 24/03/2026
Explanation: If a meeting is required for more than one security number, a T460 must be reported for each additional security separately. Reports in which additional security numbers are indicated will require submission of an amended report
- On the date: 16/03/2026
It was decided on Convening a meeting Special meeting.
which will be convened on Thursdays on the date: 23/04/2026 at: 17:00
At the address: 1 Abba Eban Boulevard, Bet Merkazim 2001, Herzliya Pituach
- Agenda:
Explanation: Numbering of the items on the agenda will be according to 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.
Extension of the period of the activity demarcation arrangement between the Company and Ms. Liora Ofer, Chairperson of the Company's Board of Directors
Declaration: There is no suitable field for classification
Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: __
Note: This field can be filled in when the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the office of a director, it is required to enter the identification number of the director
Is it a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes
Does the transaction include a private offering No
Regarding how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published in this regard 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-holders meeting where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant legal sections by virtue of which the resolution is required be explained and detailed.
Does the item require disclosure of affiliation or another characteristic of the shareholder voting: __
Note: These values can be selected only where "Declaration: There is no suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder.
In the case of a BONDS-holders meeting
It was decided that there is another matter: __
Details of the other matter
Note: Details of the other matter determine the wording of the declaration that will be included in the internet 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 an option to choose between "Yes"/"No" and an 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 manner of convening the meetings (in the case of a meeting under Section 350):
Note: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will have the option to add the details in a text field.
☐ Disclosure amendment
☐ Minor change or a change that only improves the Company compared to 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
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.
| Change of item / addition of a new item to the agenda pursuant to Regulation 5b of the Companies Regulations ☐ (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000 ☐ Addition of 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 other than an amendment to the terms of the transaction that benefits 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 to pass the resolution on the agenda, in accordance with the provisions of Section 275(a)(3) of the Companies Law, is an ordinary majority of the shareholders present at the meeting, in person or by proxy, entitled to participate in the vote, provided that one of the following is met: (a) In the count of the majority votes at the meeting, a majority of all the votes of the shareholders who do not have a personal interest in approving the resolution participating in the vote will be included; in the count of all the votes of the said shareholders, the abstaining votes will not be taken into account; (b) The total opposing votes from among the shareholders referred to in subsection (a) did 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 adopt the proposed resolution on the subject No |
| 2 The subject / resolution and its details: Approval of the granting of letters of exemption and indemnification to Ms. Rona Angel, a director of the Company, who is a relative of the controlling shareholder of the Company, Ms. Liora Ofer Transaction with a director regarding the terms of his/her office and employment under Section 273(a) of the Companies Law Note: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here Gender: __ Note: This field can be filled in when the resolution is for appointment of an external director only. There is no obligation to indicate gender. Type and identification number Explanation: For resolutions relating to the office of a director, it is required to enter the identification number of the director __ |
| Is it a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes Does the transaction include a private offering No Regarding how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published in this regard 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-holders meeting where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant legal sections by virtue of which the resolution is required be explained and detailed. Does the item require disclosure of affiliation or another characteristic of the shareholder voting: __ Note: These values can be selected only where "Declaration: There is no suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder. _____ |
| In the case of a BONDS-holders meeting It was decided that there is another matter: __ |
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 of the other matter
Note: Details of the other matter determine the wording of the declaration that will be included in the internet 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 an option to choose between "Yes"/"No" and an 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 manner of convening the meetings (in the case of a meeting under Section 350):
Note: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will have the option to add the details in a text field.
- Disclosure amendment
- Minor change or a change that only improves the Company compared to 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 pursuant to Regulation 5b of the Companies Regulations
- (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000
- Addition of 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 other than an amendment to the terms of the transaction that benefits 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 to pass the resolution on the agenda, in accordance with the provisions of Section 275(a)(3) of the Companies Law, is an ordinary majority of the shareholders present at the meeting, in person or by proxy, entitled to participate in the vote, provided that one of the following is met: (a) In the count of the majority votes at the meeting, a majority of all the votes of the shareholders who do not have a personal interest in approving the resolution participating in the vote will be included; in the count of all the votes of the said shareholders, the abstaining votes will not be taken into account; (b) The total opposing votes from among the shareholders referred to in subsection (a) did 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 adopt the proposed resolution on the subject No
3
The subject / resolution and its details:
Extension of the term of Mr. Par Nadir, external director
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 internet voting system. For the conversion table click here
Gender: Male
Note: This field can be filled in when the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the office of a director, it is required to enter the identification number of the director
Identity card number 054097290
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.
Is it a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No
Does the transaction include a private offering
Regarding how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published in this regard 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-holders meeting where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant legal sections by virtue of which the resolution is required be explained and detailed.
Does the item require disclosure of affiliation or another characteristic of the shareholder voting: __
Note: These values can be selected only where "Declaration: There is no suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder.
In the case of a BONDS-holders meeting
It was decided that there is another matter: __
Details of the other matter
Note: Details of the other matter determine the wording of the declaration that will be included in the internet 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 an option to choose between "Yes"/"No" and an 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 manner of convening the meetings (in the case of a meeting under Section 350):
Note: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will have the option to add the details in a text field.
☐ Disclosure amendment
☐ Minor change or a change that only improves the Company compared to 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 pursuant to Regulation 5b of the Companies Regulations
☐ (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000
☐ Addition of 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 other than an amendment to the terms of the transaction that benefits 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
The majority required to pass the proposed resolution on item no. 3 on the agenda (appointment of an external director), in accordance with the provisions of Section 239 of the Companies Law, is an ordinary majority of the shareholders present at the meeting, in person or by proxy, entitled to participate in the vote, provided that one of the following is met: (a) In the count of the majority votes at the general
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.
an ordinary majority meeting, a majority of all the votes of the shareholders who are not the controlling shareholders of the Company or who do not have a personal interest in approving the appointment (other than a personal interest that is not due to their relationship with the controlling shareholder), participating in the vote will be included. In the count of all the votes of the said shareholders, the abstaining votes will not be taken into account; (b) The total opposing votes from among the shareholders referred to in subsection (a) will 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 adopt the proposed resolution on the subject No
3.2. Additional information on the resolutions regarding transactions with a controlling shareholder in accordance with the Securities Regulations (Transaction between a Company and its Controlling Shareholder):
3.2.1. Date of approval of the transaction by the Board of Directors 16/03/2026
3.2.2. Reference number of the preliminary report _, date of its submission _
Main changes made in this report compared to the last version of the preliminary report:
Explanation: To be completed if a preliminary report was submitted
3.2.3. Type of transaction
| No. | Type of transaction | |
|---|---|---|
| 1 | Terms of office and employment of controlling shareholder | |
| 2 | Terms of office and employment of a relative of the controlling shareholder |
3.2.4. Date on which the transaction comes into effect 19/04/2026
3.2.5. ☐ Transaction that is not provision of services/terms of office and employment
Duration of the transaction in months __
☐ Transaction for provision of services/terms of office and employment
Duration of the transaction in months 36
3.2.6. To the report no financial statements were attached in accordance with Regulation 6(f) of the Securities Regulations (Transaction between a Company and its Controlling Shareholder); name of accountant __
The review report/opinion of the accountant to the attached financial statements is identical to the originally signed copy delivered to the Company.
If financial statements were not attached, specify the reason Other Not required to attach
3.3. The report does not include professional opinions attached:
| No. | Name of the provider of the opinion | Validity date of the opinion |
|---|---|---|
| 1 | _____ | _____ |
Attached meeting convening report: תנאי_isa.pdf
- Attachments
4.1 Attachment of a file including the text of the voting instrument / position statements: תנאי_isa.pdf
YesText of voting instrument
NoPosition statements
Explanation: If a voting instrument and/or a position statement are attached, ensure that they are drafted in accordance with the Companies Regulations (Written Voting and Position Statements), 2005. The Company must compile all the position statements (as defined in Section 88 of the Companies Law in one file) which will indicate the date of publication of the statement, from whom it was received, and reference to the relevant page in the consolidated file.
4.2 Attachment of a file including statements of candidates / other accompanying documents: תנאי_isa.pdf
NoStatement of the candidate to serve as a director in the corporation
NoStatement of an independent director
YesStatement of an external director
Statement of appointment of a representative to a trusteeship
Amended trust deed
Application for approval of a creditors arrangement under Section 350
Other
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 legal quorum for holding the meeting:
A legal quorum shall be constituted, in accordance with Article 59 of the Company's Articles of Association, when there are present, in person or by proxy, two (2) shareholders who together hold at least twenty-five percent (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 30/04/2026, at 17:00,
At the address: 1 Abba Eban Boulevard, Bet Merkazim 2001, Herzliya Pituach.
☐ In the absence of a legal quorum the meeting will not be held.
- The place and times at which each proposed resolution, the full wording of which was not brought in the detailed agenda above, may be reviewed
At the Company's offices, 1 Abba Eban Boulevard, Herzliya Pituach, Sunday-Thursday, during normal business hours, after prior coordination with the Company's Chief of Staff and Company Secretary, Adv. Inbal Zakai-Horev, at telephone: 09-9525516..
Meeting identifier: ____
Note: The meeting identifier is the reference number of the initial report. In the initial report on the meeting this field remains blank.
Details of the authorized signatories on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Oren Hillingar | Chief Financial Officer |
| 2 | Inbal Zakai-Horev | Other |
| Chief of Staff of the Company and Company Secretary |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these Regulations shall be signed by the persons authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the ISA website: click here.
Reference numbers of previous documents on the subject (the reference does not constitute incorporation by reference):
Securities of the corporation are listed for trading on the Tel-Aviv Stock Exchange
Form structure update date: 09/12/2025
Short name: Melisron
Address: Abba Eban1, Bet Merkazim 2001, Herzliya Pituach46120 Telephone: 09-9525555, 09-9525561Fax: 09-9540893
Email: [email protected] Company website:www.melisron.co.il
Previous names of reporting entity:
Name of electronic reporter: Fromer TalPosition: ControllerName of employing company:
Address: Abba Blvd.1, Herzliya46120Telephone: 09-9525555Fax: 073-2767084Email: [email protected]