Migdal Insur. — AGM Information 2026

Feb 11, 2026

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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.

Migdal Insurance and Financial Holdings Ltd.
MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD Registration number: 520029984
www.isa.gov.il	To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. T460 ( Public ) Filed via MAGNA: 11/02/2026 www.tase.co.il	Reference:	2026-01-014339
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 approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report on Form T138 in parallel.
Is it possible to vote via the electronic voting system: Yes
through this system.	Note: The option to select this eld 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 require the corporation to process all votes received
	Link to the voting system website where voting can be carried out: The voting system
members.	Explanation: Eligible persons entitled to vote in the system will receive the access details to the system from the TASE
The corporation hereby reports: Convening of 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:
meeting.	Explanation: Reference should be made to the reference number of the last notice regarding convening or postponing the
1. Type of security Share
	Name of the security conferring entitlement: Migdal Insurance Holdings NIS 0.01
	The TASE security number entitling its holder to participate in the meeting 1081165
	The record date for entitlement to participate and vote in the meeting: 17/02/2026
	Explanation: If a meeting is required for more than one security, a separate T460 must be reported for each additional security. Reports in which additional security numbers are specied will require submission of a corrective report.
2. On the date: 11/02/2026
	It was decided on Convening of a meetingSpecial meeting,
to be held on Wed.on the date:	18/03/2026 at: 12:00
At the address: 4 Efal Street, Petah Tikva
3. Agenda:
meeting notice report if attached as a le.	Explanation: The numbering of the items on the agenda will be in accordance with the order of their appearance in the
Items/resolutions to be raised at the meeting:

1

The subject / resolution and its details:

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Approval of the company's proposed compensation policy
Approval of compensation policy pursuant to section 267A(a) 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:
Note: Completing this eld is possible only where the resolution is for the appointment of an external director only. There is no obligation to state gender.
Type and identication number
Explanation: For resolutions relating to service as a director, the director's identication number must be entered.
Is this 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
With regard to how to complete this section and the exemption granted to companies from parallel reporting on 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 the Securities Law or another law for approval of the resolution
Explanation: For a transaction with a controlling shareholder that does not t any eld in the table of legal sections, select the eld "Declaration: No appropriate eld for classication exists" and select "Yes" for a transaction with a controlling shareholder.
Only in the case of a Series 7 BONDS meeting, where this is not a transaction with a controlling shareholder and no appropriate eld is found in the table, should the relevant sections of the law by virtue of which the resolution is required be explained and detailed.
Does the item require disclosure of the afliation or other characteristic of the voting shareholder: Note: These values may be selected only where "Declaration: No appropriate eld for classication exists" was selected 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 another matter exists:
Details of the other matter
Note: Details of the other matter determine the wording of the declaration to be included in the online voting system. A question must be phrased such that the answer will be in the format "Yes"/"No". The question will appear in the voting system alongside the resolution on the agenda, and the voter will have the option of choosing between "Yes"/"No" and the option to add details where 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 pursuant to section 350):
Note: This eld determines the wording of the requirement for additional details to be included in the online voting system. The voter will have the option to add the details in a text eld.
Disclosure amendment
Minor change or a change that only benets the company as compared with the wording of the resolution set out in the last report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of a new subject to the agenda by court order Change of subject / addition of a new subject to the agenda pursuant to Regulation 5B of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
Add a new subject to the agenda after the record date due to a technical error, as specied:

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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.

Explanation: After the record date, a resolution may not be amended except for an amendment to the transaction terms that is benecial to the company or a minor change. Also, after the record date, new subjects may not be added 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

_________

(a) In counting the votes of the majority at the general meeting, the 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 resolution, participating in the vote, shall be included; in counting the votes of the aforesaid shareholders, abstentions shall not be taken into account; ^a person who has ^a personal interest shall be subject to the provisions of section 276 of the Companies Law, with the necessary changes; (b) The total number of opposing votes among the shareholders referred to in subsection (a) above did not exceed 2% of all the voting rights in the company

Will the percentage holdings of the controlling shareholder in the company's shares grant the controlling shareholder the majority required to adopt a resolution on the subject No

Attached meeting notice report: 11022026_isa.pdf

• 1. Attachments
• 4.1 Attach le including the wording of the proxy statement / position statements: 110220261_isa.pdf

YesWording of proxy statement

NoPosition statements

Explanation: If a proxy statement and/or position statement is attached, it must be ensured that they are prepared in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The company must consolidate all position statements (as dened in section 88 of the Companies Law) in a single le, in which the date of publication of the statement, from whom it was received, and a reference to the relevant page in the consolidated le will be indicated.

4.2 Attach le including candidates' declarations / other accompanying documents:
Declaration of the candidate to serve as a director in the corporation
Declaration of an independent director
Declaration of an external director
Declaration of appointment of a representative to the noteholders' committee
Amended trust deed
Application for approval of a creditors' arrangement pursuant to section 350
Other

1. The quorum for holding the meeting:

A legal quorum for holding the general meeting shall be constituted when at least two shareholders are present, in person or by proxy (including by proxy statement or voting via the electronic voting system), who together hold at least 50% of the voting rights in the company, within half an hour from the time set for the opening of the general meeting..

• 1. In the absence of a legal quorum, the adjourned meeting will be held on 25/03/2026, at 12:00, At the address: ⁴ Efal Street, Petah Tikva.
• In the absence of a legal quorum, the meeting will not be held.
• 1. The place and times at which any proposed resolution whose full wording was not brought in the detailed agenda above may be reviewed

The documents may be reviewed at the company's ofces, after prior coordination with the company secretariat, Sunday to Thursday between 9:00 and 16:00 (excluding holiday eves and holidays) at telephone 076-8868182..

Meeting identier: _________

Note: The meeting identier is the reference number of the initial report. In the initial report on the meeting, the eld remains blank.

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

Name of signatory	Position
1 Adv. Sarit Perlmutter-Shugarman	Company Secretary

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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.

Explanation: Under Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) (1970), a report submitted pursuant to these regulations shall be signed by the persons 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 reference is not incorporation by reference):

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange

Date of last form structure update: 09/12/2025

Short name: Migdal Insurance

Address: Efal4 , Petah Tikva4951229 Telephone: 076-8868962 , 076-8868959Fax:

03-9238988

Email: migdalhold@migdal.co.il Company website:www.migdal.co.il

Previous names of reporting entity: Migdal Insurance Holdings Ltd.

Name of electronic reporter: Perlmutter-Shugarman SaritPosition: Company SecretaryName of employing company:

Migdal Insurance Company Ltd.

Address: Efal4 , Petah Tikva4951229Telephone: 076-8868962Fax: Email: saritper@migdal.co.il