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Migdal Insurance and Financial Holdings Ltd.
MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD
Registrar number: 520029984

To: Israel Securities Authority
www.isa.gov.il

To: Tel-Aviv Stock Exchange Ltd.
www.tase.co.il

T460 (Public)
www.tase.co.il

Filed via MAGNA: 25/03/2026
Reference: 2026-01-026737

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 it possible to vote using the electronic voting system: Yes

Note: The option to select 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 oblige the corporation to process all the votes received in this system.

Link to the voting system website where it is possible to vote: The voting system

Explanation: Eligible voters entitled to vote in the system will receive the access details to the system from the exchange members.

The corporation announces: Convening a meeting

Note: In case of a change in the meeting date (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 postponement of the meeting

Type of security Share

Name of the security conferring entitlement: Migdal Insurance Holdings NIS 0.01

The number of the security on the stock exchange that entitles its holder to participate in the meeting 1081165

The record date for entitlement to participate and vote in the meeting: 30/03/2026

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 indicated will require submission of a corrective report.

On the date: 24/03/2026

It was decided on Convening a meeting. Special meeting ______,

to be convened on Wed. on the date: 29/04/2026 at: 12:00

At the address: 4 Efal Street, Petah Tikva

Agenda:

Explanation: Numbering of the items on the agenda will be in accordance with the order of their appearance in the meeting notice report if attached as a file.

Items/resolutions to be raised at the meeting:

The subject / resolution and its details:

Approval of the reappointment of Ms. Orna Hozman Bechor as an external director for an additional term of three years

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: Female

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 a director, the identification number of the director must be entered.

ID number024570202

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

Regarding the manner of completing this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link

Explanation for 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 fit any field in the table of law sections, select the field "Declaration: No suitable field for classification" and choose "Yes" transaction with controlling shareholder.

Only in the case of a BONDS meeting that is not a transaction with a controlling shareholder, and no suitable field was found in the table, it is necessary to explain and detail the relevant sections of law by virtue of which the resolution is required.

Does the subject require disclosure of affiliation or another characteristic of the voting shareholder: __

Note: These values can be selected only where "Declaration: 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 on the existence of 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 the option to choose between "Yes"/"No" and to add details in case 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 requirement 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 one that only benefits the company compared with the wording of the resolution detailed in the last report

☐ Removed from the agenda

☐ The subject was discussed in 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 Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000

☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows:

Explanation: After the record date, no amendment may be made to the resolution except an amendment in the terms of the transaction that improves the company's position or a minor change. Likewise, after the record date no new subjects may 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 submitted 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, 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 approval of the appointment, except a personal interest that is not a result of their ties with the controlling shareholder, participating in the vote, will be included; in counting all the votes of the aforesaid shareholders, abstentions will not be taken into account; a person who has a personal interest will be subject to the provisions of section 276 of the Companies Law, mutatis mutandis; (b) The total opposing votes among the aforesaid shareholders in subsection (b) above did not exceed two percent (2%) of all the voting rights in the company.

Will the controlling shareholder's percentage of holdings in the corporation's shares grant the controlling shareholder the majority required to pass the proposed resolution on the subject No

Attached meeting notice report: Meeting Notice Report.isa.pdf

4. Attachments

4.1 Attach file including the text of the proxy/position statements: Proxy_Card.isa.pdf

YesText of proxy card

NoPosition statements

Explanation: If a proxy card 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 consolidate all position statements (as defined in section 88 of the Companies Law) in one file in which the date of publication of the statement, from whom it was received, and a reference to the relevant page in the consolidated file shall be indicated.

4.2 Attach file including candidates' declarations / other accompanying documents: Declaration Orna.isa.pdf

NoDeclaration of the candidate to serve as a director in the corporation

NoIndependent director's declaration

YesExternal director's declaration

Description of appointment of a representative for the trustee committee

Application for approval of creditors' arrangement under section 350

Other

The legal quorum for holding the meeting:

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

In the absence of a legal quorum, the adjourned meeting will be held on 06/05/2026, at 12:00,

At the address: 4 Efal Street, Petah Tikva.

In the absence of a legal quorum, the meeting will not be held.

The place and times at which every proposed resolution whose wording was not brought in full in the detailed agenda above can be reviewed

The documents may be reviewed at the company offices, after prior coordination with the company secretariat Sunday through Thursday between 09:00 and 16:00 (excluding holiday eves and holidays), at telephone number 076-8868182..

Meeting identifier:

Note: The meeting identifier is the reference number of the initial report. In the initial report of the meeting this field remains blank.

Details of the authorized signatories on behalf of the corporation:

	Name of signatory	Position
1	Sarit Perlmutter-Sugarman, Adv.	Other Company Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted pursuant to these regulations shall be signed by the persons authorized to sign on behalf of the corporation. Staff position on the matter can be found on the Authority's website: click here.

Reference numbers of previous documents on the subject (the mention does not constitute inclusion by way of reference):

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

Form structure update date: 09/12/2025

Short name: Migdal Insurance

Address: Efal4, Petah Tikva4951229 Telephone: 076-8868962, 076-8868959Fax: 03-9238988

Email: [email protected] Company website: www.migdal.co.il

Previous names of reporting entity: Migdal Insurance Holdings Ltd.

Electronic reporter name: Noam HavzlikhPosition: Chief Legal CounselEmployer company name: Migdal Insurance Company Ltd.

Address: Efal 4, Petah Tikva4951229Telephone: 076-8868101Fax: Email: [email protected]

AI assistant

Migdal Insur. Proxy Solicitation & Information Statement 2026

6927_rns_2026-03-25_91606a0a-be17-4a0c-bacc-21d1b8a470ba.pdf

Type and identification number

In the case of a BONDS meeting

Request for additional details from the holders:

4. Attachments

AI assistant

Migdal Insur. — Proxy Solicitation & Information Statement 2026

6927_rns_2026-03-25_91606a0a-be17-4a0c-bacc-21d1b8a470ba.pdf

Type and identification number

In the case of a BONDS meeting

Request for additional details from the holders:

4. Attachments

More from Migdal Insur.

Migdal Insur. Proxy Solicitation & Information Statement 2026