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Migdal Insur. — Proxy Solicitation & Information Statement 2026
Mar 25, 2026
6927_rns_2026-03-25_32cfa144-512a-4573-ae70-650b8fc29a4f.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. .
Migdal Insurance and Financial Holdings Ltd.
Voting Paper
According to the Companies Regulations (Voting in Writing and Position Notices), 5766-2005
("the Regulations")
Part One
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Company Name: Migdal Insurance and Financial Holdings Ltd. ("the Company").
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Type of General Meeting, Time, and Location of Convention: Special General Meeting of the Company's shareholders ("the Meeting").
The Meeting will convene on Wednesday, April 29, 2026, at 12:00, at the Company's offices at 4 Efal St., Petah Tikva ("the Company's offices"). If the Meeting is adjourned, it will be held on Wednesday, May 6, 2026, at the same time and place, without any obligation to notify the shareholders.
- Details of the agenda item (voting via voting paper is possible):
Approval of the re-appointment of Ms. Orna Hazman Bechor as an external director for an additional three-year term:
Proposed resolution version: To re-approve the appointment of Ms. Orna Hazman Bechor as an external director of the Company for a second three-year term, beginning on May 28, 2026.
Every shareholder of the Company may review the full version of the proposed resolution at the Company's offices at 4 Efal St., Petah Tikva, after prior coordination with the Company's secretariat on Sundays through Thursdays between 09:00 and 16:00 (excluding holiday eves and holidays), at telephone no. 076-8868182. Furthermore, this report can be viewed on the website of the Securities Authority at: www.magna.isa.gov.il and on the Stock Exchange website at: www.maya.tase.co.il.
- The majority required at the General Meeting to approve the resolution on the Meeting's agenda
4.1. The majority required for the approval of the resolution on the agenda, in accordance with Section 239(b) of the Companies Law, is a majority of the votes of the shareholders present and participating in the General Meeting or the adjourned General Meeting, provided that one of the following is met:
4.1.1. The count of the majority votes in the General Meeting shall include a majority of all the votes of the shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the appointment, except for a personal interest that is not a result of ties with the controlling shareholder, participating in the vote; in the count of all votes of the aforementioned shareholders, the votes of those abstaining shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes.
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.
4.1.2. The total votes of those opposing among the shareholders mentioned in Section 4.1.1 above did not exceed a rate of two percent (2%) of all voting rights in the Company.
- Validity of the Voting Paper:
5.1. The voting paper shall be valid only if the following documents are attached to it and if it was delivered to the Company at its registered office (including via registered mail) up to four (4) hours before the time of the Meeting:
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.
5.1.1. Unregistered shareholder¹: Confirmation of ownership or sending confirmation of ownership to the company via the electronic voting system.
5.1.2. Registered shareholder²: Photocopy of identity card, passport or certificate of incorporation.
5.1.3. A voting paper not submitted in accordance with this section shall be invalid.
5.1.4. For this purpose, the time of submission to the company is the time when the voting paper and the documents attached to it reached the company's offices.
5.2. Without derogating from the above, an unregistered shareholder may vote via the electronic voting system, as detailed in Section 7 of the meeting invitation report, until the system closing time, six (6) hours before the meeting time.
It should be emphasized that in Part B of this voting paper, space is allocated for marking the existence or absence of a personal interest, as required by the provisions of Section 276 of the Companies Law, and for describing the personal interest. For anyone who did not mark the existence or absence of a personal interest as stated or did not describe the nature of the personal interest, their vote will not be counted.
- Company's address for delivery of voting papers and position statements: Company offices, 4 Efal St., Petah Tikva; Phone no. 076-8868182, Fax: 03-9238988.
The deadline for submitting position statements to the company: 10 days before the meeting date. The company's board of directors may submit its response to the position statements up to five (5) days before the meeting date.
Address of the distribution site of the Israel Securities Authority where the voting papers and position statements are available:
http://www.magna.isa.gov.il
Address of the Stock Exchange website where the voting papers and position statements are available:
http://maya.tase.co.il
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It is noted that after the publication of the voting paper there may be changes to the agenda, including adding an item to the agenda, and position statements may be published, and it will be possible to view the updated agenda and the position statements published in the company's reports on the sites mentioned above.
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A shareholder is entitled to receive the confirmation of ownership at a branch of the TASE member or by mail, if requested, and a request for this purpose shall be given in advance to a specific securities account, and that an unregistered shareholder may instruct that their confirmation of ownership be transferred to the company via the electronic voting system.
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An unregistered shareholder is entitled to receive by email, free of charge, a link to the version of the voting paper and the position statements on the distribution site, from the TASE member through which they hold their shares, unless they notified the TASE member that they do not
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.
wish to receive such a link or that they wish to receive voting papers by mail for payment; their notice regarding the voting papers shall also apply regarding the receipt of position statements.
- Inspection of voting papers:
One or more shareholders holding on the record date shares at a rate constituting five percent or more of the total voting rights in the company, as well as anyone who holds such a rate out of the total voting rights which are not held by a controlling shareholder of the company as defined in Section 268 of the Companies Law, is entitled by themselves or via a proxy on their behalf, after the general meeting is convened, to inspect at the registered office of the company, during normal business hours, the voting papers and the voting records via the electronic voting system that reached the company, as detailed in Regulation 10 of the Written Voting Regulations.
- An unregistered shareholder is someone whose right is registered with a TASE member and that share is included among the shares registered in the shareholders' register in the name of a nominee company.
- A registered shareholder is someone who is registered as a shareholder in the shareholders' register of the company.
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.
The amount of shares constituting 5% of the total voting rights in the company is: 52,897,085 ordinary shares of the company.
The amount of shares constituting 5% of the total voting rights in the company that are not held by the controlling shareholder is: 28,835,373 ordinary shares of the company.
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Indication of the manner of voting: A shareholder shall indicate the manner of their voting regarding each item on the agenda, for which voting is possible by means of this voting paper, in the second part of the voting paper.
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The deadline by which the company will publish an amended voting paper, as may be required: Insofar as an addition of an item to the agenda of the general meeting is requested, the deadline by which the company will publish an amended voting paper shall be 14 days from the date of the meeting's summons.
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Cancellation of the voting paper: A shareholder is entitled, up to 24 hours before the time of the convening of the general meeting, to contact the company's registered office, and after proving their identity to the satisfaction of the company secretary, or another employee appointed for this purpose, to withdraw their voting paper and proof of ownership.
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.
Proxy Statement - Part Two
Company Name: Migdal Insurance and Financial Holdings Ltd.
Company Address (for delivery and mailing of proxy statements): 4 Efal Street, Petah Tikva. Phone No. 076-8868182 Fax: 03-9238988
Company No.: Co. Reg. No. 52-002998-4
Meeting Date: Wednesday, April 29, 2026, at 12:00
If the meeting is postponed, it will be held on Wednesday, May 6, 2026, at the same time and place, without the obligation to notify shareholders
Type of Meeting: Special General Meeting
Record Date: The end of the trading day on the Tel Aviv Stock Exchange Ltd. which will occur on March 30, 2026.
Shareholder Details:
Shareholder Name:
ID No.:
If the shareholder does not have an Israeli ID card:
Passport No.:
Issuing Country:
Valid Until:
If the shareholder is a corporation:
Corporation No.:
Country of Incorporation:
Interested party, senior officer and institutional investor (please mark the correct answer):
| Are you an interested party3 in the company? | Yes | No |
|---|---|---|
| Are you a senior officer4 in the company? | Yes | No |
| Are you an institutional investor5? | Yes | No |
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.
Voting Method
| Agenda Item | Voting Method¹ | Are you a controlling shareholder or have a personal interest in the approval of the resolution²? | |||
|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | |
| To re-approve the appointment of Ms. Orna Hozman-Bechor as an external director in the company for a second three-year term, starting on May 28, 2026. |
Date: ____
Signature: ____
- Please specify in the designated space on the next page.
¹ Failure to mark will be considered an abstention from voting on that item.
² A shareholder who does not fill out this column or who marks "Yes" and does not specify in the designated space on the next page, their vote will not be counted.
For shareholders holding shares through a TASE member (according to section 177(1) of the Companies Law) - this proxy is valid only when accompanied by a confirmation of ownership except in cases where voting is through the electronic system.
For shareholders registered in the company's shareholder register - this proxy is valid when accompanied by a copy of an ID card / passport / certificate of incorporation.
Details regarding the controlling shareholder or personal interest
The following are details regarding my being a "controlling shareholder" or having a personal interest in the approval of the resolution:
3/25/2026 | 5:48:56 AM