AI assistant
Mivne Real Estate (K.D.) Ltd. — Proxy Solicitation & Information Statement 2026
Apr 16, 2026
6930_rns_2026-04-16_7fd737d1-5f34-4ccf-9305-43757a458e1e.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.
| Mivne Real Estate (K.D) Ltd | |
|---|---|
| MIVNE REAL ESTATE (K.D) LTD | |
| Registration number: 520024126 | |
| To: Israel Securities Authority | To: Tel-Aviv Stock Exchange Ltd. |
| --- | --- |
| www.isa.gov.il | www.tase.co.il |
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 parallel T138 report.
Is it possible to vote via the electronic voting system: Yes
Note: The option of choosing this field is only for foreign corporations (that are 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 the votes received in this system.
Link to the voting system website where it is possible to vote: The voting system
Explanation: Eligible persons who are 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 case of a change in the date of the meeting (postponement or advancement), "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date" must be selected.
The reference number of the last notice regarding 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 entitlement security: Mivne NIS 1
The TASE security number entitling the holder to participate in the meeting 226019
The record date for entitlement to participate and vote at the meeting: 27/04/2026
Explanation: If a meeting is required for more than one security, a T460 report must be filed for each additional security separately. Reports in which additional security numbers are specified will require the submission of an amended report.
- On the date: 30/03/2026
It was decided on Convening a meeting Special meeting
which will convene on Thursday on the date: 28/05/2026 at: 14:00
At the address: At the company offices, 7 Totsrat Haaretz St. (7th floor), Tel Aviv
- Agenda:
Explanation: Numbering of the items on the agenda will be according to the order of their appearance in the meeting notice report if attached as a file.
Subjects/resolutions to be raised at the meeting:
- 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.
Approval of the update of the terms of service and employment of the Company CEO
Transaction with the CEO regarding the terms of his service and employment pursuant to Section 272(c1)(1) of the Companies Law
Attention: A value from this table determines the wording of the shareholder declaration in the online voting system. For the conversion table click here
Gender: __
Attention: Filling in this field is possible only when the resolution is for the appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the tenure of a director, the director's identification number must be entered.
Explanation: In 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 No
Regarding how to fill in 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 the approval of the resolution
Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, the field "Declaration: no suitable field for classification" should be selected and "Yes" chosen for transaction with a controlling shareholder.
Only in the case of a bonds holders meeting where this is not a transaction with a controlling shareholder, and no suitable field is found in the table, an explanation and details of the relevant statutory sections by virtue of which the resolution is required must be provided.
Does the subject require disclosure of a connection or other characteristic of the voting shareholder: __
Attention: These values may only be selected 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 holders meeting
It was decided that another matter exists: __
Details of the other matter
Attention: Details of the other matter determine the wording of the declaration that will be included in the online voting system. A question should be drafted so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and 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):
Attention: 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 text field.
☐ Disclosure correction
☐ Immaterial 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 subject was discussed in a previous meeting
☐ Change of subject / addition of a new subject 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 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 detailed: Explanation: After the record date, it is not possible to correct the resolution except for an improvement in the terms of the transaction in favor of the company or an immaterial change. Likewise, after the record date, it is not possible to add new items to the agenda except by court order or pursuant to Regulation 5b of the Notice and Announcement Regulations. |
|---|
| The resolution on the agenda is brought for a vote |
| Type of majority required for approval Not an ordinary majority An ordinary majority of all the votes of the shareholders voting at the meeting, provided that one of the following is met: (a) The count of the majority votes at the general meeting will include a majority of all the votes of the shareholders who are not the controlling shareholders of the company or holders of a personal interest in the approval of the compensation policy, who participate in the vote; in the count of all the votes of such 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, with the necessary changes; (b) The total opposing votes from among the shareholders referred to in subsection (a) did not exceed 2% of all the voting rights in the company. Notwithstanding the aforesaid, since the company is not a public subsidiary company (as defined in Section 267a(c) of the Companies Law), the board of directors of the company may determine the compensation policy even if the general meeting opposed its approval, provided that the compensation committee and thereafter the board of directors resolved, on the basis of detailed reasons and after re-discussing the compensation policy, that the approval of the compensation policy despite the objection of the general meeting is for the benefit of the company. |
| Will the percentage of holdings of the controlling shareholder in the corporation's shares grant the controlling shareholder the majority required for the adoption of the proposed resolution on the subject No |
Attachment of the meeting notice report: דמון אפיפה תנאי העסקת תנאי (sa.pdf)
4. Attachments
4.1 Attachment of a file including the text of a voting deed / position statements: בתב-הצעה -PDFUA (sa.pdf
YesText of voting deed
NoPosition statements
Explanation: If a voting deed and/or position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The company must compile all the position statements (as defined in Section 88 of the Companies Law) in a single 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 will be indicated.
4.2 Attachment of a file 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 representatives committee
Amended deed of trust
Application for approval of a creditors arrangement under Section 350
Other
- The legal quorum for holding the meeting:
A legal quorum for a shareholders meeting will be present when there is one or more shareholders present, in person or by proxy, holding shares conferring more than half of the voting rights in the company. If, after half an hour from the time set for the meeting, a legal quorum is not present, the meeting will be postponed by one week, to the same day, at the same time and at the same place, without any obligation to notify the shareholders ("adjourned meeting"). A legal quorum will be present at the adjourned meeting when one or more shareholders are present, in person or by proxy, holding at least half of the voting rights within half an hour from the time set for the opening of the adjourned meeting. If at the adjourned meeting a legal quorum is not present after half an hour from the scheduled time for the meeting, the shareholders holding shares conferring more than $25\%$ of the total voting rights in the company will be considered a legal quorum..
- In the absence of a legal quorum, the adjourned meeting will be held on 04/06/2026, at 14:00,
At the address: At the company offices, 7 Totsrat Haaretz St. (7th floor), Tel Aviv.
In the absence of a legal quorum, the meeting will not be held.
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 place and times at which any proposed resolution whose full wording was not set out in the agenda above can be inspected
The documents relating to the resolutions that are the subject of this report may be inspected at the company offices at 7 Totsrat Haaretz Street, Tel Aviv, during normal working hours and after prior coordination by telephone at 03-9070000..
Meeting ID: ____
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 signatories authorized to sign on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Uzi Levy | Chief Executive Officer |
| 2 | Idit Amir | Other |
| Vice President, Legal Counsel and 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 those authorized to sign on behalf of the corporation. The staff position on the subject can be found on the Authority's website: click here.
Reference numbers of previous documents on the subject (the mention does not constitute incorporation by reference):
The corporation's securities are listed for trading on the Tel-Aviv Stock Exchange
Form structure update date: 09/12/2025
Short name: Mivne
Address: Totsrat Haaretz 7, Tel Aviv6109002 Telephone: 03-9070000, 03-9070188Fax: 03-9070190
Email: [email protected] Company website:www.mivnegroup.co.il
Previous names of reporting entity: Mivnei Taasiya Ltd.
Name of electronic reporter: Amir IditPosition: Legal CounselName of employing company:
Address: Totsrat Haaretz 7, Tel Aviv6109002Telephone: 03-9070104Fax: 03-9070194Email: [email protected]