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Mivne Real Estate (K.D) Ltd.

("the Company")

April 16, 2026

To:

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

To:

Israel Securities Authority

www.isa.gov.il

Immediate Report regarding the Summoning of a Special General Meeting of the Company's Shareholders

In accordance with the provisions of the Companies Law, 5759-1999 ("the Companies Law"), Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("the Reports Regulations"), Companies Regulations (Written Ballots and Position Statements), 5766-2005 ("the Written Ballots Regulations") and the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000, an immediate report is hereby published regarding the notice of convening a special general meeting of the Company's shareholders ("the Meeting"), as follows:

1. Place and Date of the Meeting

The Meeting will convene on Thursday, May 28, 2026, at 14:00, at the Company's offices, at 7 Tozeret HaAretz St. (7th Floor), Tel Aviv ("the Company's Offices"). An adjourned meeting, if required, will be held on Thursday, June 4, 2026, at the same place and at the same time.

2. The Item on the Agenda of the Meeting and the Wording of the Proposed Resolution - Approval of the Update of the Terms of Tenure and Employment of the Company's CEO

It is proposed to approve the update of the terms of tenure and employment of Mr. Uzi Levy, the Company's CEO, including in connection with his tenure and work in subsidiaries and/or affiliated companies of the Company. For further details, see Part A of this report below.

Wording of the Proposed Resolution: "To approve the update of the terms of tenure and employment of Mr. Uzi Levy, the Company's CEO, as detailed in Part A of this report".

Part A - Details regarding the Proposed Resolution in Section 2 Above - Update of the Terms of Tenure and Employment of the Company's CEO

Mr. Uzi Levy has served as the Company's CEO since July 2, 2023. On July 24, 2023, the General Meeting of the Company's shareholders approved the terms of tenure and employment of Mr. Levy as the Company's CEO on a full-time basis, according to which Mr. Levy is entitled, inter alia, to a monthly salary in the amount of NIS 105,000 gross; an annual bonus in an amount of up to twelve (12) salaries, of which 75% is target-based and 25% of which will be granted at the discretion of the Company's Board of Directors; as well as a long-term bonus in an amount of up to NIS 900,000 based on meeting multi-year targets. In addition, Mr. Levy was granted 2,084,645 non-tradable warrants exercisable into the Company's shares. $^{1}$

In their meetings on March 30, 2026, the Remuneration Committee and the Company's Board of Directors decided, subject to the approval of the General Meeting

$^{1}$ For further details regarding the current terms of tenure and employment of Mr. Levy, see immediate reports published by the Company on July 9, 2023, and January 1, 2024 (References: 2023-01-077304 and 2024-01-000337, respectively).

The [meeting] convened in this report, to approve the update of the terms of office and employment of Mr. Levy under the conditions detailed below. It should be noted that, except for the increase of his monthly salary to a total of 140.000 NIS, clarification that the objective-based portion of the annual bonus may consist of both company objectives and personal objectives, and the cancellation of the long-term bonus, no further changes have occurred in the terms of office and employment of Mr. Levy.

It should be noted that the proposed update to the terms of office and employment of Mr. Levy is consistent with the compensation policy of the company, as approved by the general meeting of the company on March 5, 2026. For details regarding the compensation policy of the company, see Appendix A to the (amended) meeting invitation report published by the company on January 30, 2026 (reference: 2026-01-011096) ("Compensation Policy").

Below are the main terms of office and employment of Mr. Levy, after performing the aforementioned updates as they are presented for the approval of the meeting:

1. The Position

The CEO will be employed by the company in a full-time position and will be responsible for the day-to-day management of the company's affairs, including the subsidiaries and/or affiliates of the company as required by the company's board of directors, all within the framework of the policy to be determined by the company's board of directors and subject to its instructions.

2. The Agreement Period

2.1. The agreement is for an indefinite period. Each of the parties may terminate the agreement by 180 days' prior written notice ("the Notice Period"). The company may, at its sole discretion, not employ the CEO during the notice period (in whole or in part), and in this case, the CEO shall be paid for the notice period (full or partial, as applicable) by law, and the employment relationship between the parties shall come to an end upon the giving of the notice.

2.2. Notwithstanding the provisions of section 2.1 above, the company shall be entitled to terminate the CEO's employment immediately without prior notice or its redemption and/or without payment of any compensation, including severance pay, if the dismissal is under circumstances justifying the denial of severance pay according to the provisions of the general approval of the Minister of Labor and Welfare or upon the occurrence of one of the circumstances detailed in the agreement.

3. The Consideration

3.1. In consideration for the performance of his duties and the fulfillment of all the CEO's obligations under the agreement, starting April 1, 2026 (for the salary of March 2026) the company will pay the CEO a salary in the gross amount of 140.000 NIS per month ("the Monthly Salary").

3.2. Annual Bonus

Subject to the provisions of the company's compensation policy (as approved from time to time) and the approvals of the competent organs of the company, the CEO will be entitled to an annual bonus in the amount of up to twelve (12) monthly salaries, the composition of which is: (a) a rate of up to 75% will be granted subject to meeting performance targets (company targets and possibly also personal targets) that will be determined for the CEO in advance once a year; (b) a rate of up to 25% will be granted in accordance with the discretion of the company's board of directors ("the Annual Bonus").

Insofar as the CEO's work in the company ends before the end of a calendar year, for any reason, except for the termination of the employment relationship between the parties in the circumstances listed in Section 2.2 above, then the CEO's eligibility to receive a proportional annual bonus will be according to his actual employment period in the company in that calendar year, provided that in that calendar year he worked at least 3 months in the company.

4. Equity Compensation

For details regarding the warrants granted to Mr. Levy, see immediate reports published by the Company on July 9, 2023 and January 1, 2024 (references: 2023-01-077304 and 2024-01-000337, respectively).

5. Vacation, Sick Leave and Convalescence

The CEO is entitled to an annual vacation of 24 work days or according to the Annual Leave Law, 5711 - 1951 ("Annual Leave Law"), whichever is higher ("Vacation Quota"). Insofar as the Vacation Quota exceeds that set in the Annual Leave Law, the provisions of the Annual Leave Law shall apply only to the vacation by virtue of the Annual Leave Law. Accumulation of vacation days for more than the total vacation days due to the CEO for two years of engagement will not be permitted.

The CEO is entitled to sick days according to law. For the avoidance of doubt, it is clarified that the CEO will not be entitled to sick pay if he is entitled to payments under loss of working capacity insurance. Sick days are accumulatable according to law, however they are not, under any circumstances, redeemable.

The CEO is entitled to convalescence pay for 10 convalescence days per year, starting from his first year of employment at the Company.

6. Car, Telephone, Computer and Reimbursement of Expenses

6.1. The Company will provide the CEO, for his work purposes, a vehicle with a value of up to NIS 450,000. The vehicle may be provided by way of its purchase by the Company or by way of the Company entering into an agreement with a leasing company. The Company will bear all vehicle maintenance expenses, license, insurance, fuel, treatments, repairs and parking for work purposes, and will also gross up for the CEO the full tax liabilities for the benefit of providing the vehicle to him.

6.2. At the CEO's request, should he so choose, instead of providing the vehicle as stated in section 6.1 above, the CEO shall be entitled to receive reimbursement of expenses for the use of a vehicle, in addition to the monthly salary, in an amount of NIS 10,000 per month ("Car Expenses"). To the extent that the CEO chooses this alternative, then the payment of Car Expenses shall not constitute part of the CEO's determining salary for any purpose. It will be clarified that any tax liability, according to the provisions of any law, for the payment of Car Expenses shall apply to the CEO only.

6.3. The Company will provide for the CEO's use a cellular mobile phone at its expense, including all tax liabilities for this benefit. Furthermore, the Company will provide the CEO with a laptop.

6.4. The Company will bear reasonable expenses incurred by the CEO for his work purposes, against the receipt of invoices that he provides to it, in accordance with the Company's policy.

7. Additional Conditions

7.1. The Company will insure the CEO with executive insurance or a pension fund, at his choice, and will also make provisions on his behalf for a study fund.

7.2. The CEO will be insured under an officers' liability insurance policy purchased by the Company, under the same conditions as the other officers in the Company are insured and subject to obtaining the required approvals by law from time to time by the Company's organs.

7.3. The CEO shall be entitled to receive a letter of exemption from liability and a letter of commitment for indemnification, in the versions customary in the Company and subject to obtaining the required approvals by law from time to time by the Company's organs.

7.4. The CEO has committed to maintaining confidentiality, non-competition and intellectual property rights, as is customary in the Company.

8. Specification of Compensation for Services

The compensation amounts paid to Mr. Levy in 2025 in consideration for fulfilling his role as the Company's CEO, as well as the compensation expected to be paid to Mr. Levy according to the update of his tenure and employment terms brought for approval of the meeting summoned in this report as stated (to the extent they are approved), on an annual calculation, in accordance with the Sixth Schedule to the Reporting Regulations, are

As follows:

Remuneration Recipient Details			Remuneration* (in NIS thousands)
Position	Scope of Position(1)	Company Holding	Salary	Bonuses	Benefit attribution for share-based payment(2)	Other(7)	Total
		Equity Rate (fully diluted)
In 2025 - Remuneration amounts paid to Mr. Levi for his tenure as the company's CEO	Full	(2)0.09	1,749	(4)1,278	1,121	189	4,337
Remuneration amounts expected to be paid to Mr. Levi assuming the updates to his tenure and employment terms are approved	Full	(3)0.08	2,231	(5)1,680	490	190	4,591

Remuneration amounts are in terms of cost to the company.
(1) Concurrent with his tenure as the company's CEO, Mr. Levi serves as the CEO of Darban Investments Ltd., a subsidiary of the company.
(2) The holding rate was calculated according to the "Net Exercise" mechanism as determined in the company's remuneration policy and the warrants plan. Accordingly, the net amount of shares was calculated based on the share price on December 31, 2025, which stood at NIS 15.59 per share.
(3) The holding rate was calculated according to the "Net Exercise" mechanism as determined in the company's remuneration policy and the warrants plan. Accordingly, the net amount of shares was calculated based on the share price on April 10, 2026, which stood at NIS 14.6 per share.
(4) Annual bonus (including the discretionary component) for the year 2025 and a long-term bonus for the years 2023-2025.
(5) Under the assumption of receiving the full annual bonus in an amount of up to 12 monthly salaries, as detailed in Section 3.2 above;
(6) Benefit attribution for the warrants granted to Mr. Levi, as detailed in Section 4 above. Presented in accordance with generally accepted accounting principles.
(7) Remuneration under "Other" is for car maintenance. Additionally, the CEO is entitled to reimbursement of expenses, as detailed in Section 6.4 above.

Part B - Approvals of the Remuneration Committee and the Board of Directors and their reasons for the proposed resolution in Section 2 above

9. Required Approvals and conditions set for the approval of the proposed resolution in Section 2 above

9.1. Approval of the Remuneration Committee and the Company's Board of Directors - The proposed resolution in Section 2 above was unanimously approved by the Remuneration Committee and the Company's Board of Directors on March 30, 2026.

The remuneration terms subject to the proposed resolution in Section 2 above were set in negotiations between the company and the CEO, and are brought for approval by the general meeting convened in this report, after being discussed and found by the Remuneration Committee and the Company's Board of Directors to be reasonable, fair, and appropriate under the circumstances.

9.2. Approval of the Company's General Meeting - The validity of the proposed resolution in Section 2 above is contingent upon its approval by the Company's General Meeting convened in this report.

10. Reasons of the Remuneration Committee and the Board of Directors for approving the proposed resolution in Section 2 above

The Remuneration Committee and the Company's Board of Directors approved the resolution mentioned in Section 2 above, inter alia, based on the considerations listed in Section 267B(a) of the Companies Law, while referring to the matters specified in Part A of the First Schedule A to the Companies Law, noting the following reasons:

10.1. The Remuneration Committee and the Company's Board of Directors believe that the updated tenure and employment terms of Mr. Levi are reasonable and appropriate considering, inter alia, the requirements of the position, its complexity, and the responsibility associated with it.
10.2. A review of the remuneration of other CEOs in companies similar in their characteristics to the company (in terms of nature of activity, total balance sheet, volume of income, net profit, and market value), conducted by an external consultant, was presented to the Remuneration Committee and the Company's Board of Directors. The said review was examined by the Remuneration Committee and the Company's Board of Directors, and it showed that the updated tenure and employment terms of the company's CEO, as brought for approval by the meeting convened in this report, are reasonable and acceptable, considering, inter alia, the remuneration range of parallel officers in the market.
10.3. Mr. Levi has served as the company's CEO for about three years, during which he dedicated his time and energy to managing the company. The members of the Remuneration Committee and the Board of

Directors expressed satisfaction and appreciation for Mr. Levi's contribution to promoting the company's activities.

The members of the Compensation Committee and the Company's Board of Directors see great importance in the continued tenure of Mr. Levy as part of the senior management while maintaining stability and managerial continuity.

10.4. The terms of tenure and employment of Mr. Levy have not been updated since he began serving as the Company's CEO in July 2023.

10.5. After examining the overall updated terms of tenure and employment of Mr. Levy, in the assessment of the Compensation Committee and the Company's Board of Directors, the updated employment terms create an appropriate ratio between the fixed salary components and the variable compensation components, such that the total compensation mix is intended to provide appropriate incentives for achieving the Company's goals and promoting its business results, while maximizing the Company's profits and avoiding taking uncalculated risks.

10.6. In addition, the Compensation Committee and the Company's Board of Directors examined the updated compensation cost of Mr. Levy compared to the compensation cost of the other employees of the Company, and in particular the ratio to the average and median salary cost and the effect of the gaps on the labor relations in the Company, and found that the updated compensation terms are appropriate and reasonable, among other things considering the nature of the role and areas of responsibility of the Company's CEO and considering the responsibility imposed on him in connection with the Company's business and activities, and also confirmed that the salary gaps do not adversely affect labor relations in the Company.

10.7. In light of all the above, the members of the Compensation Committee and the Company's Board of Directors believe that the updated terms of tenure and employment of Mr. Levy are consistent with the best interests of the Company, are reasonable and fair, considering Mr. Levy's experience, as well as in relation to the scope of his activity and the investment required of him as part of his role. It should also be noted that the updated terms of tenure and employment of Mr. Levy comply with the provisions of the compensation policy.

Part C - Additional details regarding the resolution on the agenda of the General Meeting and voting procedures

11. The majority required to adopt the resolution on the agenda at the meeting

The majority required to adopt the resolution mentioned in Section 2 above, in accordance with Section 272(c)(1)(c) of the Companies Law, is an ordinary majority of all the votes of the shareholders voting at the meeting, provided that one of the following is met: (a) the majority count at the general meeting includes a majority of all the votes of the shareholders who are not controlling shareholders of the company or have a personal interest in the resolution, participating in the vote; the count of all votes of said shareholders shall not include abstaining votes; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes; (b) the total votes of those opposing among the shareholders mentioned in paragraph (a) did not exceed a rate of 2% of all the voting rights in the company.

Notwithstanding the above, since the Company is not a public granddaughter company (as defined in Section 267A(c) of the Companies Law), the Compensation Committee and thereafter the Board of Directors may, in special cases, approve said resolution even if the General Meeting opposed its approval, provided that the Compensation Committee and thereafter the Board of Directors decided so, based on detailed reasons, after re-discussing the resolution, and examined in such discussion, among other things, the opposition of the General Meeting.

12. The quorum for holding the meeting and for holding an adjourned meeting

A quorum for a shareholders' meeting shall be formed when there are present in person or by proxy, one or more shareholders, holding shares granting them more than half of the voting rights in the Company. If within half an hour from the time set for the meeting a quorum is not found, the meeting shall be adjourned by one week, to the same day, same time, and same place, without an obligation to notify the shareholders ("adjourned meeting"). A quorum shall be formed at the adjourned meeting when there are present, in person or by proxy, one or more shareholders, holding at least half of the voting rights within half an hour from the time set for opening the adjourned meeting. If

In the adjourned meeting, if a legal quorum is not found half an hour after the time set for the meeting, shareholders holding shares granting them more than 25% of the total voting rights in the company shall be considered a legal quorum.

13. The Record Date

The record date for determining the eligibility of a shareholder in the company to vote at the meeting, as stated in Section 182(c) of the Companies Law and Regulation 3 of the Written Regulations, is Monday, April 27, 2026.

14. Voting Method

A shareholder shall be entitled to participate in the meeting and vote in it, by proxy and by a voting card attached to the summons report ("Voting Card"). In addition, a shareholder in whose favor a share is registered with a TASE member and that share is included among the shares registered in the shareholders' register in the name of the Registration Company, may vote by means of a voting card that will be transmitted to the company in the electronic voting system, all - in accordance with and subject to the conditions set forth in the written voting regulations. The address of the electronic voting system, as defined in Section 44k11 of the Securities Law is https://votes.isa.gov.il ("The Electronic Voting System").

15. Proxy

A power of attorney for participation and voting at the meeting must be deposited at least forty-eight (48) hours before the time of its convention, at the registered office of the company.

16. Written Voting via Voting Card and Position Statements

The addresses of the websites of the Securities Authority and the Tel Aviv Stock Exchange Ltd., where the text of the voting card and position statements as defined in Section 88 of the Companies Law can be found, are: www.magna.isa.gov.il and www.maya.tase.co.il. Voting by voting card will be done on the second part of the voting card as published on the distribution site of the Securities Authority.

A shareholder is entitled to approach the company and receive from it the text of the voting card and position statements. A TASE member shall send, free of charge, via email a link to the text of the voting card and position statements, on the distribution site of the Securities Authority, to any shareholder who is not registered in the register of shareholders and whose shares are registered with that TASE member, unless the shareholder has notified the TASE member that he does not wish to receive such a link or that he notified that he wishes to receive voting cards by mail for shipping costs only, provided that the notice was given regarding a specific securities account and at a time prior to the record date.

The final deadline for submitting a voting card together with a confirmation of ownership (and with respect to a registered shareholder - together with a copy of an ID card, passport or certificate of incorporation, as applicable) is up to four (4) hours before the meeting convenes. The final deadline for submitting position statements to the company is up to 10 days before the time of the meeting convention. For this purpose, "delivery date" is the date on which the voting card reached the company's offices.

17. Confirmation of Ownership

An unregistered shareholder shall be entitled to participate in the general meeting only if he provides the company, before the general meeting, an original confirmation from the TASE member with whom his right to the share is registered, regarding his ownership of the company's shares on the record date, in accordance with the form in the schedule to the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 2000 ("Confirmation of Ownership") or alternatively if he sends to the company a confirmation of ownership through the electronic voting system.

A shareholder whose shares are held with a TASE member is entitled to receive the confirmation of ownership from the TASE member through whom

He holds his shares at a branch of the TASE member or by mail to his address for delivery fees only, if requested. A request for this matter shall be provided in advance for a specific securities account. Additionally, an unregistered shareholder may instruct the TASE member that his ownership certificate be transferred to the company through the electronic voting system.

18. Voting via the Electronic Voting System

Electronic voting will be possible until 6 hours before the time of the meeting assembly ("System Closing Time").

In accordance with Section 83(d) of the Companies Law, if a shareholder voted in more than one way, his later vote will be counted, whereas for this purpose, a vote by a shareholder himself or through a proxy shall be considered later than a vote through the electronic voting system; a shareholder who transferred an ownership certificate to the company via the electronic voting system and wishes to vote via other voting papers is not required to transfer a new ownership certificate to the company for the purpose of voting in the adjourned meeting or the continued meeting; votes cast in the electronic voting system until the system closing time will be counted (as long as they were not later changed by the voter) as part of the adjourned meeting or continued meeting results, both for the purpose of the legal quorum required for the meeting and for the purpose of calculating the voting results.

It should be noted that after the publication of this notice of meeting report, there may be changes to the agenda, including the addition of an item to the agenda, and position notices may be published. Insofar as the agenda is updated and/or position notices are submitted as stated, the updated agenda and the position notices published in the company's reports on the distribution site may be reviewed. If a request is made to add an item to the agenda and the company publishes an amended notice regarding the convening of a general meeting, the final date by which the company will provide an amended voting paper will be the day of publication of said amended notice.

19. The right of a shareholder to request the inclusion of an item on the agenda of the general meeting

A request by a shareholder to include an item on the agenda of the meeting shall be provided to the company up to seven days after the publication of the meeting summons report, i.e., until Thursday, April 23, 2026. If the Board of Directors finds that an item requested to be included on the agenda as stated above is suitable for discussion at the general meeting, the company will publish an updated agenda no later than seven days after the deadline for submitting a request, i.e., until Thursday, April 30, 2026.

20. Review of Documents

Documents relating to the resolutions subject of this report may be reviewed at the company's offices at 7 Tozeret HaAretz Street, Tel Aviv, during standard working hours and after prior coordination by telephone at 03-9070000.

Mivne Real Estate (K.D.) Ltd.

By:

Uzi Levy, CEO

and Idit Amir, EVP, General Counsel

and Company Secretary

4/16/2026 | 12:06:29 PM

AI assistant

Mivne Real Estate (K.D.) Ltd. Proxy Solicitation & Information Statement 2026

6930_rns_2026-04-16_db456abc-a661-45db-a8a3-fb4278701282.pdf

Mivne Real Estate (K.D) Ltd.

Immediate Report regarding the Summoning of a Special General Meeting of the Company's Shareholders

1. Place and Date of the Meeting

2. The Item on the Agenda of the Meeting and the Wording of the Proposed Resolution - Approval of the Update of the Terms of Tenure and Employment of the Company's CEO

Part A - Details regarding the Proposed Resolution in Section 2 Above - Update of the Terms of Tenure and Employment of the Company's CEO

1. The Position

2. The Agreement Period

3. The Consideration

3.2. Annual Bonus

4. Equity Compensation

5. Vacation, Sick Leave and Convalescence

6. Car, Telephone, Computer and Reimbursement of Expenses

7. Additional Conditions

8. Specification of Compensation for Services

Part B - Approvals of the Remuneration Committee and the Board of Directors and their reasons for the proposed resolution in Section 2 above

9. Required Approvals and conditions set for the approval of the proposed resolution in Section 2 above

10. Reasons of the Remuneration Committee and the Board of Directors for approving the proposed resolution in Section 2 above

Part C - Additional details regarding the resolution on the agenda of the General Meeting and voting procedures

11. The majority required to adopt the resolution on the agenda at the meeting

12. The quorum for holding the meeting and for holding an adjourned meeting

13. The Record Date

14. Voting Method

15. Proxy

16. Written Voting via Voting Card and Position Statements

17. Confirmation of Ownership

18. Voting via the Electronic Voting System

19. The right of a shareholder to request the inclusion of an item on the agenda of the general meeting

20. Review of Documents

AI assistant

Mivne Real Estate (K.D.) Ltd. — Proxy Solicitation & Information Statement 2026

6930_rns_2026-04-16_db456abc-a661-45db-a8a3-fb4278701282.pdf

Mivne Real Estate (K.D) Ltd.

Immediate Report regarding the Summoning of a Special General Meeting of the Company's Shareholders

1. Place and Date of the Meeting

2. The Item on the Agenda of the Meeting and the Wording of the Proposed Resolution - Approval of the Update of the Terms of Tenure and Employment of the Company's CEO

Part A - Details regarding the Proposed Resolution in Section 2 Above - Update of the Terms of Tenure and Employment of the Company's CEO

1. The Position

2. The Agreement Period

3. The Consideration

3.2. Annual Bonus

4. Equity Compensation

5. Vacation, Sick Leave and Convalescence

6. Car, Telephone, Computer and Reimbursement of Expenses

7. Additional Conditions

8. Specification of Compensation for Services

Part B - Approvals of the Remuneration Committee and the Board of Directors and their reasons for the proposed resolution in Section 2 above

9. Required Approvals and conditions set for the approval of the proposed resolution in Section 2 above

10. Reasons of the Remuneration Committee and the Board of Directors for approving the proposed resolution in Section 2 above

Part C - Additional details regarding the resolution on the agenda of the General Meeting and voting procedures

11. The majority required to adopt the resolution on the agenda at the meeting

12. The quorum for holding the meeting and for holding an adjourned meeting

13. The Record Date

14. Voting Method

15. Proxy

16. Written Voting via Voting Card and Position Statements

17. Confirmation of Ownership

18. Voting via the Electronic Voting System

19. The right of a shareholder to request the inclusion of an item on the agenda of the general meeting

20. Review of Documents

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