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

Apr 16, 2026

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.

("the Company")

Voting paper according to the Companies Regulations (Written Voting and Position Notices), 5766-2005 ("the Regulations")

Part One

Company Name: Mivne Real Estate (K.D) Ltd.

Type of General Meeting, its date and place of convening: A special general meeting to be held on Thursday, May 28, 2026 at 14:00, at the Company's offices at 7 Totzeret HaAretz Street (7th floor), Tel Aviv ("the Company's offices"). If within half an hour of the time set for the meeting a legal quorum is not found, the meeting shall be postponed to Thursday, June 4, 2026, and shall be held at the same place and time.

Item on the Agenda:

Update of the terms of office and employment of the Company's CEO

Text of the proposed resolution: "To approve the update of the terms of office and employment of Mr. Uzi Levy, the Company's CEO, as detailed in Part A of the Meeting Summon Report to which this voting paper is an appendix ("the Summon Report")."

The place and times where the full text of the proposed resolution can be reviewed:

The Summon Report and the full text of the proposed resolution can be reviewed on the websites of the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd. at the internet addresses specified in section 10 below, as well as at the Company's offices during normal working hours and following prior coordination by phone at 03-9070000, until the time of the meeting's convening.

The majority required to adopt the resolution at the general meeting on the agenda item:

The majority required to approve the resolution proposed in Section 3 above, in accordance with Section 272(c1)(1)(c) of the Companies Law, is an ordinary majority of all votes of the shareholders voting at the meeting, provided that one of the following is met: (a) the count of majority votes at the general meeting includes a majority of the total votes of shareholders who are not controlling shareholders in the company or have a personal interest in the resolution, participating in the vote; in counting the total votes of said shareholders, the votes of those abstaining will not be taken into account; regarding someone who has a personal interest, the provisions of section 276 of the Companies Law shall apply, with the necessary changes; (b) the total votes of those opposing from among the shareholders mentioned in paragraph (a) does not exceed a rate of 2% of the total 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 remuneration committee and then the board of directors may, in special cases, approve the said resolution even if the general meeting opposed its approval, provided that the remuneration committee and then the board of directors decided so, based on detailed reasons, after they re-discussed the resolution, and examined in such discussion, among other things, the opposition of the general meeting.

A voting paper shall be valid for those whose rights are registered with a TASE member and the same share is included among the shares registered in the shareholder register in the name of a registration company ("unregistered shareholder") - only if a certificate of ownership is attached to it or if a certificate of ownership was sent to the Company via the electronic voting system, and for the shareholder registered in the Company's books - only if a photocopy of an ID card, passport or certificate of incorporation is attached to it and if it is delivered to the Company up to 4 hours before the meeting time.

An unregistered shareholder may vote via the electronic voting system. Voting via the electronic voting system will be possible up to 6 hours before the time of convening the general meeting. Voting via a voting paper will be possible only if the voting paper is delivered to the Company's offices, according to the address above, up to 4 hours before the time of convening the general meeting.

Address for delivery of voting papers and position notices: The Company's offices at the address mentioned in Section 2 above.

Last date for delivering position notices: The last date for delivering position notices to the Company is 10 days before the date of the meeting, i.e., until Monday, May 18, 2026, and the last date for delivering the board of directors' response to the position notices is until Sunday, May 24, 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.

The addresses of the Securities Authority distribution site and the Stock Exchange website where the voting papers and position notices are located: www.magna.isa.gov.il and www.maya.tase.co.il, respectively ("Distribution Site").

A shareholder is entitled to receive confirmation of ownership at a branch of the TASE member with whom his shares are registered or by mail, if he so requested. A request in this regard shall be given in advance to a specific securities account. In addition, an unregistered shareholder may instruct that his confirmation of ownership be transferred to the company via the electronic voting system.

An unregistered shareholder is entitled to receive by email, free of charge, a link to the version of the voting paper and position notices on the distribution site, from the TASE member through whom he holds his shares, unless he has notified the TASE member that he does not wish to receive such a link or that he wishes to receive the voting papers by mail for payment. His notice regarding the voting papers will also apply regarding the receipt of position notices.

One or more shareholders holding shares in a rate constituting 5% or more of the total voting rights in the company (i.e., 36,193,399 shares), as well as whoever holds such a rate of the total voting rights not held by the controlling shareholder in the company, as defined in section 268 of the Companies Law (i.e., 36,193,399 shares), is entitled by himself or through a proxy on his behalf, after the convening of the general meeting, to review at the company's registered office, during normal business hours, the voting papers and the voting records via the electronic voting system that reached the company as specified in Regulation 10 of the Regulations.

A shareholder's right to request to include an item on the agenda of the general meeting

After the publication of this voting paper, there may be changes in the agenda, including the addition of an item to the agenda, and position notices may be published. To the extent that the agenda is updated and/or position notices are submitted as stated, it will be possible to review the updated agenda and the position notices published in the company's reports and on the distribution site.

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

Voting Card - Part Two

Company Name: Mivne Real Estate (K.D) Ltd.

Company address (for delivery and mailing of voting cards): 7 Tozeret HaAretz Street, Tel-Aviv.

Company No.: 520024126

Meeting Date: Thursday, May 28, 2026, at 14:00 (Adjourned meeting: Thursday, June 4, 2026 at the same time).

Meeting Type: Special.

Record Date: Monday, April 27, 2026.

Shareholder Name:

ID No.:

If the shareholder does not have an Israeli ID card -

Passport No.:

Country of Issue:

Valid until:

If the shareholder is a corporation -

Corporation No.:

Country of Incorporation:

Interested party, senior officer, or institutional investor:

Are you an interested party1 in the company?	Yes	No
Are you a senior officer2 in the company?	Yes	No
Are you an institutional investor3?	Yes	No

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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. .

Voting Method

Subject	Voting Method(1)			Are you a controlling shareholder or have a personal interest in the decision(2)?
	For	Against	Abstain	Yes (*)	No
Approval of the update to the terms of tenure and employment of Mr. Uzi Levy, the Company's CEO, as detailed in Part A of the Summoning Report.

• Detail below.
  (1) Failure to mark will be considered an abstention from voting on that subject.
  (2) A shareholder who does not fill in this column or who marks "Yes" and does not provide details, their vote will not be counted.

Signature

Date

For shareholders holding shares through a TASE member (according to section 177(a)(1)) of the Companies Law – this voting paper is valid only when accompanied by a confirmation of ownership, except in cases where the voting is via the internet.

For shareholders registered in the Company's shareholder register - the voting paper is valid when accompanied by a photocopy of an ID card/passport/incorporation certificate.

4/16/2026 | 12:00:28 PM