Remuneration Information • Nov 30, 2025
Remuneration Information
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November 30, 2025
To: Israel Securities Authority Tel Aviv Stock Exchange Ltd. www.isa.gov.il www.tase.co.il
As stated in Note 26d to the Company's annual nancial statements, on July 9, 2024, the Company's general meeting approved the right for the joint CEOs and the Chairman of the Board (hereinafter: the Executives) to convert the annual bonus or part thereof into options for the Company's shares, under the terms established at the meeting (see Immediate Report dated June 3, 2024, reference number: 2024-01-058449) (hereinafter: the Conversion Right). Following requests to exercise the Conversion Right, the Company's Board of Directors approved the granting of options to the Executives according to the terms approved at the meeting (see Immediate Reports dated October 30, 2024, and July 9, 2025, reference numbers: 2024-01-612739 and 2025-01- 050838, respectively) (hereinafter: the Options).
In the Company's relevant nancial statements (for the year ended December 31, 2024, for the three-month period ended March 31, 2025, and for the six- and three-month periods ended June 30, 2025), and with the agreement of its auditing accountants, the Company recognized the annual bonus for the Executives according to IAS 19 up to the dates the option grants were approved by the Board of Directors as mentioned above. At these dates, the Company canceled the liability recognized for the monetary bonus converted into options, offsetting an expense of the same amount, and began recognizing an expense for the equity-based grant in accordance with IFRS 2 over the vesting period of the options (up to two years according to the terms approved at the meeting) (hereinafter:
Following a request from the Israel Securities Authority staff for clarications regarding the aforesaid accounting treatment, and further to an update received from the Authority staff regarding its evolving position, the Company re-examined the original accounting treatment for the conversion of the Executives' bonus to options. As a result, the Company concluded that in light of the provisions of IFRS 2, it is not permissible to reverse the expense recognized up to the date of the change in the bonus terms.
Therefore, in accordance with the new accounting treatment applied in the nancial statements as of September 30, 2025 (hereinafter: the new accounting treatment), the entire value of the bonuses converted to options should have been recognized as an expense in 2024, without spreading the expense over the vesting period of the options. Simultaneously, due to the fact that the compensation expenses in 2024 for Executives were limited to the maximum ceiling under the Law for Compensation of Ocers in Financial Corporations (Special Approval and Non-Allowance of Expense for Tax Purposes due to Extraordinary Compensation), 2016 (hereinafter: the Compensation Law), it is required to reduce by the same amount the expenses relating to annual bonuses.
2024-06-16
For those executives (hereinafter: the grant differences), so that the total accounting expense for the compensation of the three executives in 2024 remained unchanged. Additionally, according to the new accounting treatment, in the nancial statements for 2025, no expenses are recognized for share-based payments to those executives that originate from the conversion of part of the grant to which they were entitled for 2024. In light of the foregoing, and in accordance with the Compensation Law and the company's compensation policy, the joint CEOs and the Chairman of the Board will return to the company the grant differences paid to them as mentioned with respect to grants for 2024 that were reduced due to the Compensation Law. The gross amounts totaled NIS 618 thousand, NIS 615 thousand, and NIS 434 thousand, respectively, which result from the new accounting treatment that, as stated, includes the acceleration of the accounting recognition for the options granted to them, even though their entitlement to the vesting of the options is still subject to the vesting periods determined in the assembly's approval. It is claried that past period differences between the original accounting treatment and the new accounting treatment amounted to negligible sums and do not constitute a material error, both quantitatively and qualitatively, so that the effect of the correction was included in full in the statements as of September 30, 2025, rather than restating the nancial statements for those past periods.
Sincerely,
Y.D. Mor Investments Ltd. Signed by:
Meir Gridish, Chairman of the Board
Eli Levy, Co-CEO and Director
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11/30/2025 | 4:28:55 PM
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