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NewMed Energy — Proxy Solicitation & Information Statement 2026
May 20, 2026
7125_rns_2026-05-20_cebeb06b-523c-4348-9b29-29ffbdee40ec.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.
NewMed Energy - Limited Partnership
(hereinafter: "the Partnership")
Voting Paper - Part One
In accordance with the Companies Regulations (Voting in Writing and Position Statements), 2005 and with the necessary changes (hereinafter: "the Regulations")
- Name of the Partnership: NewMed Energy - Limited Partnership.
Type of Meeting, Time and Location: Annual and Special General Meeting of the holders of the participating units in the partnership issued by NewMed Energy Trusts Ltd. (hereinafter: "the Trustee") and which grant a right of participation in the rights of the Trustee as a limited partner in the partnership (hereinafter: "the Units" or "the Participating units"), which will be held on Thursday, June 25, 2026, at 15:00, via a visual meeting using the "Zoom" system (hereinafter: "the Meeting").
Contact details are as follows:
https://newmedenergy.zoom.us/j/86424370420?pwd=e2XcwcA0F4RMPCGV5rlhxYAWMcwm_mfH.1&from=addon
Below are details regarding the items on the meeting's agenda.
- Detailing of the agenda items for which voting is possible via this voting paper:
2.1. Re-appointment of the external accountants
It is proposed to re-appoint the accountants firm Cost Forer Gabbay & Kasierer and the accountants firm Ziv Haft, as the external accountants of the Partnership, jointly, for a period ending at the conclusion of the next Annual Meeting of the Partnership, and to authorize the board of directors of the General Partner to determine their fee.
Proposed resolution wording (hereinafter: "Resolution No. 1"):
"To re-appoint the accountants firm Cost Forer Gabbay & Kasierer and the accountants firm Ziv Haft, as the external accountants of the Partnership, jointly, for a period ending at the conclusion of the next Annual Meeting of the Partnership, and to authorize the board of directors of the General Partner to determine their fee."
2.2. Approval of the salary of the Active Chairman of the Board of the General Partner and the granting of 781,947 non-tradable warrants, in deviation from the compensation policy, and as part of his terms of office and employment
It is proposed to approve the salary of Mr. Niv Sarana, as the Active Chairman of the Board of the General Partner in the partnership (hereinafter: "the Chairman" or "Mr. Sarana"), starting from June 1, 2026, as well as the granting of 781,947 non-tradable warrants exercisable into 781,947 participating units of the Partnership (hereinafter: "the warrants"), as part of his terms of office and employment and in accordance with the conditions detailed below. The warrants constitute approximately 0.07% of the issued and paid-up capital of the participating units of the Partnership as of the date of the meeting summons report (after the allocation) (and approximately 0.07% of the issued and paid-up capital of the participating units of the Partnership on a fully diluted basis). The fixed salary of the Chairman and the warrants to be allocated to him are in deviation from the compensation policy of the Partnership and of the General Partner (hereinafter: "the Compensation Policy").
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.
Proposed resolution wording (hereinafter: "Resolution No. 2"):
"To approve the salary of the Active Chairman of the Board of the General Partner and the granting of 781,947 non-tradable warrants exercisable into 781,947 participating units of the Partnership, in deviation from the compensation policy, and as part of his terms of office and employment, all as detailed in Section 3 of the meeting summons report."
2.3. Approval of providing indemnity and exemption letters to an officer who is the controlling shareholder
To approve the granting to a director of the General Partner, Mr. Yitzhak Sharon (Tshuva), the controlling shareholder in the partnership (indirectly), a letter of indemnity and exemption in the wording as approved by the General Meeting of the participation unit holders regarding the other officers in the partnership, all as detailed in Section 4.1 below and in accordance with the compensation policy.
Below is the proposed resolution wording for Item No. 4 (hereinafter: Proposed Resolution No. 4):
"To approve the granting to a director of the General Partner, Mr. Yitzhak Sharon (Tshuva), the controlling shareholder in the partnership (indirectly), a letter of indemnity and exemption in the wording as approved by the General Meeting of the participation unit holders regarding the other officers in the partnership."
3. The location and time for viewing the full wording of the documents
The wording of the meeting summons report, the voting paper, and position statements (if submitted) can be viewed on the website of the Tel Aviv Stock Exchange Ltd. at www.maya.tase.co.il, and on the distribution site of the Securities Authority at the address: www.magna.isa.gov.il.
4. The majority required for adopting the proposed resolutions
4.1. The majority required for the purpose of adopting proposed resolution No. 1 is an ordinary majority of the units whose owners participated and voted in the meeting themselves or by proxy.
4.2. The majority required for the purpose of adopting proposed resolution No. 2 in accordance with section 65me(b), section 65n and section 65na(c) of the Ordinance, is an ordinary majority, provided that one of the following is met :
a. In the count of majority votes in the General Meeting, a majority of all votes of the participation unit holders participating in the vote who are not the General Partner or the controlling shareholder in it or those with a personal interest in approving the said resolution shall be included. In the count of all votes of the said participation unit holders, abstainers' votes shall not be taken into account;
b. The total votes of those opposing the vote among the participation unit holders mentioned in paragraph (a) above, shall not exceed a rate of $2\%$ of all voting rights of the participation unit holders.
4.3. The majority required for the purpose of adopting proposed resolution No. 3 in accordance with section 65na(c), is an ordinary majority, provided that one of the following is met :
a. In the count of majority votes in the General Meeting, a majority of all votes of the participation unit holders participating in the vote who are not the General Partner or the controlling shareholder in it or those with a personal interest in approving the said resolution shall be included. In the count of all votes of the said participation unit holders, abstainers' votes shall not be taken into account;
b. The total votes of those opposing the vote among the participation unit holders mentioned in paragraph (a) above, shall not exceed a rate of $2\%$ of all voting rights of the participation unit holders.
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.
5. Additional Details
5.1. Voting in writing shall be done via the second part of this voting paper.
5.2. In the second part of the voting paper, space is allocated for marking the existence or absence of an interest and for describing the nature of the relevant interest. It is clarified that, a participating unit holder who does not mark an interest as stated or does not describe the nature of the interest, their vote will not be counted in the vote count.
5.3. In addition, in accordance with the regulations and the disclosure guidelines of the Securities Authority dated 30.11.2011 regarding the voting manner of interested parties, senior officers and institutional bodies in meetings, space is allocated in the second part of the voting paper for marking the classification of the participant in the vote.
5.4. This voting paper will be valid regarding a unit holder whose units are registered in their favor with a TASE member and those units are included among the units registered in the registry of unit holders of the Partnership in the name of a Nominee Company (hereinafter: "Unregistered unit holder") only if an ownership certification from the Nominee Company is attached to it or an ownership certification via the Electronic Voting System operating under sub-chapter B of Chapter G'2 of the Securities Law, 1968 (hereinafter: "the Electronic Voting System"), and regarding a unit holder registered in the Trustee's books (hereinafter: "Registered unit holder") only if a photocopy of an ID card, passport or certificate of incorporation is attached to it. An unregistered unit holder may instruct that their ownership certification be transferred to the Partnership via the Electronic Voting System; this ownership certification shall be treated as an ownership certification for any unregistered unit holder included in it.
5.5. The deadline for submitting the voting paper for a registered unit holder is up to 6 hours before the meeting time, meaning: until Thursday, 25.6.2026, at 09:00, and for an unregistered unit holder it is up to 4 hours before the meeting convening, meaning: until Thursday, 25.6.2026, at 11:00.
5.6. The Electronic Voting System will lock 6 hours before the meeting time, meaning: until Thursday, 25.6.2026, at 09:00. The voting paper must be submitted via the Electronic Voting System by the said time.
5.7. An unregistered participation unit holder may vote via the Electronic Voting System up until the system locking time as stated in Section 6.6 above.
5.8. The delivery of the voting paper and the position statement (if any) shall be done by hand delivery or via registered mail to the Partnership's offices at 19 Abba Eban Blvd, Herzliya Pituach, as long as they are not done via the Electronic Voting System. The delivery time of any document regarding the meeting will only be upon its actual arrival at the Partnership's offices.
5.9. The deadline for submitting position statements to the Partnership is 10 days before the meeting time, meaning: until Monday, 15.6.2026.
5.10. The deadline for submitting the response of the General Partner's board of directors to position statements is no later than 5 days before the meeting time, meaning: until Monday, 20.6.2026.
5.11. The voting paper and position statements are available on the website of the Tel Aviv Stock Exchange Ltd. at www.maya.tase.co.il, and on the distribution site of the Securities Authority www.magna.isa.gov.il.
5.12.
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.
A unit holder is entitled to receive the ownership certification at a branch of a TASE member or by mail delivery, if requested, and a request in this matter shall be given in advance for a specific securities account. An unregistered unit holder may instruct
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that their ownership certification be transferred to the Partnership via the Electronic Voting System.
5.13. An unregistered unit holder is entitled to receive from the TASE member by email, free of charge, a link to the wording of the voting paper and position statements on the distribution site, unless the unit holder informed the TASE member as such that they are not interested in receiving such a link or that they informed that they are interested in receiving voting papers by mail in exchange for payment; their notice regarding the voting papers will also apply to receiving position statements.
5.14. One or more unit holders holding units at a rate constituting 5% or more of the total voting rights in the meetings of unit holders issued by the Trustee, as well as anyone holding such a rate out of the total voting rights not held by the General Partner and by controlling shareholders in the General Partner, shall be entitled themselves or via a proxy on their behalf, after the unit holders' meeting is convened, to view the voting papers that reached the Partnership at the registered office of the Partnership, during customary working hours and by prior coordination.
The quantity of units constituting 5% of the total voting rights issued by the Trustee is approximately 58,690,735 units. The quantity of units constituting 5% of the total voting rights issued by the Trustee that are not held by the General Partner and controlling shareholders in the General Partner is approximately 26,607,834 units.
5.15. After the publication date of this voting paper, there may be changes in the resolutions on the agenda (including adding a topic) and position statements may also be published. As far as such changes are made and/or position statements are published, they can be viewed in the Partnership's reports on the distribution site of the Securities Authority.
As far as there are changes to the agenda including adding a topic to the agenda, the Partnership will provide a revised voting paper wording on the day of the publication of the notice regarding the updated agenda.
A participating unit holder will indicate their manner of voting regarding the topic on the agenda in the second part of this voting paper.
5/30/2020 | 5:52:54 PM | v1.2.5
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. .
Proxy Statement - Part Two
In accordance with the regulations and with the necessary changes
Name of the Partnership: NewMed Energy - Limited Partnership.
Partnership Address (for delivery and mailing of proxy statements): 19 Abba Eban Blvd., Herzliya Pituach.
Partnership No.: 550013098.
Meeting Date: Thursday, 25.6.2026, at 15:00.
Type of Meeting: Annual and Special General Meeting of the Participating unit holders.
Record Date: Tuesday, 26.5.2026.
Details of the Participating unit Holder
- Name of Participating unit Holder:
- ID No.:
- If the Participating unit holder does not have an Israeli ID card:
- Passport No.:
- Country of issue:
- Valid until:
- If the Participating unit holder is a corporation:
- Corporation No.:
- Country of incorporation:
Classification of Meeting Participant
Please indicate if you are:
☐ "Interested Party" as defined in Section 1 of the Securities Law, 1968.
☐ "Institutional Investor" as defined in Regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Management Company in a General Meeting), 2009, as well as a mutual fund manager as defined in the Joint Investment Trust Law, 1994.
☐ "Senior officer" as defined in Section 37(d) of the Securities Law, 1968.
☐ I am none of the above.
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. .
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Voting Method for the Resolution on the Agenda
| Item on the Agenda | Voting Method1 | Are you a controlling shareholder or have a personal interest in the resolution?2 | |||
|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | |
| Reappointment of the auditing accountants (as detailed in Section 2.1 above) | |||||
| Approval of the compensation of the active Chairman of the Board of the General Partner and the granting of non-marketable warrants in deviation from the compensation policy (as detailed in Section 2.2 above) | |||||
| Approval of granting letters of indemnity and exemption to an officer who is a controlling shareholder (as detailed in Section 2.3 above) |
* Specify :
Notes in accordance with the regulations
- For Participating unit holders holding through a TASE member (according to Section 65A of the Partnerships Ordinance) - this proxy statement is valid only when accompanied by ownership confirmation, except in cases where voting is through the electronic system.
- For Participating unit holders registered in the Participating unit holders' register - the proxy statement is valid when accompanied by a photocopy of an ID card or passport or certificate of incorporation.
Date :
Signature :
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.
5/20/2026 | 5:52:56 PM | v1.2.5