Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

NewMed Energy Proxy Solicitation & Information Statement 2026

May 20, 2026

7125_rns_2026-05-20_a40258a0-e271-475c-9c3b-be2cfaaf8b43.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens 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.

NewMed Energy - Limited Partnership

(hereinafter: the "Partnership")

To

To

May 20, 2026

Israel Securities Authority

Tel Aviv Stock Exchange Ltd.

Via MAGNA

Via MAGNA

Dear Sir/Madam,

Subject: Immediate report regarding convening an Annual and Special General Meeting of the holders of participating units in the partnership

In accordance with the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: the "Reports Regulations"), the provisions of the Partnerships Ordinance [New Version], 5735-1975 (hereinafter: the "Ordinance"), to which certain provisions of the Companies Law, 5759-1999 (hereinafter: the "Companies Law") and the regulations thereunder apply to the Partnership, and the Trust Agreement dated July 1, 1993, signed between NewMed Energy Trusts Ltd. (hereinafter: the "Trustee") and Fahn Kanne & Co., accountants, together with Kedar Supervision and Management (hereinafter together: the "Supervisor"), as amended from time to time (hereinafter: the "Trust Agreement")¹, the Partnership is honored to announce the convening of an Annual and Special General Meeting of the holders of participating units issued by the Trustee (hereinafter: the "Units" or "Participating units" and the "Meeting", respectively), as follows:

Place and Date of the Meeting:

The Meeting will take place on June 25, 2026, at 15:00 (hereinafter: the "Meeting Date") via visual communication using the "Zoom" system.

Contact details follow:

https://newmedenergy.zoom.us/j/86424370420?pwd=e2XcwcA0F4RMPCGV5rlhxYAWMcwmH.1&from=addon

Part A - Items on the Meeting Agenda, Proposed Resolutions, and Explanatory Notes

  1. Item No. 1: Discussion of the Partnership's Financial Statements and the General Partner's Board of Directors Report for 2025

Discussion (without resolution) of the Partnership's Financial Statements and the Board of Directors Report of the General Partner in the partnership, NewMed Energy Management Ltd. (hereinafter: the "General Partner") for the year 2025, as included in the Periodic report for 2025, which was published on March 16, 2026 (Ref. No.: 2026-01-022818), and the information appearing therein is hereby included by way of reference (hereinafter: the "Periodic report").

  1. Item No. 2: Reappointment of the Auditing Accountants

It is proposed to reappoint the accounting firm of Cost Forer Gabbay Kasierer and the accounting firm of Ziv Haft, as the auditing 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 compensation.

Following is the wording of the proposed resolution on Item No. 2 (hereinafter: "Proposed Resolution No. 1"):

"To reappoint the accounting firm Cost Forer Gabbay & Kasierer and the accounting firm Ziv Haft as auditing 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


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.

1 As published in the immediate report of the Partnership dated June 7, 2020 (Ref. No.: 2020-01-058218).

"to determine their compensation."

3. Item No. 3: Approval of the salary of the Active Chairman of the Board of the General Partner and granting of 781,947 non-tradable warrants, in deviation from the remuneration policy, and as part of his terms of office and employment

It is proposed to approve the salary of Mr. Niv Sarna, as the Active Chairman of the Board of the General Partner (hereinafter: the "Chairman" or "Mr. Sarna"), 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 terms 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 this 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 Chairman's fixed salary and the warrants to be allocated to him are in deviation from the remuneration policy of the Partnership and the General Partner (hereinafter: the "Remuneration Policy").

The following is the text of the proposed resolution on Item No. 3 (hereinafter: "Proposed 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 remuneration policy, and as part of his terms of office and employment, all as detailed in Section 3 of the meeting summons report."

Additional details and explanatory notes on this matter follow.

3.1. General

3.1.1 On May 18, 2026, the Board of Directors of the General Partner approved the appointment of Mr. Sarna as a director of the General Partner, effective from June 1, 2026 (hereinafter: the "Commencement Date of Tenure") until the next Annual General Meeting of the General Partner. Additionally, the Board of Directors of the General Partner approved on that same date the election of Mr. Sarna to the position of Active Chairman of the Board of the General Partner from the Commencement Date of Tenure.

3.1.2 For additional details regarding the appointment of Mr. Sarna as a director of the General Partner and his election as Active Chairman of the Board of the General Partner, see the immediate report of the Partnership dated May 19, 2026 (Ref. No.: 2026-01-046025), the information in which is hereby included by way of reference (hereinafter: the "Immediate Report of May 19, 2026").

3.1.3 On May 20, 2026, the Remuneration Committee and the Board of Directors of the General Partner approved the compensation to which Mr. Sarna will be entitled in respect of his tenure as Active Chairman of the Board of the General Partner starting from the Commencement Date of Tenure (hereinafter: "Terms of Tenure and Employment for the Chairman"). The Terms of Tenure and Employment for the Chairman include, among other things, a fixed salary as well as the granting of non-tradable warrants exercisable into participating units of the Partnership in deviation from the Remuneration Policy (hereinafter: the "Warrants").

3.1.4


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 fixed salary and the granting of warrants to the Chairman as part of his terms of office and employment deviate from the Remuneration Policy and are subject to the approval of this General Meeting. The Remuneration Policy was approved by the General Meeting of the participating unit holders of the Partnership on January 25, 2026, with the fixed salary ceiling for a full-time Active Chairman of the Board set at NIS 120 thousand (for details regarding the proposed fixed salary for the Chairman, see Section 3.2.3 below). Additionally, the Remuneration Policy does not address the possibility of allocating equity-based remuneration to an Active Chairman of the Board, but only to the CEO of the Partnership and other officers. For details about the Remuneration Policy, see the General Meeting summons report published on December 18, 2025 (Ref. No.: 2025-01-101197), and the immediate report regarding the results of the General Meeting published on January 25, 2026 (Ref. No.: 2025-01-009438).

3.1.5

It is clarified that the remaining terms of tenure and employment of the Chairman, as approved by the Remuneration Committee and the Board of Directors of the General Partner, with the exception of the fixed salary and the grant of equity compensation (the Warrants), comply with the Partnership's Remuneration Policy and will be in effect from the Commencement Date of Tenure and are not brought before this General Meeting for approval.

3.1.6

For details regarding Mr. Sarna in accordance with Regulation 26 of the Reports Regulations, see the Immediate Report dated May 19, 2026.

2

3.1.7.

For details regarding the resolution of the participating unit holders' meeting dated September 21, 2022, regarding bearing the management costs of the Partnership and the General Partner, starting from January 1, 2022, where the Partnership directly bears all expenses required for managing its business and assets, including the management expenses of the General Partner, which according to the provisions of Section 65B of the Partnerships Ordinance, has no other activity except managing the Partnership, see immediate reports of the Partnership dated September 6, 2022, and September 21, 2022 (Ref. Nos.: 2022-01-092520 and 2022-01-120358, respectively), the information in which is hereby included by way of reference.

3.2. Proposed fixed salary and warrant grant for the Chairman

This General Meeting is requested to approve the decision of the Remuneration Committee and the Board of Directors of the General Partner dated May 20, 2024, to approve for the Chairman a fixed salary that deviates from the fixed salary ceiling in the Remuneration Policy, and to grant the Chairman equity-based remuneration (warrants). For this purpose, below is a description of the terms of tenure and employment for the Chairman, as approved by the Remuneration Committee and the Board of Directors of the General Partner, which (excluding the fixed salary and equity compensation) will take effect on the Commencement Date of Tenure and are not brought for approval by this General Meeting (see Sections 3.2.1 to 3.2.6 (inclusive) below and Section 3.2.8 below). Furthermore, the proposed fixed salary and terms of equity-based remuneration (the warrants) for the Chairman as part of his terms of office and employment (the fixed salary being effective as of the Commencement Date of Tenure) are presented below for approval by this General Meeting (see Sections 3.2.3 and 3.2.7 below).

The Chairman's terms of tenure and employment, including the fixed salary and equity-based remuneration terms (the granting of which is subject to approval by this General Meeting), are part of a personal employment agreement signed between the Partnership and the Chairman which will take effect from the Commencement Date of Tenure (hereinafter: the "Agreement").

The following are the provisions of the Agreement:

3.2.1. Nature and Scope of Services

A.


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.

Mr. Sarna will serve in the Partnership in the position of Active Chairman of the Board of the General Partner, with the Partnership bearing the full cost of his employment. The Chairman will perform any additional role for the Partnership, without being entitled to any additional consideration beyond what is specified in the Agreement.

B. The Chairman will dedicate his time, energy, and work capacity to his role in the Partnership and to promote its interests in a 100% position scope.

C. The Chairman will immediately notify the Partnership of any matter or subject in which he has a personal interest and which may create a conflict of interest with his role in the Partnership.²

3.2.2. Agreement Period

The Agreement is for an indefinite period starting from the date of his entry into office as Active Chairman of the Board of the General Partner (the Commencement Date of Tenure).

3.2.3. Salary

Mr. Sarna will be entitled to a monthly salary in the amount of NIS 150 thousand gross. The salary will be updated every 3 months in accordance with the Consumer Price Index (on July 1, October 1, January 1, and April 1). The proposed salary deviates from the Remuneration Policy and is brought for approval by this General Meeting, with its validity starting from the Commencement Date of Tenure. According to the Remuneration Policy, the maximum monthly salary of an Active Chairman of the Board in the Partnership on a full-time basis shall not exceed NIS 120 thousand.

3.2.4. Summary of other terms of tenure and employment of the Chairman (which are not brought for approval by this Meeting)

The Chairman is entitled to standard social benefits, a study fund, pension plan, annual vacation days, sick days, and convalescence pay. The Partnership will provide the Chairman with a car as is customary for his status and bears all expenses involved in the use of the vehicle. The value of car use is grossed up and paid by the

² To the best of the Partnership's knowledge, the Chairman holds, together with his family members, the full shares of Yoav Sarna Tel Aviv (1995) Ltd., which indirectly holds approximately 8% of the share capital of I.P.S. Be'er Tuvia Ltd., which holds a power station in Be'er Tuvia.

Partnership. Furthermore, the Chairman is entitled to additional ancillary benefits, such as bearing communication expenses (cell phone, internet, newspapers, and payment of expenses for the reasonable use of the telephone at his home), medical screening exams, and private health insurance at the Partnership's expense, participation in professional training, reimbursement of expenses for the purpose of fulfilling his duties, and reimbursement of subsistence expenses while staying abroad on behalf of the Partnership in accordance with the Partnership's procedures as they will be from time to time and against the presentation of appropriate receipts.

The Chairman is entitled to be included in the directors' and officers' liability insurance policy that the Partnership will maintain, in accordance with the terms of the policy, as approved from time to time. Additionally, the Chairman is entitled to a letter of indemnity and a letter of release from liability from the Partnership and from the Partnership's subsidiaries, as is customary in the Partnership and under identical terms to the other directors and officers in the Partnership and the General Partner.


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 Partnership is authorized to grant the Chairman an annual bonus each year, for the previous calendar year, in an amount of up to NIS 800 thousand, provided that he is employed by the Partnership for at least 3 months in that year (the annual bonus will be given assuming the meeting of objectives and quantitative tests set in advance for each year, subject to the Remuneration Policy), and in the event of termination of his employment after a tenure of at least one year in the position, an adjustment grant that shall not exceed 6 monthly salaries, all in accordance with the Remuneration Policy and as updated from time to time. In the event that the Chairman's employment is terminated, for any reason whatsoever, during a calendar year, the Chairman will be entitled to a relative bonus payment for the months worked in that year.

The parties may at any time terminate the employment agreement by providing 3 months' prior written notice. Additionally, the employment agreement includes provisions regarding confidentiality and a non-competition clause as is customary in agreements of this type for a period of 12 months.

3.2.5. Equity-based Remuneration

A. The Chairman will receive, without consideration, 781,947 non-tradable warrants exercisable into 781,947 participating units, which constitute approximately 0.07% of the issued and paid-up participating unit capital of the Partnership at the date of the meeting summons report (after allocation), in accordance with the warrant plan under Section 102 of the Income Tax Ordinance [New Version] adopted by the Board of Directors of the General Partner and in deviation from the Remuneration Policy.

B. The proposed grant of warrants to the Chairman is subject to the approval of the General Meeting convened under this report in deviation from the Remuneration Policy, as the Remuneration Policy does not address the possibility of the Partnership granting equity compensation to an Active Chairman of the Board of the General Partner (as distinguished from a grant to the CEO of the Partnership and other officers).

C. The warrants will vest in 3 equal annual tranches, starting from the approval date. The exercise price of the first tranche will be NIS 18.567, which equals the average closing price of the participating units on the Stock Exchange at the end of the 30 trading days preceding the approval date. The exercise price of the remaining two tranches will increase by 5% each year relative to the previous year.

D. The annual benefit value resulting from the grant of the warrants, i.e., the economic value of the warrants on the approval date divided by 3, amounts to approximately NIS 1,400 thousand.

E. Since the granting of the warrants to the Chairman constitutes a private offering requiring the approval of the General Meeting of the participating unit holders in the Partnership, according to Section 65NA of the Ordinance, it is clarified that approval of Proposed Resolution No. 2 of the meeting summons report will also be considered as approval of the private offering as required by said provision.

F. For additional details, including in accordance with Regulation 20 of the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000, see Appendix A of the meeting summons report.

3.2.6. The terms of tenure and employment of the Chairman comply with the provisions of the Remuneration Policy, except regarding the proposed fixed salary and equity compensation (the warrants) brought for approval by this General Meeting in deviation from the Remuneration Policy as detailed in Sections 3.2.3 and 3.2.7 above.

5/20/2020 | 5:55:35 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..

3.3. Tabular Detail

Below is a tabular detail of the compensation to which the Chairman will be entitled according to the terms detailed in this meeting invitation report above, in accordance with the provisions of the Sixth Schedule to the Reports Regulations, in terms of the annual cost to the partnership (in thousands of NIS):

Name Position Scope of Position Holding Rate in Participating Units3 Compensation for Services Other Compensation Total
Salary Cost Bonuses4 Security-based payment5 Management Fees Consulting Fees Commission Other Interest Rent Other
Mr. Niv Sarna Active Chairman of the Board of the partnership 100% 0.07% 2,429 The annual bonus will be given assuming meeting targets and quantitative tests to be pre-determined for each year, subject to the compensation policy 1,400 - - - 164 (grossed-up value of vehicle) - - - The total cost of employment without equity compensation and without bonuses is estimated at approx. 2,593 thousand NIS

3.4. Names of controlling shareholders and the Directors with a personal interest in Resolution Proposal No. 2 and the nature of their personal interest

3.4.1. The General Partner company is a wholly owned subsidiary (indirectly) of Delek Group Ltd., the controlling shareholder in the partnership (hereinafter: "Delek Group"). It is clarified that Delek Group has no personal interest in Resolution Proposal No. 2.
3.4.2. It is further clarified that the directors of the board of the General Partner have no personal interest in Resolution Proposal No. 2.

3.5. Required approvals regarding Resolution Proposal No. 2 and the names of the directors who participated in the discussions of the Compensation Committee and the Board of Directors

3.5.1. The fixed salary for the Chairman and the grant of warrants to the Chairman brought for approval as a deviation from the compensation policy were approved by the Compensation Committee and the Board of Directors of the General Partner in meetings held (each of the Compensation Committee and the Board of Directors) on May 18, 2026, and May 20, 2026.
3.5.2. The fixed salary and the grant of warrants to the Chairman, included in his terms of office and employment, are subject to the approval of the General Meeting of the participating unit holders by a special majority, as detailed in Section 6.2 below.
3.5.3. In the meeting of the Compensation Committee of the General Partner's board during the discussion regarding the approval of the terms of office and employment for the Chairman, including the approval of the proposed fixed salary and the proposed grant of equity compensation (warrants), the following directors participated: Messrs. Eran Yaakov (Chairman of the Compensation Committee, External Director), Yoram Cohen (External Director), and Eliyahu Chaim Zamir (Independent Director); in the discussion of the board of the General Partner, the following directors participated: Messrs. Gabi Last, Liora Pratt Levin, Yair Neuman, Eliyahu Chaim Zamir, Eran Yaakov, and Yoram Cohen. In the board meeting in which the terms of office and employment for the Chairman were approved, there were no objectors among the members of the board to the approval.


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.

3.6. The manner in which the consideration was determined

The approval of the fixed salary and the grant of warrants proposed to the Chairman and their terms were determined in negotiations conducted with the Chairman. Furthermore, the partnership received a valuation of the proposed equity compensation from an independent and objective appraiser, the main points of which are described in Section 18 of Appendix A to this report. As stated above, the fixed salary included in his terms of office and employment and the grant of equity compensation to the Chairman are brought for approval of this General Meeting as a deviation from the compensation policy for the following reasons: (a) Fixed Salary: The cap on fixed salary for an active Chairman of the Board in a full-time position in the compensation policy stands at 120 thousand NIS while the proposed fixed salary for the Chairman stands at 150 thousand NIS, similar to the fixed salary cap for other full-time officers; (b) Equity Compensation: The compensation policy does not include a reference to equity compensation for an active Chairman of the Board in the partnership. The Compensation Committee and the General Partner's Board of Directors believe that the annual benefit value resulting from the grant of warrants to the Chairman of the Board, which stands at 1,400 thousand NIS per year (divided linearly over the number of years required for full vesting of the said compensation and which is not necessarily consistent with the manner of recording the expense in the books according to accounting rules), is reasonable, among other things, after examining the value of the warrants and after finding that the said benefit value is lower than the annual benefit value (calculated in the same way) included in the partnership's compensation policy with respect to each of the CEO or other officers. Accordingly, the annual benefit value cap for the CEO in the compensation policy stands at 2,700 thousand NIS, and for other officers at 15 gross monthly salaries (2,250 thousand NIS per year in terms of the fixed salary cap for these officers in the compensation policy).

3.7. Reasons of the Compensation Committee and the General Partner's Board of Directors in connection with the approval of the fixed salary and the equity compensation of the Chairman

3.7.1. The Compensation Committee and the Board of Directors of the General Partner are of the opinion that the terms of office and employment of the Chairman of the Board, including his fixed salary and the equity compensation brought for approval of the General Meeting, are appropriate in light of his qualifications, professional experience, the responsibility, and the authorities entrusted to him, taking into account the challenges facing him and the partnership.

3.7.2. In the assessment of the Compensation Committee and the Board of Directors of the General Partner, the ability, skills, and experience are required to make a significant contribution to the partnership's achievements and to deal with various challenges (including competitive, operational, and regulatory) in the partnership's field of activity.

3.7.3. The Chairman has a professional background and extensive experience, and in the assessment of the Compensation Committee and the Board of Directors of the General Partner, he will perform his role with great dedication and diligence to promote and develop the partnership's business.

3.7.4. The partnership's field of activity - exploration, development, and production of natural gas, condensate, and oil, and promotion of use of infrastructure for natural gas export, is a field with unique characteristics requiring significant expertise that is rare in the local market. In light of the business and regulatory challenges facing the partnership, the competent organs of the General Partner decided to grant the Chairman of the Board the fixed salary and the proposed warrants even though these deviate from the partnership's compensation policy, in order to maintain his tenure as Chairman in the coming years.

3.7.5. The Chairman's employment agreement includes terms that emphasize performance-based compensation and are related to the partnership's performance, promoting its long-term goals and policy, its work plan, and maximizing its profits. These reflect a reasonable and appropriate incentive system considering, among other things, the partnership's characteristics, business activity, its risk management policy, its business strategy, and the realization of its long-term goals.

3.7.6.


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 fixed salary and the grant of warrants proposed to the Chairman are part of his terms of office and employment, giving the partnership the necessary tools for the recruitment and retention of a talented Chairman of the Board in the partnership who will be able to contribute to the partnership and is for the benefit of the partnership.

3.7.7. Relevant matters detailed in Part A of the First Schedule A to the Companies Law and matters detailed in Part B of the First Schedule A to the Companies Law were brought before the Compensation Committee and the General Partner's Board of Directors, and among other things, the overall compensation terms of the Chairman of the Board were brought before them, including consideration of his proposed fixed salary and grant of warrants and an examination of

the value of the warrants. The Compensation Committee and the Board of Directors of the General Partner concluded that the fixed salary and the equity compensation terms of the Chairman of the Board, taking into account the overall terms of his office and employment as approved by the Compensation Committee and the Board of Directors, are appropriate and reasonable and match his qualifications, professional experience, as well as the responsibility and authorities entrusted to him, taking into account the challenges facing him and the partnership, for the performance of his role in the partnership.

3.7.8. In light of all the above reasons, the members of the Compensation Committee and the Board of Directors of the General Partner found that the approval of the fixed salary and the proposed grant of warrants to the Chairman are acceptable and reasonable and for the benefit of the partnership.

4. Topic No. 4: Approval of granting indemnification and exemption letters to an officer who is the controlling shareholder

To approve granting to a director in the General Partner, Mr. Yitzhak Sharon (Tshuva), the controlling shareholder in the partnership (indirectly), an indemnification and exemption letter in the format as approved by the General Meeting of the participating unit holders with respect to the rest of the officers in the partnership, all as detailed in Section 4.1 below and in accordance with the compensation policy.

Below is the wording of the proposed resolution for Topic No. 4 (hereinafter: Resolution Proposal No. 3):

"To approve granting to a director in the General Partner, Mr. Yitzhak Sharon (Tshuva), the controlling shareholder in the partnership (indirectly), an indemnification and exemption letter in the format as approved by the General Meeting of the participating unit holders with respect to the rest of the officers in the partnership."

Further details and explanatory notes on this matter are provided below.

4.1. General

4.1.1. On March 22, 2026, Mr. Yitzhak Sharon (Tshuva), the controlling shareholder in the partnership (indirectly), was appointed as a director in the General Partner. For details, see the immediate report of the partnership dated March 22, 2026 (Ref. No.: 2026-01-025373), the information in which is included herein by way of reference.


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. .

4.1.2. Incidental to the approval of his appointment as a director in the General Partner, on March 30, 2026, the Compensation Committee and the General Partner's Board of Directors approved granting Mr. Yitzhak Sharon (Tshuva) an indemnification and exemption letter in the format as approved by the General Meeting of the participating unit holders with respect to the rest of the officers in the partnership.

4.1.3. This General Meeting is requested to approve granting an indemnification and exemption letter to Mr. Yitzhak Sharon (Tshuva) as a director in the General Partner in the format as approved by the General Meeting of the participating unit holders with respect to the rest of the officers in the partnership.

4.1.4. In accordance with the provision of Section 65na(e)(1) of the Partnerships Ordinance, the validity of this resolution is for 3 years only, starting from March 22, 2026, and therefore the approval for granting indemnification and exemption letters to an officer who is the controlling shareholder (indirectly) in the partnership is brought for the approval of the meeting of participating unit holders.

4.1.5. The indemnification and exemption letters approved for the controlling shareholder (indirectly) in the partnership, for which approval of this General Meeting is requested, are identical to the indemnification and exemption letters approved at the General Meeting of the participating unit holders of the partnership dated July 10, 2019. See in this regard the wordings of the indemnification letter and exemption letter in the format attached as Appendix C to the meeting invitation report published by the partnership on July 3, 2019 (Ref. No.: 2019-01-057213), as well as Section A in Regulation 29a(4) of Chapter D of the Periodic report, the information in which is included herein by way of reference.

4.1.6. It is clarified that, as determined with respect to the rest of the officers in the partnership, the exemption letter will not apply to a decision or transaction in which the controlling shareholder and/or his relative has a personal interest.

4.1.7. The provisions of the indemnification and exemption letters will apply, subject to the provisions of any law, also with respect to actions taken prior to their granting.

4.2. Transactions of the type of the transaction in which the controlling shareholder had a personal interest

Below are details of transactions of the type of the transaction or similar transactions, of the partnership or companies

under its control, in which the controlling shareholder had a personal interest, and which were signed within the two years preceding the date of approval of the transaction by the board or that are still in effect at the date of board approval as aforesaid:

4.2.1. On March 30, 2026, the Compensation Committee approved that Mr. Yitzhak Sharon (Tshuva) as a director in the General Partner is entitled to be included in the directors' and officers' liability insurance policy that will be conducted by the partnership and/or the controlling shareholder, from time to time, according to the approvals required by law.

4.3. Name of the controlling shareholder who has a personal interest in the engagement and the nature of this interest


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.

To the best of the partnership's knowledge, Delek Group, controlled by Mr. Yitzhak Sharon (Tshuva), holds, directly and indirectly, approximately $54.66\%$ of the issued unit capital of the partnership. To the best of the partnership's knowledge, Mr. Yitzhak Sharon (Tshuva) holds approximately $50.44\%$ of the issued capital and approximately $50.44\%$ of the voting rights in Delek Group.

Mr. Yitzhak Sharon (Tshuva) has a personal interest with respect to the granting of the indemnification and exemption letters for himself.

4.4. Proposed reasons for the approval of granting the indemnification and exemption letters

4.4.1. The purpose of granting the indemnification and exemption letter, subject to the limitations set forth in the law, is to grant directors and officers freedom of action to the maximum extent permitted by law, in order to allow them to act freely for the benefit of the partnership.
4.4.2. Considering the exposures involved in the activities of officers, the partnership decided to grant indemnification and exemption letters to officers, including officers who are the controlling shareholder (indirectly).
4.4.3. The scope of the indemnification and exemption letters is in accordance with and subject to the limitations set by law.
4.4.4. The indemnification and exemption letters granted to the controlling shareholder (indirectly) are identical to the indemnification and exemption letters granted to the rest of the serving officers in the company.
4.4.5. Granting indemnification letters to the controlling shareholder (indirectly) is reasonable and fair, and is acceptable in corporations of the type and size of the partnership.
4.4.6. In light of all the above, granting the indemnification letters to officers who are the controlling shareholder is fair, reasonable, and for the benefit of the partnership, especially considering the size of the partnership, its scopes and various fields of activity, and its business plans.

4.5. Names of the directors who participated in the discussions of the Compensation Committee and the Board of Directors

4.5.1. The granting of the indemnification and exemption letters to Mr. Yitzhak Sharon (Tshuva) as a director in the General Partner was approved on March 30, 2026, by the Compensation Committee and the board of the General Partner.
4.5.2. The granting of the indemnification and exemption letters to Mr. Yitzhak Sharon (Tshuva) as a director in the General Partner is subject to the approval of the General Meeting of the participating unit holders by a special majority, as detailed in Section 6.3 below.
4.5.3. In the meeting of the Compensation Committee of the General Partner's board during the discussion regarding the approval of granting the indemnification and exemption letters to Mr. Yitzhak Sharon (Tshuva) as a director in the General Partner, the following directors participated: Messrs. Eran Yaakov (Chairman of the Compensation Committee, External Director), Yoram Cohen (External Director), and Eliyahu Chaim Zamir (Independent Director); in the discussion of the board of the General Partner, the following directors participated: Messrs. Gabi Last, Tamir Polikar, Yair Neuman, Eliyahu Chaim Zamir, Eran Yaakov, and Yoram Cohen. In the board meeting, there were no objectors among the members of the board to the approval.

4.6. Names of the directors who are interested parties in the engagement and the nature of this interest


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.

Mr. Idan Wallace, Ms. Liora Pratt Levin, Mr. Tamir Polikar, and Mr. Yair Neuman, who serve as directors in the General Partner, are officers in Delek Group and are considered to have a personal interest in the engagement with Mr. Yitzhak Sharon (Tshuva).

8
5/20/2026 | 5:55:36 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. .

Part B - Details regarding the Convening of the Meeting, the Required Majority, the Legal Quorum, and the Voting Method

5. Legal Quorum and Adjourned Meeting

No discussion shall be opened at the General Meeting unless a legal quorum is present at the time the Meeting proceeds to do so, and no resolution shall be adopted unless a legal quorum is present at the time the resolution is voted upon. A legal quorum shall be formed when there are present, in person or by proxy, 2 unit holders holding together participating units constituting no less than 50% of the units issued by the Trustee until the business day preceding the Meeting.

If after half an hour from the time set for the Meeting a legal quorum is not found, the Meeting shall be adjourned to the same day in the following week at the same time and place, namely: July 2, 2026, at 15:00, without it being mandatory to notify the unit holders, or to any other day or other time or other place as the Trustee, with the consent of the Supervisor, shall determine in a notice to the unit holders (hereinafter: the "Adjourned Meeting"). If at the Adjourned Meeting a legal quorum is not found within half an hour of the set time, then 2 unit holders present in person or by proxy shall constitute a legal quorum and the Meeting shall be entitled to deal with the matters for which it was called. If a legal quorum is not found as stated above at the Adjourned Meeting – the Meeting shall be canceled.

For the purpose of the legal quorum, two proxies of one registered unit holder that is a nominee company (i.e., a company whose sole business is holding securities for others) participating in the Meeting by virtue of powers of attorney given to them, for different units, by the same registered unit holder, shall also be considered as "two unit holders".

6. The Required Majority for Adopting Resolutions on the Agenda

6.1. The majority required for the adoption of proposed resolution No. 1 is an ordinary majority of the units whose owners participated and voted at the Meeting in person or by proxy.

6.2. The majority required for the adoption of proposed resolution No. 2 in accordance with Section 65me(b), Section 65, and Section 65na(c) of the Ordinance, is an ordinary majority, provided that one of the following is met:

(a) The count of the majority votes at the General Meeting shall include a majority of all votes of participating unit holders participating in the vote who are not the General Partner or the controlling shareholder thereof or those having a personal interest in the approval of said resolution. In the count of all votes of said participating unit holders, abstaining votes shall not be taken into account;

(b) The total votes of those opposing the vote among the participating unit holders mentioned in paragraph (a) above, shall not exceed a rate of 2% of all voting rights of the participating unit holders.

6.3. The majority required for the adoption of proposed resolution No. 3 in accordance with Section 65na(c), is an ordinary majority, provided that one of the following is met:

(a) The count of the majority votes at the General Meeting shall include a majority of all votes of participating unit holders participating in the vote who are not the General Partner or the controlling shareholder thereof or those having a personal interest in the approval of said resolution. In the count of all votes of said participating unit holders, abstaining votes shall not be taken into account;

(b)


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 total votes of those opposing the vote among the participating unit holders mentioned in paragraph (a) above, shall not exceed a rate of 2% of all voting rights of the participating unit holders.

7. The Record Date

The Record Date for determining the right to vote in accordance with Section 182 of the Companies Law and Regulation 3 of the Companies Regulations (Written Voting and Position Statements), 5765-2005, is May 26, 2026 (hereinafter: the "Record Date").

8. Proof of Ownership

8.1. In accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 5760-2000, a unit holder whose right is registered with a TASE member participating units and those units are included among the units registered in the register of participating units in the name of the nominee company (hereinafter: an "Unregistered Unit Holder"), shall provide the partnership with a certification from the TASE member with whom the unit is registered to his credit,

9

regarding his ownership of the unit on the Record Date, in accordance with the provisions of the aforementioned regulations and in accordance with the form in the appendix to said regulations.

8.2. Furthermore, an Unregistered Unit Holder may instruct that his ownership certification be transferred to the partnership via the electronic voting system operating under sub-chapter B of Chapter G'2 of the Securities Law, 5728-1968 (hereinafter: the "Electronic Voting System").

9. Voting Method

Regarding the resolutions on the Meeting agenda, a unit holder may vote in person, by his proxy, as well as by means of a voting paper or an electronic voting paper to be transferred to the partnership in the Electronic Voting System.

Every instrument of appointment for a proxy shall be in writing and signed by the appointor or by his proxies authorized for this purpose in writing or if the appointor is a corporation, the instrument of appointment shall be drawn up in writing, and signed in a manner binding the corporation. The secretariat of the partnership may require that there be delivered to the partnership before the convening of the Meeting, a written certification, to its satisfaction regarding the identity of the signer and if the appointor is a corporation, also regarding the authority of the signers to bind the corporation.

An instrument of appointment of a voting proxy, a power of attorney, or a copy certified by an attorney must be deposited against an acknowledgment of delivery at the partnership's offices at 19 Abba Eban Blvd., Herzliya Pituach (09-9712424), at least 48 hours before the time of the Meeting, or the Adjourned Meeting. The instrument of appointment shall state the number of units for which it is given.

For the avoidance of doubt, only in the event that an Adjourned Meeting is convened within 10 days of the original Meeting date, a unit holder who was present at the original Meeting by proxy shall not be required to deposit a power of attorney again for the purpose of voting at this Adjourned Meeting.

10. Position Statement


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 deadline for the submission of position statements by a unit holder is up to 10 days before the date of the convening of the Meeting, namely: until June 15, 2026; the partnership shall publish said position statement no later than one (1) business day after its receipt. A position statement that includes the response of the General Partner's Board of Directors may be submitted no later than 5 days before the date of the convening of the Meeting, namely: until June 20, 2026.

A unit holder may apply directly to the partnership and receive from it, free of charge, the text of the position statements (to the extent provided).

11. Voting by Voting Paper

A unit holder interested in voting by means of a voting paper, as defined in Section 87 of the Companies Law, instead of participating in the Meeting in person and/or via a proxy and/or an electronic voting paper, may do so on the second part of the voting paper attached to this summons report (hereinafter: the "Voting Paper"). The vote of a unit holder by means of the Voting Paper shall be considered as if he were present and participated in the Meeting both for the purpose of the legal quorum required at the Meeting and for the purpose of calculating the voting results.

An Unregistered Unit Holder interested in voting by means of a voting paper shall provide to the partnership up to 4 hours before the time of the convening of the Meeting (namely: until June 25, 2026, at 11:00) the Voting Paper signed by him as well as the ownership certification form, unless his ownership certification was transferred to the partnership via the Electronic Voting System. A Voting Paper shall be valid for an Unregistered Unit Holder only if an ownership certification form is attached to it or if an ownership certification was sent to the partnership via the Electronic Voting System.

A unit holder registered in the Trustee's books (hereinafter: a "Registered Unit Holder") interested in voting by means of a voting paper shall provide to the partnership up to 6 hours before the time of the convening of the Meeting (namely: until June 25, 2026, at 09:00) the Voting Paper signed by him together with a photocopy of an identity card, passport, or certificate of incorporation. A Voting Paper shall be valid for a Registered Unit Holder only if a photocopy of an identity card, passport, or certificate of incorporation was sent to the partnership.

An Unregistered Unit Holder is entitled to receive from the TASE member by email, free of charge, a link to the text of the Voting Paper and position statements on the distribution site, unless said unit holder notified the TASE member that he is not interested in receiving such a link or notified that he is interested in receiving voting papers by mail in exchange for payment. His notice regarding the voting papers shall also apply regarding the receipt of position statements.

A Registered Unit Holder is entitled to receive the ownership certification from the TASE member through whom he holds his

units, at a branch of the TASE member or by mail to his address for the cost of delivery only, if he so requested, and a request for this matter shall be given in advance for a specific securities account. The partnership shall send, free of charge, to the registered participating unit holders a voting paper on the date of publication of this summons.

12. Voting via the Electronic System

After the Record Date, upon receipt of an identification number and an access code from the TASE member and after an identification process, an Unregistered Unit Holder will be able to vote in the electronic system. The deadline for voting in the electronic system is up to 6 hours before the time of the convening of the Meeting, namely: June 25, 2026, until 09:00.


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.

Should a participating unit holder vote in more than one way as stated, his later vote shall be counted, whereas a vote by a participating unit holder in person at the Meeting or via a proxy shall be considered later than a vote by means of a voting paper or in the electronic system.

13. Changes in the Agenda

After the publication of the Meeting summons report, there may be changes in the agenda, including the addition of an item to the agenda, and it will be possible to review the updated agenda in the partnership's reports that will be published on the TASE Website at: www.maya.tase.co.il, and on the Distribution Site of the Securities Authority at: www.magna.isa.gov.il (hereinafter: the "TASE Website" and the "Distribution Site", respectively).

In accordance with the provisions of Section 65(b) of the Ordinance and Section 14.1(e) of the Trust Agreement, one or more participating unit holders holding at least 0.5% of all participating units, as well as the Supervisor, may request the Board of Directors of the General Partner to include an item on the agenda of the General Meeting, provided that the item is suitable to be discussed at the General Meeting. In accordance with Regulation 5a of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of an Item to the Agenda), 5760-2000, such a request shall be submitted to the partnership up to 7 days after the summoning of the Meeting.

Should the Board of Directors of the General Partner find that an item requested to be included in the agenda is suitable to be discussed at the General Meeting, an updated agenda shall be prepared which shall be published on the Distribution Site no later than 7 days after the deadline for submission of a request by a participating unit holder to include an item on the agenda, as stated above. It is clarified that the publication of an updated agenda does not change the Record Date.

14. Notice regarding the existence of a personal interest and additional information required

14.1 In accordance with Section 65z of the Ordinance, a participating unit holder participating in the vote shall notify the partnership before the vote at the Meeting or, if the vote is via a proxy and/or voting paper – on the voting paper, or if the vote is via an electronic voting paper, in the place designated for this in the second part of the electronic voting paper, whether he has a personal interest in the approval of the resolution or not.

14.2 A participating unit holder who did not notify the partnership of the existence or absence of a personal interest in the approval of the resolution shall not vote and his vote shall not be counted.

15. Inspection of Documents

The text of the summons report, the voting paper, and the position statements (to the extent submitted) may be reviewed on the TASE Website and the Distribution Site. Furthermore, the notice to the unit holders and a copy of any document concerning said resolution are available for review at the partnership's offices at 19 Abba Eban Blvd., Herzliya Pituach, subject to any law, Sunday through Thursday, during accepted working hours, by prior coordination with Adv. Sari Singer Kaufman (09-9712424), until the date of the convening of the Meeting.

Sincerely,

NewMed Energy Management Ltd., the General Partner

By: Yossi Abu, CEO

and Sari Singer Kaufman, Legal Counsel,

Senior Executive VP


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.

Additional Details regarding the Private Placement of Non-Tradable Warrants to the Active Chairman of the Board of Directors in the Partnership

1. General

1.1. Below are additional details regarding the private placement of non-tradable warrants (hereinafter: the "Warrants") to Mr. Niv Sarna, the active Chairman of the Board of Directors of the General Partner in the partnership (hereinafter: the "Chairman" or the "Offeree"), in accordance with the resolutions of the Compensation Committee and the Board of Directors of the General Partner dated May 20, 2026 (hereinafter: the "Approval Date").

1.2. The grant of the Warrants to the Offeree is brought for approval in deviation from the partnership's compensation policy.

1.3. The Warrants shall be issued to the Chairman in an equity track (with a trustee), pursuant to Section 102 of the Income Tax Ordinance [New Version] and in accordance with a warrants plan adopted by the Board of Directors of the General Partner, which was submitted for approval by the tax authorities (hereinafter: the "Warrants Plan").¹ Employer-employee relations shall exist between the Offeree and the partnership starting from the term commencement date (as defined in Section 3.1.1 of the Meeting summons report).

1.4. In accordance with the TASE Regulations (hereinafter: the "TASE") all participating units resulting from the exercise of the Warrants (hereinafter: the "Exercise Units") shall be registered in the name of the nominee company and they shall be, starting from their allocation date, equal in their rights for all intents and purposes to the existing participating units in the partnership's capital and shall entitle the Offeree to the right to receive profit distribution or any other benefit for which the record date determining the eligibility to receive them is on the allocation date of the Exercise Units or thereafter.

1.5. The Offeree is Mr. Niv Sarna, who is an interested party by virtue of being the active Chairman of the Board of Directors of the General Partner in the partnership. The private placement to the Offeree constitutes a material private placement. The Offeree is not an interested party in the partnership and will not become an interested party by virtue of his holdings as a result of the exercise of the Warrants offered to him according to the Meeting summons report.

2. Details regarding the Quantity and Terms of the Warrants

2.1. Quantity - 781,947 Warrants, each of which entitles the Offeree to purchase one participating unit, and in total - 781,947 participating units, constituting approximately 0.07% of the partnership's issued participating unit capital (after exercise) (approximately 0.07% of the partnership's issued participating unit capital on a fully diluted basis).²


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.

2.2. Vesting dates of the Warrants - The Warrants shall vest over a period of 3 years, where the first portion equal to 1/3 of the amount of Warrants shall vest after one year from the date of approval by the Board of Directors of the General Partner of the grant of the Warrants (i.e., May 20, 2027) (hereinafter: the "First Warrants Portion"), the second portion equal to 1/3 of the amount of Warrants shall vest after two years from the date of approval by the Board of Directors of the General Partner of the grant of the Warrants (i.e., May 20, 2028) (hereinafter: the "Second Warrants Portion") and the third portion equal to 1/3 of the quantity of

  1. As amended after receiving the approval of the Compensation Committee and the Board of Directors of the General Partner dated May 18, 2026.
  2. The aforementioned data assumes the allocation of the Warrants and their full exercise into participating units at a ratio of one participating unit for each exercised Warrant. However, the assumption regarding the exercise of the Warrants into shares at a 1:1 ratio is theoretical only, since in practice, participating units will be allocated to the Offeree at the time of exercise of the Warrants in a quantity reflecting only the monetary benefit amount inherent in the Warrants (cashless net exercise) - as detailed in Section 4 below. As of the date of the report, the partnership has 4,836,832 warrants exercisable each into one participating unit of the partnership and which were allocated to the CEO of the partnership.

5/20/2026 | 5:55:37 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.

The warrants, will vest after 3 years from the date of the general partner's board of directors' approval of the warrant grant (i.e., May 20, 2029) (hereinafter: the "Third Warrant Tranche"). Each such vesting date shall hereinafter be referred to as a "Vesting Date".

2.3. Warrant Exercise Price - The exercise prices of the warrants are as follows: regarding the warrants included in the first warrant tranche, it is 18.567 NIS (hereinafter: the "Basic Exercise Price"). The Basic Exercise Price was determined based on the average price of the partnership's Participating units on the TASE during the 30 trading days preceding the date of approval of the grant by the general partner's board of directors (hereinafter: the "Grant Date" or the "Allocation Date"). The exercise price for the second warrant tranche is the Basic Exercise Price plus 5% (i.e.: approx. 19.495 NIS) and the exercise price for the third warrant tranche is the price for the second warrant tranche plus 5% (i.e.: approx. 20.470 NIS). The exercise price is subject to adjustments as detailed in section 5.3 below. The warrants shall be exercisable as detailed in section 4 below.

2.4. Warrant Expiration Date - The warrants shall be exercisable for up to 4 years from the date of the general partner's board of directors' approval of the warrant grant to the offeree (hereinafter: the "Expiration Date"). Warrants that are not exercised by the offeree by the Expiration Date shall expire and shall not be exercisable after the Expiration Date. To the extent there is a legal impediment to exercising the warrants on the warrant Expiration Date, including restrictions on the prohibition of using insider information, the warrant Expiration Date shall be postponed until the date such impediment passes.

  1. No Consideration
    The warrants are offered to the offeree for no consideration.

  2. Method of Warrant Exercise
    The offeree may exercise the warrants, at his choice, in one of the following two exercise methods: (a) exercise of the warrants into Participating units in exchange for payment of the full warrant exercise price; or (b) through a cashless exercise mechanism, according to which Participating units will be allocated to the offeree in an amount reflecting the monetary benefit amount inherent in the warrants for which the offeree gave an Exercise Notice. The benefit amount is equal to the product of the number of warrants by the difference between the closing price of the Participating units on the TASE on the trading day preceding the exercise date and the relevant exercise price.

Exercise of the warrants by the offeree shall be performed by giving written notice to the partnership at its registered office and/or to the trustee, as applicable, regarding the exercise of the warrants, in a format to be determined by the partnership from time to time, which may include, among other things, the number of warrants the offeree wishes to exercise (hereinafter: "Exercise Notice"), accompanied by payment of an amount equal to the product of the exercise price (to the extent the exercise is not performed via "cashless exercise") and the number of Participating units that will actually be allocated as a result of the exercise. The day on which the Exercise Notice reaches the company together with the said amount shall be considered the exercise date of the warrants listed in the Exercise Notice (hereinafter: the "Exercise Date").

Notwithstanding the above, no exercise of warrants into Participating units shall be performed on the Record Date for a distribution of bonus Participating units, for an offering by way of rights, for a dividend distribution, for a capital consolidation, for a capital split, or for a capital reduction (each of the above shall hereinafter be called: a "Company Event"). In addition, if the ex-date of a Company Event (partnership) occurs before the Record Date of a Company Event (partnership) (as these terms are defined in the TASE Regulations), no exercise of warrants into Participating units shall be performed on the said ex-date.

Participating units on the said ex-date.

Warrant exercise will be subject to applicable law, including regarding the prohibition of insider information use, as applicable.

  1. Miscellaneous

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.

5.1. Allocation Document

After the allocation, a written notice of the warrant allocation will be transferred to the offeree (hereinafter: "Allocation Document"). In the Allocation Document to be issued by the partnership to the offeree, the type of warrants, the number of warrants granted to the offeree, the exercise period, the exercise price, the vesting period, the method of exercise, and any other condition related to the warrant grant as determined by the Board of Directors shall be specified, provided that the conditions are in accordance with the warrant plan, the Ordinance, the rules, and the provisions of applicable law. The offeree shall sign a declaration that he is aware of the provisions of Section 102 of the Income Tax Ordinance and the tax track applicable to him, and that he agrees to the terms of the trust deed to be signed between the company and the trustee, a copy of which will be attached to the said declaration.

5.2. Restrictions on Warrant Exercise - Termination of Employer-Employee Relations

Upon the termination date of the offeree's employment, all warrants allocated to the offeree whose vesting period has not yet concluded shall expire. For this purpose, "Termination of Employment Date" means the date on which employer-employee relations between the employee and the partnership or the general partner or related companies terminate for any reason. Notwithstanding the above, the following provisions shall apply:

5.2.1. The offeree shall be entitled to exercise the warrants that vested until the termination of employment date for a period of 90 days after the termination of employment date, or at another time with the approval of the general partner's board of directors given before the termination of employment date, which in any case shall not be later than the Expiration Date, provided that the offeree was not dismissed under circumstances as stated in section 5.1.3 below.

5.2.2. Notwithstanding the provisions of section 5.2.1 above, if the termination of the offeree's employment in the company is as a result of death or loss of working capacity (as defined below), the warrants allocated to the offeree for which the vesting period ended by the termination of employment date shall be exercisable by him or by his legal heirs (as the case may be) until the passing of 12 months from the day of termination of employment or until the Expiration Date, whichever is earlier. For this purpose, "Loss of Working Capacity" means - the offeree's inability to engage in his role as a result of injury and/or illness for a period of at least six consecutive months or until the Expiration Date, whichever is earlier.

Notwithstanding the above, if the offeree was dismissed under circumstances in which severance pay can be partially or fully denied as stated in the Severance Pay Law, 1963, then all warrants allocated to the offeree, including warrants whose vesting period ended before the termination of employment date, shall expire immediately.

5.2.3. The determination of whether employment termination was as a result of loss of working capacity or under circumstances as stated in section 0 above shall be made by the Board of Directors, at its sole discretion.

5.3. Adjustments for Offeree Protection

5.3.1. Adjustment in Case of a Transaction


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.

5.3.1.1. In the event of a Transaction, $^{3}$ any warrant granted to the offeree which has not yet been exercised by the Record Date of the Transaction or the transaction completion date (as determined by the general partner's board of directors), shall be replaced by or converted into warrants for Participating units or any security of another corporation, or into cash or other property, which were distributed to the holders of Participating units against the Participating units regarding such Transaction, and the appropriate adjustments will be made to the exercise price and/or the exercise which reflect such an event, according to the decision of the general partner's board of directors, with the aim of maintaining the value of the equity compensation granted, as far as possible so that the terms of the warrant agreement are preserved and remain in effect, including the vesting dates, all as determined by the general partner's board of directors at its discretion, whose decision shall be exclusive and final. In the event that replacement or conversion according to the above mechanism is not possible, all warrants that have not yet vested shall be accelerated immediately and the offeree will have the option to exercise them in accordance with the terms of the Transaction. Notwithstanding the above, in the case of a change of control, not in circumstances of trade cessation, only the immediate next tranche shall be accelerated. The partnership will notify the offeree of the Transaction in a manner and form as the partner sees fit before the Record Date of the Transaction or the completion date of the Transaction, as determined by the general partner's board of directors and after receiving approval from the audit committee that the method of handling the warrants is in accordance with the mechanism set above.

5.3.1.2. Without derogating from the above and subject to the provisions of any law, in the event that the acquiring corporation (or a parent company or subsidiary of the acquiring corporation) does not agree to convert or replace the warrants, then, unless the general partner's board of directors decides otherwise, the vesting dates of all or part of the warrants for which the vesting date has not yet arrived shall be accelerated and the offeree shall be entitled to exercise these warrants into Participating units 10 days before the date of the occurrence of the said Transaction, and if he does not do so within such time, all warrants not yet exercised as stated shall expire.

5.3.2. Should it be decided on a voluntary liquidation of the partnership while the offeree holds unexercised warrants, the partnership shall deliver a notice to the offeree regarding the adoption of such a decision, and the offeree shall have 10 days to exercise the unexercised warrants into Participating units for which the vesting date has arrived, in accordance with the exercise procedure set in the warrant plan. After these 10 days pass, all warrants that have not been exercised into Participating units by that day shall expire immediately.

5.3.3. Unless the general partner's board of directors determines otherwise, if the partnership distributes bonus Participating units to the holders of Participating units during the term of the warrants, and the Record Date for their distribution

3 "Transaction" means an agreement or arrangement for a structural change in the partnership or for a split of the partnership and its assets or for the exchange of the partnership's securities for the securities of another corporation or any similar transaction, including a merger with and into another corporation, acquisition, reorganization, or consolidation of the partnership with or into another corporation, where the partnership is not the surviving corporation; a sale of all or a substantial part of the assets or of the Participating units of the partnership.

(hereinafter: the "Benefit Date") occurs after the warrant allocation date but before their exercise date, the exercise price for each warrant will not change, but rather the number of Participating units the offeree is entitled to receive upon exercise will increase by the number of Participating units the offeree would have been entitled to as bonus Participating units if he had exercised the warrants on the eve of the Benefit Date.

5.3.4. In the event of a rights offering by the partnership to the holders of Participating units, after the warrant allocation date but before the exercise date, the number of Participating units to which the offeree is entitled upon exercise will be adjusted to the benefit component in the rights as it is reflected in the ratio between the closing price of the Participating unit on the TASE on the last trading day before the "Ex" day and the base price of the Participating unit "ex-rights". Notwithstanding the above, an offeree shall not be entitled to


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.

exercise a warrant for a fraction of a Participating unit and the number of Participating units to which the employee is entitled upon warrant exercise according to the warrant plan will be rounded (upwards or downwards, as the case may be) to the nearest whole number.

5.3.5. In any case of profit distribution by the partnership to its Participating unit holders (in cash or in kind), and the date determining the right to receive these profits (hereinafter: the "Record Date") occurs after the allocation date but before their exercise date, the exercise price of each warrant that has not yet been exercised into a Participating unit of the partnership before the Record Date will be reduced by the amount of the gross profit per Participating unit. Beyond the adjustments to the exercise price detailed in this section, profit distribution by the partnership (in cash and/or in kind) shall not affect in any way the number of Participating units for the exercise or the exercise price and shall not require the partnership to perform any adjustment in connection with the warrants and/or the exercise Participating units, unless determined otherwise by the general partner's board of directors.

5.3.6. If the partnership performs a consolidation or split of its Participating units into Participating units with a different par value, the required adjustments will apply to the exercise units.

  1. Details regarding the employment terms of the active Chairman of the Board of Directors of the general partner in the partnership and compensation he received from the partnership according to the Sixth Addendum to the Securities Regulations (Periodic reports and Immediate reports), 1970 (hereinafter: "the Report Regulations")

The offeree serves as the active Chairman of the Board of the general partner in the partnership starting from the commencement of tenure date (as defined in section 3.1.1 of the Meeting Summon Report). For details about his employment terms, see item No. 3 on the agenda of the meeting summon.

  1. Method of Determining the Private Offer and the Reasons for Determining the Compensation

The decision regarding the private offer of the warrants to the Chairman was made by the general partner's board of directors and upon the recommendation of the Compensation Committee, within the framework of the approval of the terms of the Chairman's tenure and employment. The issuance of the warrants is subject to conditions and approvals as detailed in section 12 below.

  1. Reasons of the Compensation Committee and the General Partner's Board of Directors

For details see section 3.7 of the Meeting Summon Report.

5/25/2026 | 5:55:38 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..

9. Partnership Capital, the Quantity and Share of Holdings of the Offeree and Interested Parties in the Partnership

The Partnership capital prior to the offer subject of this report consists of 1,173,814,691 Participating units, and following the allocation and assuming the Offeree exercises all the warrants into Participating units (including the warrants granted to additional officers in the Partnership), it will stand at 1,179,433,470 Participating units.

Below are the details of the holdings of the Offeree, of interested parties in the Partnership, of other officers, as well as the total holdings of the rest of the unit holders in the Partnership as of the date of publication of the Meeting Summons Report and assuming the execution of the allocation and exercise of all warrants subject of the allocation and those previously allocated to officers in the Partnership*:

Name of Holder Quantity and share of holdings in the issued and paid-up capital prior to the grant (as of May 20, 2026) and immediately following it Quantity and share of holdings in the issued and paid-up capital prior to the grant (as of May 20, 2026) (fully diluted) Quantity and share of holdings in the issued and paid-up capital after the allocation assuming the Offeree exercises all securities offered according to this report** Quantity and share of holdings in the issued and paid-up capital after the allocation assuming all securities offered and exercisable are exercised (fully diluted)**
Participating units Rate in % Participating units Rate in % Participating units Rate in % Participating units Rate in %
Delek Group Ltd. 635,998,471.01 54.18 635,998,471.01 53.96 635,998,471.01 54.15 635,998,471.01 53.92
Avner Oil and Gas Ltd. 11,319,080.84 0.96 11,319,080.84 0.96 11,319,080.84 0.96 11,319,080.84 0.96
Gabriel Last 12,109.60 0 12,109.60 0 12,109.60 0 12,109.60 0
Liora Pratt Levin 50,539.84 0 50,539.84 0 50,539.84 0 50,539.84 0
CEO 603,769 0.05 5,440,601 0.46 603,769 0.05 5,440,601 0.46
Chairman*** - - - - 781,947 0.07 781,947 0.07
Public 525,830,720.71 44.81 525,830,720.71 44.61 525,830,720.71 44.77 525,830,720.71 44.58
Total*** 1,173,814,691 100.00 1,177,110,290 100.00 1,175,355,924 100.00 1,178,651,523 100.00

() Holding as of the last date reported to the Partnership - March 31, 2026.
(
) Theoretical rate only. The quantity of Participating units to be exercised may be smaller because the warrants offered under this meeting summons report may be exercised via a net exercise (cashless) mechanism.
(
) The Chairman is an interested party by virtue of his service as Chairman of the Board of Directors of the General Partner, but is not an interested party in the Partnership by virtue of his holdings in Participating units, and will not become an interested party by virtue of his holdings as a result of the allocation of warrants.
(
*) Sums in the table may not add up due to rounding differences.

10. Personal Interest of a Material Holder of Participating units or an Officer in the Partnership or in the General Partner

To the best of the Partnership's knowledge, as of the date of the meeting summons report, except for the Offeree himself, no material holder of Participating units or officer in the Partnership or in the General Partner has a personal interest in the private offer of warrants to the Offeree.

11. Provisions of Section 102 of the Income Tax Ordinance - Capital Gains Track

11.1. The warrants will be allocated to the Offeree under the capital gains track (with a trustee) according to Section 102 of the Ordinance (said Section 102, the regulations promulgated and the rules established thereunder shall be referred to above and below together as: "Provisions of Section 102").
11.2. In accordance with the Provisions of Section 102, the warrants will be allocated to the trustee for the Offeree, and the trustee will act regarding the warrants and the exercise units in accordance with the Provisions of Section 102, as well as in accordance with the provisions of the trust agreement and the warrant exercise procedure.

and the sale of exercise units, as determined between the Partnership and the trustee.

11.3. The Offeree shall bear all tax liabilities regarding the grant and exercise of the warrants, and the payment for the Participating units by virtue of the exercise of the warrants. The trustee will deduct, according to the Provisions of Section 102, all taxes by way of withholding tax at source.


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.

11.4. In accordance with the Provisions of Section 102, and without derogating from the generality of the above, the following provisions shall apply:

11.4.1. The warrants and exercise units will be allocated or issued in the name of a trustee and held by him for the periods fixed in the Provisions of Section 102 (hereinafter: "the Blocking Period").

11.4.2. The trustee shall not transfer the exercise units to the Offeree prior to the payment of the full tax obligation arising from the exercise of the warrants.

11.4.3. Subject to the Provisions of Section 102, an Offeree shall not sell or remove the exercise units from the trustee's hands until the Blocking Period has passed. Notwithstanding the above, if such sale or transfer occurs during the Blocking Period, the sanctions by virtue of the Provisions of Section 102 shall apply to the Offeree.

12. Required Approvals

The warrants will be allocated to the Offeree soon after receiving all the approvals required by any law for the private offer, including:

12.1. Approval of the organs required by law for the allocation;

12.2. Approval of the TASE for the listing for trade of the exercise units. The Partnership will apply to the TASE with a request to register the exercise units for trade shortly after the publication of the Meeting Summons Report;

12.3. The Offeree entering into the allocation agreement.

13. Agreements between Offerees and Holders of Participating units

To the best of the Partnership's knowledge and as reported to it by the Offeree, there are no agreements, whether in writing or orally, between the Offeree and holders of Participating units in the Partnership, all or some of them, regarding the purchase or sale of securities of the Partnership or regarding voting rights in the Partnership.

14. Restrictions and Blocking Provisions

14.1. Blocking according to the Securities Law, 1968 (hereinafter: "the Securities Law") and the regulations thereunder

The sale of the exercise units is subject to the provisions of Section 15C of the Securities Law and the Securities Regulations (Details regarding Sections 15A and 15C of the Law), 2000, as specified below:

(a) Absolute blocking period - a prohibition on offering the exercise units during trading on the TASE if six (6) months have not yet passed since the date of the allocation of the warrants.

(b) Drip period - for 6 consecutive quarters, which will be counted starting from the end of the period mentioned in paragraph (a) above, each of the Offerees may offer on any trading day a quantity of units that shall not exceed the daily average

of the trading turnover on the TASE in the Partnership's units in the 8-week period preceding the offer day, provided that each of the Offerees shall not offer in one quarter a quantity of units exceeding 1% of the issued and paid-up capital of the Partnership.

For this purpose, "issued and paid-up capital" excludes Participating units resulting from the exercise or conversion of convertible securities allocated up to the offer day and not yet exercised or converted.

For this purpose, a "quarter" means a period of 3 months, the first quarter beginning at the end of the period stated in subsection (a) above.

14.2. Restrictions by virtue of the Provisions of Section 102

The warrants, exercise units, and any right regarding them shall be blocked for a period of 24 months from the date of the grant decision, in accordance with the Provisions of Section 102 and the Tax Authority's guidelines.

15. Transferability of the Warrants

15.1.


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.

Subject to all the provisions of the warrant plan, no person, except the Offeree, shall have any rights in relation to the warrants allocated to the Offeree under the warrant plan, and during the Offeree's lifetime, the warrants shall be exercisable by the Offeree only.

15.2. The warrants may not be sold, assigned, transferred, pledged, attached, or otherwise disposed of except by will or inheritance laws. A transfer of the warrants by will or inheritance laws shall be valid and bind the Partnership only after it is provided with approvals to its satisfaction, proving the transferee's right to receive the warrants and only after receiving the transferee's written consent to comply with all provisions of the warrant plan and to pay all payments he will have to pay in connection with the transferred warrants, in a version to be prepared to the Partnership's satisfaction.

  1. Tax Implications

The Partnership's obligation to allocate Participating units upon exercise of the warrants, or to perform any other action in connection with warrants or Participating units resulting from the exercise, is subject to the full fulfillment of any obligation to pay income tax or other mandatory payment applicable to the Offeree (as applicable), including the deduction of any tax or mandatory payment required by law.

If there is any tax liability or other mandatory payment (National Insurance, state health tax, taxes applicable by law in the country of residence for tax purposes regarding a foreign Offeree, etc.) for and/or due to this report, including for the allocation of warrants to the Offeree, their exercise into Participating units, the sale of Participating units resulting from the exercise, the receipt of a dividend or any other benefit for the warrants or exercise Participating units under the warrant plan, it shall be borne by the Offeree alone. The Offeree shall indemnify the Partnership and/or the trustee for any payment or claim for payment of any such required tax, if required, and the company and/or the trustee shall be entitled to deduct from the amounts due to the Offeree any debt balance of the Offeree to the Partnership and/or the trustee as far as such a debt exists.

  1. Data on the Price of the Partnership's Participating Unit

The closing price of a Participating unit of the Partnership on the TASE at the end of the trading day preceding the date of the General Partner's Board of Directors' decision was 17.80 NIS. The ratio between the closing price of a Participating unit of the Partnership on the TASE at the end of the trading day preceding the date of the General Partner's Board of Directors' decision and the exercise price of the warrants is 0.959 NIS for the first tranche, 0.913 NIS for the second tranche, and 0.870 NIS for the third tranche.

  1. Economic Value of the Warrants

According to a valuation performed for the Partnership by S-Cube Financial Consulting Ltd, the fair value of the warrants offered to the Chairman totals approximately 4,200 thousand NIS. The valuation was performed according to the Black-Scholes model, as of the approval date (May 20, 2026). The main assumptions on which the valuation was based are as follows: (a) exercise price: as specified in section 2.3 above; (b) value of the underlying asset: 17.80 NIS, according to the closing rate on the approval date; (c) expiration date: 4 years from the grant date; (d) vesting date: as specified in section 2.2 above; (e) risk-free interest: taken from the bank of Israel interest on non-linked BONDS. Government bonds issued over a range equal to a period corresponding to the life of the warrants - 3.72%; (f) standard deviation: calculated on the basis of daily trading data in a period corresponding to the life of the warrants - 35.93%.

As of the date of the General Partner's Board of Directors' approval, the value of the warrants was estimated as specified in the Meeting Summons Report. However, the date of granting the warrants will only be after receiving the required approvals for the allocation and therefore the fair value may be higher or lower than this value.

5/20/2026 | 5:50:39 PM | v1.2.5