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Paz Oil Company Ltd. — Proxy Solicitation & Information Statement 2026
May 20, 2026
6977_rns_2026-05-20_0e309a96-151a-4a51-b6dd-6fd6ecf26aab.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.
Paz Retail and Energy Ltd.
PAZ RETAIL AND ENERGY LTD
Number in the register: 510216054
To: Israel Securities Authority
www.isa.gov.il
To: Tel-Aviv Stock Exchange Ltd.
www.tase.co.il
T460 (Public)
Filed via MAGNA: 20/05/2026
Reference No.: 2026-01-046556
Immediate report on a Meeting
Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 1970
Explanation: If one of the items on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report on T138 in parallel.
Is it possible to vote using the electronic voting system: Yes
Note: The option to choose in this field is only for foreign corporations (that are not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system shall obligate the corporation to process all votes received through this system.
Link to the voting system website where it is possible to vote: Voting system
Explanation: Eligible persons entitled to vote in the system shall receive the access details to the system from the TASE members.
The corporation reports on: Convening a meeting
Note: In the event of a change in the date of the meeting (postponement or bringing forward) select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".
The reference number of the last notice regarding the meeting is __, which was convened for the date ____
Reason for postponement or cancellation: ______
Explanation: Reference should be made to the reference number of the last notice for convening or postponing the meeting.
- Type of security Share
Name of the entitling security: Paz Energy NIS par value
Number of the security on the stock exchange that entitles its holder to participate in the meeting 1100007
The record date for entitlement to participate and vote in the meeting: 27/05/2026
Explanation: If a meeting is required for more than one security, T460 should be reported for each additional security separately. Reports in which additional security numbers are specified will necessitate sending a correcting report.
- On the date: 19/05/2026
It was decided on Convening a meeting Special meeting
to be convened on Wed. on the date: 24/06/2026 at: 15:00
At the address: At the Company's offices GREENWORK, Building D, Kibbutz Yakum
- Agenda:
Explanation: Numbering of the items on the agenda will be according to the order of their appearance in the meeting notice report if attached as a file.
Items/resolutions to be raised at the meeting:
1
The subject/resolution and its details:
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 approve the Company's compensation policy for officers, attached as Appendix B to the meeting notice report, in accordance with Section 267A of the Companies Law, as set forth in Section 3.1 of the attached notice report
Approval of compensation policy under Section 267A(a) of the Companies Law
Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: __
Attention: This field can be filled in only when the resolution is for the appointment of an external director only.
There is no obligation to specify gender.
Type and identification number
Explanation: For resolutions relating to service as a director, the director's identification number must be entered.
Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No
Does the transaction include a private offering __
With regard to how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or another law for approval of the resolution
Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of sections of the law, select the field "Declaration: there is no suitable field for classification" and choose "Yes" transaction with a controlling shareholder.
Only in the case of a BONDS meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant legal sections by virtue of which the resolution is required be explained and detailed.
Does the item require disclosure of affiliation or other characteristic of the voting shareholder: __
Attention: These values may be selected only where "Declaration: there is no suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder.
In the case of a BONDS meeting
It was decided that another matter exists: __
Details of the other matter
Attention: The details of the other matter determine the wording of the declaration to be included in the internet voting system. A question must be phrased so that the answer to it will be in the format "Yes"/"No". The question will appear in the voting system alongside the resolution on the agenda and the voter will have a choice between "Yes"/"No" and an option to add details if the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under 350):
Attention: This field determines the wording of the request for additional details to be included in the internet voting system. The voter will have the option to add details in a free-text field.
☐ Disclosure amendment
☐ Minor change or one that only benefits the company compared with the wording of the resolution detailed in the last report
☐ Removed from the agenda
☐ The item was discussed at a previous meeting
☐ Change of item/addition of a new item to the agenda by order of the court
☐ Change of item/addition of a new item to the agenda under Regulation 5b of the Companies Regulations (Notice and
Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000
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.
| ○ Addition of a new item to the agenda after the record date due to a technical error, as detailed: —— |
|---|
| Explanation: After the record date it is not possible to amend a resolution, except for an amendment of the terms of the transaction that benefits the company or a minor change. Likewise, after the record date it is not possible to add new items to the agenda except by order of a court or pursuant to Regulation 5b of the Notice and Announcement Regulations. |
| The resolution on the agenda is brought to a vote |
| Type of majority required for approval Not an ordinary majority As detailed in Section 4.2 of the meeting notice report |
| Will the holding percentage of the controlling shareholder in the company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No |
| 2 |
| The subject/resolution and its details: To approve updates to the terms of office and employment of Mr. Harel Locker, Chairman of the Company's Board of Directors, including an annual bonus mechanism and equity-based compensation, as set forth in Section 3.2 of the attached notice report Transaction with a director regarding the terms of his office and employment under Section 273(a) of the Companies Law Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here Gender: ____ Attention: This field can be filled in only when the resolution is for the appointment of an external director only. There is no obligation to specify gender. |
| Type and identification number Explanation: For resolutions relating to service as a director, the director's identification number must be entered. —— |
| Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No Does the transaction include a private offering No With regard to how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link |
| Explanation of the section in the Companies Law or in the Securities Law or another law for approval of the resolution —— Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of sections of the law, select the field “Declaration: there is no suitable field for classification” and choose “Yes” transaction with a controlling shareholder. Only in the case of a BONDS meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant legal sections by virtue of which the resolution is required be explained and detailed. |
| Does the item require disclosure of affiliation or other characteristic of the voting shareholder: ____ Attention: These values may be selected only where “Declaration: there is no suitable field for classification” was marked in the previous table and it is not a transaction between the Company and its controlling shareholder. —— |
| In the case of a BONDS meeting It was decided that another matter exists: ____ Details of the other matter —— Attention: The details of the other matter determine the wording of the declaration to be included in the internet voting system. A question must be phrased so that the answer to it will be in the format “Yes”/“No”. The question will appear in the voting system alongside the resolution on the agenda and the voter will have a choice between “Yes”/“No” and an option to add details if the answer is “Yes”. |
| Request for additional details from the holders: It was decided to require additional details from the holders: No |
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.
| Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under 350): |
|---|
| Attention: This field determines the wording of the request for additional details to be included in the internet voting system. The voter will have the option to add details in a free-text field. |
| □ Disclosure amendment |
| □ Minor change or one that only benefits the company compared with the wording of the resolution detailed in the last report |
| □ Removed from the agenda |
| □ The item was discussed at a previous meeting |
| □ Change of item/addition of a new item to the agenda by order of the court |
| Change of item/addition of a new item to the agenda under Regulation 5b of the Companies Regulations (Notice and |
| □ Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000 |
| □ Addition of a new item to the agenda after the record date due to a technical error, as detailed: |
| Explanation: After the record date it is not possible to amend a resolution, except for an amendment of the terms of the transaction that benefits the company or a minor change. Likewise, after the record date it is not possible to add new items to the agenda except by order of a court or pursuant to Regulation 5b of the Notice and Announcement Regulations. |
| The resolution on the agenda is brought to a vote |
| Type of majority required for approval Ordinary majority |
| Will the holding percentage of the controlling shareholder in the company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No |
| 3 |
| The subject/resolution and its details: |
| To approve updates to the terms of office and employment of Mr. Nir Stern, CEO of the Company, including an annual bonus mechanism and equity-based compensation, as set forth in Section 3.3 of the attached notice report |
| Transaction with the CEO regarding the terms of his office and employment under Section 272(g1)(1) of the Companies Law |
| Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here |
| Gender: |
| Attention: This field can be filled in only when the resolution is for the appointment of an external director only. There is no obligation to specify gender. |
| Type and identification number |
| Explanation: For resolutions relating to service as a director, the director's identification number must be entered. |
| Is this a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? No |
| Does the transaction include a private offering No |
| With regard to how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link |
| Explanation of the section in the Companies Law or in the Securities Law or another law for approval of the resolution |
| Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of sections of the law, select the field "Declaration: there is no suitable field for classification" and choose "Yes" transaction with a controlling shareholder. |
| Only in the case of a BONDS meeting or where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant legal sections by virtue of which the resolution is required be explained and detailed. |
| Does the item require disclosure of affiliation or other characteristic of the voting shareholder: |
| Attention: These values may be selected only where "Declaration: there is no suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder. |
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.
In the case of a BONDS meeting
It was decided that another matter exists: __
Details of the other matter
Attention: The details of the other matter determine the wording of the declaration to be included in the internet voting system. A question must be phrased so that the answer to it will be in the format "Yes"/"No". The question will appear in the voting system alongside the resolution on the agenda and the voter will have a choice between "Yes"/"No" and an option to add details if the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under 350):
Attention: This field determines the wording of the request for additional details to be included in the internet voting system. The voter will have the option to add details in a free-text field.
- Disclosure amendment
- Minor change or one that only benefits the company compared with the wording of the resolution detailed in the last report
- Removed from the agenda
- The item was discussed at a previous meeting
- Change of item/addition of a new item to the agenda by order of the court
- Change of item/addition of a new item to the agenda under Regulation 5b of the Companies Regulations (Notice and
- Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000
- Addition of a new item to the agenda after the record date due to a technical error, as detailed:
Explanation: After the record date it is not possible to amend a resolution, except for an amendment of the terms of the transaction that benefits the company or a minor change. Likewise, after the record date it is not possible to add new items to the agenda except by order of a court or pursuant to Regulation 5b of the Notice and Announcement Regulations.
The resolution on the agenda is brought to a vote
Type of majority required for approval Not an ordinary majority As detailed in Section 4.2 of the meeting notice report
Will the holding percentage of the controlling shareholder in the company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No
Attachment of the meeting notice report: Zimun_meuhad_isa.pdf
- Attachments
4.1 Attachment of a file including the text of a voting ballot / position statements: Hatzbaa_isa.pdf
YesText of voting ballot
NoPosition statements
Explanation: If a voting ballot and/or a position statement is attached, ensure that they are prepared in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The company must consolidate all position statements (as defined in Section 88 of the Companies Law) into one file, in which the date of publication of the statement, from whom it was received, and reference to the relevant page in the consolidated file shall be specified.
4.2 Attachment of a file including candidates' declarations / other accompanying documents: __
- Declaration of the candidate to serve as a director in the corporation
- Declaration of an independent director
-
Declaration of an external director
-
Declaration of appointment of a representative to the representatives' committee
- Amended trust deed
- Application for approval of a creditors' arrangement under Section 350
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.
Other
- The legal quorum for holding the meeting:
The legal quorum for opening the discussion at the general meeting is two shareholders present in person or by proxy or who have sent the Company a voting ballot indicating their vote and who together hold twenty-five percent (25%) of the voting rights in the Company.
- In the absence of a legal quorum, the adjourned meeting will be held on 01/07/2026, at 15:00,
At the address: At the Company's offices GREENWORK, Building D, Kibbutz Yakum.
In the absence of a legal quorum, the meeting will not be held.
- The place and times at which it is possible to review any proposed resolution whose wording was not fully presented in the agenda above
It is possible to review the full text of this report and the text of the proposed resolutions at the Company's offices GREENWORK, Building D, Kibbutz Yakum, on Sunday-Thursday during working hours (Tel: 09-8631103, Fax: 09-89562159).
Meeting ID:
Note: The meeting ID is the reference number of the initial report. In the initial report on the meeting this field remains blank.
Details of the signatories authorized to sign on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Nir Stern | Chief Executive Officer |
| 2 | Anat Rothschild | Other VP, Chief Legal Counsel and Corporate Secretary |
Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted under these regulations shall be signed by those authorized to sign on behalf of the corporation. Staff's position on the matter can be found on the ISA website: click here.
Reference numbers of previous documents on the subject (the reference does not constitute inclusion by way of reference):
The corporation's securities are listed for trading on the Tel-Aviv Stock Exchange
Date of update of the form's structure: 09/12/2025
Short name: Paz Energy
Address: Greenwork, Building D-, Kibbutz Yakum6097200 Telephone: 09-8631103, 09-8631121Fax: 09-9562159
E-mail: [email protected] Company website: https://www.paz.co.il/he-IL/home
Previous names of reporting entity: Paz Oil Company Ltd.
Name of electronic filer: Berkovich MariaPosition: Attorney/Legal CounselName of employing company:
Address: GreenworkD, Yakum6097200Telephone: 054-5369439Fax: E-mail: [email protected]