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Paz Retail and Energy Ltd.

("the Company")

Voting Paper according to the Companies Regulations (Written Voting and Position Statements), 2005 ("the Regulations")

Part One

Company Name :
Paz Retail and Energy Ltd.
Type of General Meeting, Time and Place of Convening
Special general meeting of the shareholders of the Company, which will be held on Wednesday, June 24, 2026, at 15:00 at the Company's offices at GREENWORK, Building D Kibbutz Yakum (hereinafter: "the Meeting").
Details of the items on the agenda for which it is possible to vote via a voting paper and the wording of the proposed resolutions

3.1. To approve the compensation policy for officers in the Company, attached as Appendix B to the summoning report, in accordance with Section 267A of the Companies Law, 1999 (hereinafter: "the Compensation Policy" or "the Proposed Compensation Policy").

For further details see Part B of the summoning report to which this voting paper is attached as Appendix A (hereinafter: "the summoning report").

Wording of the proposed resolution: To approve the compensation policy for officers in the Company, attached as Appendix B to the summoning report, in accordance with Section 267A of the Companies Law.

3.2. To approve updates to the terms of tenure and employment of Mr. Harel Locker, Chairman of the Company's Board of Directors, including an annual bonus mechanism and equity compensation.

For further details see Part C of the summoning report.

Wording of the proposed resolution: To approve updates to the terms of tenure and employment of Mr. Harel Locker, Chairman of the Company's Board of Directors, regarding an annual bonus mechanism and equity compensation.

3.3. To approve updates to the terms of tenure and employment of Mr. Nir Stern, the Company's CEO, including an annual bonus mechanism and equity compensation. For further details see Part D of the summoning report.

For further details see Part D of the summoning report.

Wording of the proposed resolution: To approve updates to the terms of tenure and employment of Mr. Nir Stern, the Company's CEO, regarding an annual bonus mechanism and equity compensation.

For further details regarding the items on the agenda of the Meeting, see the summoning report of the Meeting on the distribution site of the Securities Authority at: www.magna.isa.gov.il (hereinafter: "the Distribution Site")

and on the website of the Tel Aviv Stock Exchange Ltd. at: www.tase.co.il (hereinafter: "the TASE Website").

4. The Place and Hours where the Full Wording of the Proposed Resolutions Can Be Reviewed

The full wording of the summoning report, its appendices and the wording of the proposed resolutions can be reviewed on Sundays - Thursdays at the Company's offices, GREENWORK, Building D Kibbutz Yakum, during accepted working hours until the date of convening the Meeting and by prior coordination with the Chief Legal Counsel and Company Secretary, Adv. Anat Rothschild (Tel: 09-8631103, Fax: 09-89562159).

A copy of the Meeting summoning report is also published on the distribution site, on the TASE website and on the Company's website at www.paz.co.il.

5. The Majority Required for Passing the Resolutions on the Agenda, for which it is Possible to Vote via a Voting Paper

5.1. The majority required for approving the proposed resolutions listed in Section 3.2 on the agenda is an ordinary majority of all the votes of the shareholders present at the Meeting in person or by proxy or who sent the Company a voting paper indicating their vote, who are entitled to vote and voted therein, without taking into account the votes of those abstaining.

5.2. The majority required for approving the proposed resolutions listed in Sections 3.1 and 3.3 on the agenda is an ordinary majority of all the votes of the shareholders present at the Meeting in person or by proxy or who sent the Company a voting paper indicating their vote, who are entitled to vote and voted therein, without taking into account the votes of those abstaining, provided that one of the following is met:

(1) The count of the majority votes shall include at least a majority of all the votes of the shareholders who are not controlling shareholders in the Company* or have a personal interest in the resolution, participating in the vote. In the count of all the votes of the said shareholders, the votes of those abstaining shall not be taken into account;
(2) The total votes of those opposing among the shareholders mentioned in sub-paragraph (1) above did not exceed a rate of two percent of all voting rights in the Company.

The Company is a company without a control core.

6. Notice of Personal Interest

6.1.

According to Section 276 of the Companies Law, 1999 (hereinafter: "the Companies Law"), a shareholder participating in a vote at the Meeting regarding the resolutions detailed in Sections 3.1 and 3.3 above, shall notify the Company before the vote at the Meeting, and if the vote is via a voting paper - shall mark on the voting paper (in Part B of the voting paper space is allocated for marking), whether he is considered an interested party, a person with a personal interest in the resolutions on the agenda, a senior officer or an institutional investor, or not, and a description of the relevant affinity. If a shareholder did not notify or such marking was not performed, his vote shall not be counted in the count of votes regarding said resolutions.

6.2. Furthermore, in accordance with Regulation 36D(d) of the Immediate Reports Regulations and the Securities Authority's directive dated November 30, 2011 regarding disclosure of the voting manner of interested parties, senior officers and institutional entities

in meetings (hereinafter: "the Directive"), an interested party, senior officer and institutional investor, as defined in the Voting Regulations and the Directive, voting at the Meeting on the resolutions detailed in Sections 3.1 and 3.3 above, shall provide the Company as part of their vote the details required according to the Voting Regulations and Section 2(b) of the Directive, and if they voted through a proxy, the voter or proxy shall also provide the details regarding the proxy. Furthermore, a detail shall be provided regarding any connection (except for a negligible connection) between the voter or proxy (who is not a person with a personal interest) and the Company or a senior officer in the Company, including employer-employee relationships, business relationships, etc., and a detail of their nature.

7. Quorum and Adjourned Meeting

The quorum for opening the discussion at the General Meeting is two shareholders present in person or by proxy or who sent the Company a voting paper indicating their vote and holding together twenty-five percent (25%) of the voting rights in the Company. For the purpose of a quorum, a shareholder or his representative, who also serves as a proxy for other shareholders, shall be considered as two or more shareholders, according to the number of shareholders he represents. If half an hour has passed from the time set for the Meeting and a quorum was not found, the Meeting shall be adjourned by one week, to the same day, at the same hour and will be held in the same place without further notice. If a quorum is not found at the adjourned meeting as stated, at least one shareholder, present in person or by his representative, shall constitute a quorum.

8. The Record Date

The record date regarding a shareholder's eligibility to participate and vote in the General Meeting mentioned above and in the adjourned meeting, as stated in Section 182(b) and (c) of the Companies Law, and in Regulation 3 to the Regulations, is the end of the trading day on the Tel Aviv Stock Exchange Ltd. which shall fall on Wednesday, May 27, 2026 (hereinafter: "the Record Date"). If no trading takes place on the Record Date, then the Record Date shall be the last trading day preceding this date.

9. Manner of Voting

9.1

The Company's shareholders on the Record Date are entitled to vote on the resolutions on the agenda, in person or by proxy, and are also entitled to vote via a voting paper (as detailed in Section 10 below). A proxy appointment document or power of attorney must be deposited at the Company's offices at least two business days before the time set for the Meeting. According to the Company's articles, the appointment document shall be an original or a copy of the appointment document, provided that it is certified by a notary or a lawyer with an Israeli license. A shareholder who is not registered in the shareholder register and to whose credit a share is registered with a member of the Tel Aviv Stock Exchange Ltd. and that share is included among the shares registered in the register in the name of the Nominee Company (hereinafter: "Unregistered Shareholder") is also entitled to vote via the electronic voting system through an electronic voting paper as defined and as detailed in Section 11 below.

9.2 According to the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 2000 (hereinafter: "Proof of Ownership Regulations"), an Unregistered Shareholder, interested in voting at the Meeting, shall provide the Company with a certificate from the TASE member with whom his right to the share is registered, regarding his ownership of the share on the Record Date, as required according to the Proof of Ownership Regulations (hereinafter: "Ownership Certificate"). According to the Proof of Ownership Regulations, an electronic message approved according to Section 44K5 of the Securities Law regarding data of users of the electronic voting system - shall be deemed an Ownership Certificate for every shareholder included therein.

10. Voting via Voting Paper and Position Statements

10.1. Shareholders are entitled to vote regarding the resolutions on the agenda detailed above via a voting paper.

10.2. The wording of the voting paper and position statements (if any) regarding the resolutions on the agenda can be found on the distribution site and on the TASE website. A shareholder is entitled to approach the Company directly and receive the wording of the voting paper and position statements (if any) from it.

10.3. A TASE member shall send, free of charge, by email, a link to the wording of the voting paper and position statements (if any) on the distribution site to every Unregistered Shareholder, unless the Unregistered Shareholder notified that he is not interested in this, and provided that the notice was given regarding a specific securities account and at a time prior to the Record Date. The voting shall be done on the second part of the voting paper, as will be published on the distribution site.

10.4. An Unregistered Shareholder is entitled to receive the Ownership Certificate from the TASE member through which he holds his shares, at a branch of the TASE member or by mail to his address for delivery fees only, if he requested this, and provided that a request for this matter was given in advance for a specific securities account.

10.5. The voting paper (non-electronic) of an Unregistered Shareholder shall be submitted to the Company together with the Ownership Certificate, so that the voting paper reaches the Company's registered office no later than four hours before the time of convening the Meeting (namely, no later than Wednesday, June 24, 2026, at 11:00).

10.6. A shareholder registered in the shareholder register shall submit the voting paper to the Company, together with a copy of an ID card or a copy of his passport or a copy of a certificate of incorporation, so that the voting paper reaches the Company's registered office up to six hours before the time of convening the General Meeting (namely, no later than Wednesday, June 24, 2026, at 09:00).

10.7. A shareholder is entitled to approach the Company's registered office and after proving his identity, withdraw his voting paper and Ownership Certificate / copy of his ID card or copy of his passport or copy of his certificate of incorporation up to 24 hours before the time of convening the Meeting.

11. Voting via the Electronic Voting System

11.1. As stated above, an Unregistered Shareholder is entitled to vote regarding the resolutions on the agenda, also via a voting paper that will be transmitted in the electronic voting system as defined in the Voting Regulations (hereinafter: "Electronic Voting Paper").

11.2. The Electronic Voting Paper is opened for voting at the end of the Record Date. Voting via the electronic voting system will end 6 hours before the time of the Meeting (namely, Wednesday, June 24, 2026, at 09:00), at which time the electronic voting system will be closed.

11.3. The electronic voting shall be subject to change or cancellation until the closing time of the electronic voting system and it will not be possible to change it via the electronic voting system after this time. If a shareholder voted in more than one way, his later vote will be counted. For this purpose, a vote by a shareholder himself or via a proxy shall be considered later than a vote via an Electronic Voting Paper.

11.4. It should be noted that due to actions performed by the Securities Authority for the protection of information systems and computer infrastructure on which the electronic voting system is based, temporary difficulties may arise in accessing the system from abroad.

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Electronic voting. A shareholder who wishes to vote and encounters difficulties in accessing the electronic voting system is requested to vote via alternative voting methods, i.e., via a voting paper or by proxy as detailed in sections 9 and 10 above, or to contact the system's support center at 077-2238333.

12. The Company's address for submission of voting papers and position statements

Company offices GREENWORK, Building D, Kibbutz Yakum, 6097200 (Phone: 09-8631103).

13. The deadline for providing position statements to the company by the shareholder and the Board's response

The deadline for providing position statements (according to the regulations) to the company is up to ten days before the meeting date.

The deadline for providing the Board's response to the position statements, if and to the extent that shareholder position statements are submitted and the Board chooses to submit its response to said position statements, is no later than five days before the meeting date.

14. Review of voting papers

One or more shareholders holding, on the record date, shares at a rate constituting five percent (5%) or more of the total voting rights in the company, namely 538,137 ordinary shares of 5 NIS par value each, is entitled by himself or through a proxy on his behalf, after the convening of the general meeting, to review the voting papers that reached the company at the company's office during customary business hours.

15. Changes to the meeting agenda

It should be noted that after the publication of the voting paper, there may be changes to the agenda of the general meeting, including the addition of an item to the agenda, and position statements may be published; it will be possible to review the updated agenda and published position statements in the company's reports published on the Distribution Site and the TASE website, whose addresses are detailed in Section 3 above.

16. Deadline for providing an amended voting paper

A shareholder's request under Section 66(b) of the Companies Law to include a topic on the meeting's agenda will be submitted to the company by the date set for this purpose in the Meeting Notice Regulations, up to seven days after the summoning of the meeting. If such a request is submitted, the topic may be added to the agenda and its details will appear on the Distribution Site. In such a case, the company will publish an amended summons no later than seven days after the deadline for submitting a shareholder's request to include a topic on the agenda, as stated above. The company will publish an amended voting paper on the date of publication of the amended summons.

A shareholder shall indicate his voting method regarding the items on the agenda in the second part of the voting paper.

Voting Paper - Part Two

Company Name: Paz Retail and Energy Ltd.

Company Address (for delivery and mailing of voting papers): GREENWORK, Building D, Kibbutz Yakum, 6097200 (Phone: 09-8631103).

Company No.: 51-021605-4.

Meeting Date: Wednesday, June 24, 2026, at 15:00.

Meeting Type: Special General Meeting.

The record date for share ownership regarding the right to vote in the Annual General Meeting: The end of the trading day on the Tel Aviv Stock Exchange Ltd. occurring on Wednesday, May 27, 2026 (hereinafter: "the record date"). If no trading takes place on the record date, then the record date shall be the last trading day preceding this date.

Shareholder Details

Shareholder Name:
ID No.:

If the shareholder does not have an Israeli ID card-
Passport No.:
Country of Issue:
Valid Until:

If the shareholder is a corporation-
Corporation No.:
Country of Incorporation:

If the shareholder is a voter as stated in Section 6 of the first part of the voting paper above -

Are you an interested party¹, a senior officer² or an institutional investor³? Yes ☐
No ☐

Please specify if you indicated that you are considered an interested party, a senior officer in the company, or an institutional investor:

Details regarding any connection between the voter (who does not have a personal interest) or his proxy and the company or any of the controlling shareholders or a senior officer in the company, including employer-employee relations, business ties, etc., and details of their nature:

1 As defined in Section 1 of the Securities Law, 1968.
2 As the term "senior officer" is defined in Section 37(d) of the Securities Law.
3 As the term "institutional investor" is defined in Regulation 1 of the Companies Regulations (Voting in Writing and Position Statements), 2005.

Voting Method:

Agenda Item	Voting Method4			Do you have a personal interest in the resolution5
	For	Abstain	Against	Yes*	No
Topic 1 - To approve the compensation policy for officers in the company, attached as Appendix B to the Summons Report, in accordance with Section 267A of the Companies Law, 1999, as stated in Section 3.1 above.
Topic 2 - 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 compensation, as stated in Section 3.2 above.
Topic 3 - 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 compensation, as stated in Section 3.3 above.

Date

Signature

For shareholders holding shares through a TASE member (according to Section 177(1) of the Companies Law, 1999) - this voting paper is valid only if accompanied by a certification of ownership or if certification of ownership was sent to the company via the electronic voting system.

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

5/20/2020 | 5:40:28 AM | v1.2.5

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4. The Place and Hours where the Full Wording of the Proposed Resolutions Can Be Reviewed

5. The Majority Required for Passing the Resolutions on the Agenda, for which it is Possible to Vote via a Voting Paper

6. Notice of Personal Interest

7. Quorum and Adjourned Meeting

8. The Record Date

9. Manner of Voting

10. Voting via Voting Paper and Position Statements

11. Voting via the Electronic Voting System

12. The Company's address for submission of voting papers and position statements

13. The deadline for providing position statements to the company by the shareholder and the Board's response

14. Review of voting papers

15. Changes to the meeting agenda

16. Deadline for providing an amended voting paper

Voting Paper - Part Two

Shareholder Details

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Paz Oil Company Ltd. — Proxy Solicitation & Information Statement 2026

6977_rns_2026-05-20_6b6bbb7f-c97b-48a5-a939-584bcde7cb53.pdf

Paz Retail and Energy Ltd.

4. The Place and Hours where the Full Wording of the Proposed Resolutions Can Be Reviewed

5. The Majority Required for Passing the Resolutions on the Agenda, for which it is Possible to Vote via a Voting Paper

6. Notice of Personal Interest

7. Quorum and Adjourned Meeting

8. The Record Date

9. Manner of Voting

10. Voting via Voting Paper and Position Statements

11. Voting via the Electronic Voting System

12. The Company's address for submission of voting papers and position statements

13. The deadline for providing position statements to the company by the shareholder and the Board's response

14. Review of voting papers

15. Changes to the meeting agenda

16. Deadline for providing an amended voting paper

Voting Paper - Part Two

Shareholder Details

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