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Prashkovsky Investments and Construction Ltd. ("the Company")

To:
To: March 11, 2026

Israel Securities Authority
The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il
www.tase.co.il

Subject: Immediate report regarding the summoning of a special meeting of the Company's shareholders

In accordance with the provisions of the Companies Law, 5759-1999 ("Companies Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Reports Regulations") and the Securities Regulations (Transaction between a Company and a controlling shareholder thereof) 5761-2001 ("Securities Regulations"), the Company is pleased to hereby announce the summoning of a special meeting of the Company's shareholders ("the Meeting") which will take place on Thursday, April 16, 2026 at 15:00, at the Company's offices at 10 Moti Kind St., Rehovot ("the Company's offices"). On its agenda:

Update and extension of the terms of the Company's engagement with Ms. Maya Kardi ("Ms. Kardi"), who is among the controlling shareholders of the Company, as the Company's legal advisor starting from June 1, 2026

1.1 Since June 1, 2011, Ms. Kardi, who is among the controlling shareholders of the Company, has been employed as the Company's legal advisor.

1.2 On April 24, 2023, the general meeting of the Company's shareholders approved the update and extension of the terms of office and employment of Ms. Kardi for her services as the Company's legal advisor, for an additional period of three years starting from June 1, 2023. For further details regarding the existing terms of office as of this date, see the (supplementary) meeting summoning report published by the Company on March 19, 2023 (Reference No.: 2023-01-028419).

1.3 Since, in accordance with the provisions of Section 275(a1)(1) of the Companies Law, the employment terms of controlling shareholders must be approved every three years, it is proposed to approve the update and extension of the engagement terms with Ms. Kardi, as the Company's legal advisor, for an additional period in accordance with the provisions of Section 275(a1)(a) of the Companies Law, as they may be from time to time effective as of June 1, 2026, without change relative to the existing terms as of this date, except for an update to the monthly salary and an update to the annual bonus cap, all as specified below:

(a) Monthly salary (gross) - 50 thousand NIS (instead of a monthly salary of 46 thousand NIS according to the existing terms as of this date).
(b) Social benefits - The Company makes contributions for Ms. Kardi to an executive insurance policy, loss of working capacity insurance, study fund (including gross-up of these contributions, if necessary), vacation and sick days.
(c) Cellular phone - The Company bears the provision of a cellular phone for Ms. Kardi, the payment of costs involved in its maintenance, and the Company bears the tax gross-up arising from this benefit, if and as applicable.
(d) Termination of engagement - Each party is entitled to terminate it by six months' prior notice.

1 A period which as of the date of this summons stands at 3 years.

(E) Annual Bonus - Once a year, after the publication of the company's annual consolidated and audited financial statements, Ms. Cardi is entitled to an annual bonus for her work in the past year (or for her part, proportionately according to the period in which she is employed) ("the Annual Bonus"). The annual bonus will be calculated from the total annual profit of the company (consolidated), before tax, before calculating the bonus for Ms. Cardi and before calculating the bonuses for other officers in the company entitled to a bonus, as it will appear in the company's annual consolidated and audited financial statements ("the Annual Profit"), provided that the said profit is over a total of NIS 65 million (i.e., the bonus amount will be calculated only from the profit exceeding NIS 65 million) ("the Profit Floor"), in accordance with the following rates:

A. As long as the Annual Profit is up to a total of NIS 65 million - no annual bonus will be paid;

B. As long as the Annual Profit is between NIS 65 million and NIS 110 million - an annual bonus will be paid at a rate of 1% of the said portion of the Annual Profit (i.e., from the difference between the total Annual Profit and the sum of NIS 65 million);

C. As long as the Annual Profit is over NIS 110 million - an annual bonus will be paid at a rate of 1.5% of the said portion of the Annual Profit (i.e., from the difference between the total Annual Profit and the sum of NIS 110 million) and in addition to the bonus amount obtained from the provisions of subsection (B) above.

D. Bonus Ceiling Limitation - In any case, the annual bonus to Ms. Cardi will not exceed a total of NIS 275 thousand per year (instead of a total of NIS 225 thousand in accordance with the conditions existing as of this date). For the avoidance of doubt, it will be noted that the updated bonus ceiling limitation will apply in relation to the entire year of 2026 such that the annual bonus ceiling for 2026 will stand at the updated bonus ceiling as specified above.

E. Threshold Condition - In addition, the annual bonus is subject to the company signing at least 250 sale or rental contracts for housing units per year.

F. Additional provisions to apply in connection with the bonus mechanism (which are from the company's compensation policy)

Bonus Payment Date - The bonus will be paid for each calendar year of the employment period no later than the payment date of the first salary following the date of approval of the company's annual financial statements.
The said bonus will be calculated from the company's profits before tax arising from any source whatsoever, including one-time profits net of profits (losses) arising from the revaluation of investment real estate that have not yet been realized (without neutralizing revaluation profits arising from the revaluation of assets in the residential rental sector in Israel).
Offsetting losses/Adding surplus profits - If in a certain year the company presents a consolidated annual loss, such loss will be offset against the subsequent consolidated annual profit, for the purpose of calculating the bonus in the subsequent year. Conversely, in a year in which the profit results in a bonus exceeding the ceiling set for each officer, the "designated profit" will be added to the subsequent consolidated annual profit, for the purpose of calculating the bonus in the subsequent year.

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It will be clarified and emphasized that in the event that in the subsequent year the company presents a consolidated annual loss, the "surplus" profit will not be added to the said loss and in any case, in respect of the results of that subsequent year (in which, as stated, a consolidated loss will be presented) the officer in the company will not be entitled to a bonus.

annual.

It is clarified that the annual bonus does not constitute part of the salary for the purpose of calculating social benefits and should not be considered for the purpose of severance pay.
Bonus proportionality and vesting period - Ms. Kardi will be entitled to an annual bonus only on the condition that she is employed by the Company for at least 3 months in the year for which the annual bonus is granted. Should she end her role before the end of the relevant year, the bonus to which she may be entitled will be calculated based on the results of the quarter that ended prior to the termination of the employer-employee relationship.
Repayment of the bonus in case of error - Insofar as it becomes apparent that an annual bonus (or part thereof) that was paid was calculated based on data that subsequently turned out to be erroneous, within a period of 3 years from the payment date of the relevant bonus, Ms. Kardi shall return to the Company, or the Company shall pay Ms. Kardi, as the case may be, the difference between the bonus amount she received and that which she was entitled to due to the said correction (taking into account differences, if any, in tax payments and liabilities applicable to her and/or paid by her).

Repayment of the amounts by the Company, as relevant, will be carried out at the time of payment of the first salary following the publication of revised financial reports, whereas the repayment of the amounts by Ms. Kardi will be carried out by way of offsetting from the annual bonus of Ms. Kardi in the subsequent year (as relevant), where the balance, if any, will be settled within the monthly salary spread over 12 payments.

It will be noted that the calculation brackets of the annual bonus as stated in sub-sections (a) to (c) above ("Bonus Brackets") are in accordance with the compensation policy for officers of the Company that was approved at the general meeting of the Company's shareholders on October 25, 2023, and which is in effect until October 24, 2026. Insofar as a change in the bonus brackets as stated above occurs within the framework of the re-approval of the compensation policy for officers, then the bonus brackets in relation to the annual bonus to which Ms. Kardi will be entitled shall be adjusted automatically and without the need for obtaining additional approvals, as will be approved within the framework of the compensation policy for officers.

(f) Monthly employment cost - approximately NIS 68 thousand, plus actual expenses for a cell phone and annual bonus, to the extent she is entitled to a bonus according to her terms.

1.4 Below are details regarding the proposed compensation for Ms. Kardi in accordance with the Sixth Addendum to the Reports Regulations (the amounts are in NIS thousands in terms of cost to the Company):

Details of the Compensation Recipient				Compensation for Services (in NIS thousands)		Other Compensation	Total per Year
Name	Role	Scope of Position	Rate of Holding in the Corporate Equity	Monthly Salary Cost (*)	Annual bonus, share-based payment, consulting fees, commission and other	Rent, interest, other
Maya Kardi	Legal Counsel of the Company	100%	15.16%	68	As detailed in Section 1.3(e)	---	1,091(**)
Maya Kardi	Legal Counsel of the Company	100%	15.16%	68	As detailed in Section 1.3(e)	---	1,091

() Presented in terms of cost to the Company, including salary cost and social benefits as customary.
(*) Annual salary cost plus an annual bonus at the height of the bonus cap as detailed in Section 1.3(e) above.

The engagement detailed in Section 1 on the agenda of the meeting shall hereinafter be called: "The Proposed Engagement".

2. Additional details regarding the meeting

2.1 Names of the controlling shareholders in the Company who have a personal interest in the approval of the engagement and the nature of this interest

To the best of the Company's knowledge and as of the date of the report, the controlling shareholders in the Company are Arnon and Edna Prashkovsky, Yosef Prashkovsky, Sharon Prashkovsky and Maya Kardi, and this is by virtue of a joint control agreement in the Company signed between the controlling shareholders. To the best of the Company's knowledge and as of the date of the report, the controlling shareholders in the Company are as mentioned members of the Prashkovsky family as mentioned who together hold approximately $63.97\%$ of the issued capital and voting rights in the Company. For further details regarding the controlling shareholders see Section 3.4 in the shelf prospectus published by the Company on July 21, 2024 (Ref. No.: 2024-01-076672) and for details, to the best of the Company's knowledge, regarding the holdings of the controlling shareholders, near the date of the report, see an immediate report on the holdings of interested parties and senior officers published by the Company on January 4, 2026 (Ref. No.: 2026-01-001053).

The personal interest of Arnon, Edna, Yosef and Sharon Prashkovsky stems from being a "relative", as defined in the Companies Law, of Mrs. Kardi, the beneficiary of the proposed engagement.

Mrs. Kardi's personal interest stems from her being a beneficiary of the proposed engagement.

2.2 The manner in which the consideration was determined and the reasons of the compensation committee and the Board of Directors

The proposed employment terms of Mrs. Kardi as detailed in Section 1 above were determined, among other things, based on the scope of her role, the matters handled within it, the degree of responsibility imposed on her within the role and her qualifications. Furthermore, the proposed engagement was brought for discussion before the compensation committee, as well as the Company's Board of Directors and was approved, among other things, for the reasons detailed in Section 3 below.

2.3 Approvals required for the execution of the proposed engagement

2.3.1 On March 8, 2026, the compensation committee approved the proposed engagement.
2.3.2 On March 11, 2026, the Board of Directors of the Company approved the proposed engagement.
2.3.3 The proposed engagement is subject to the approval of the General Meeting of the Company's shareholders, convened according to this immediate report.

2.4 Transactions of the type of the proposed engagement or transactions similar to it

For details regarding transactions of the type of the engagement on the agenda or engagements similar to it, between the Company and the controlling shareholder or in which the controlling shareholder had a personal interest, that were signed in the last two years or that are still in effect, the Company refers to Regulation 22 in Chapter D of the Periodic report for the year ended December 31, 2025, which was published on March 11, 2026 (Ref. No.: 2026-01-021564).

3. Summary of the reasons of the compensation committee and the Board of Directors for the approval of the proposed engagement

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3.1 Mrs. Kardi has served in her position since 2011 and previously acted as external legal counsel to the Company,

and she possesses experience and a deep understanding of the Company's fields of activity.

3.2 It should be noted that the Compensation Committee and the Company's Board of Directors approved the update and extension of the engagement and determined this based on the reasons detailed in this section, despite the fact that no comparative analysis was presented in relation to similar positions, given that it is an extension of existing terms while updating the monthly salary and the bonus cap in volumes within the limits of the Company's remuneration policy for officers, and therefore, determined that these are reasonable and acceptable market terms.

3.3 As mentioned above, Ms. Kardi has served as the Company's legal advisor for many years, has extensive experience, and handles all of the Company's purchase agreements, reports to authorities, registration of joint houses, etc.

3.4 The Company actually utilizes an internal legal department headed by Ms. Kardi (except for urban renewal projects), as opposed to many other companies that outsource legal treatment of sales contracts to external legal advisors who charge fees ranging between 1% and 1.5% of the sales amounts of housing units. As a result, the Company saves expenses in significant amounts which can even reach amounts of millions of shekels annually.

3.5 The Compensation Committee and the Company's Board of Directors noted in their decision that the update of Ms. Kardi's terms of tenure and employment is reasonable and acceptable, inter alia, in light of the increase in the scope of the Company's activities (number of active projects, strengthening of equity, growing profitability) which led to an increase in the scope of work and responsibility of Ms. Kardi.

3.6 The proposed monthly salary for the services provided by Ms. Kardi was determined by the Company, considering Ms. Kardi's education and experience, the scope of her position, and the nature and essence of her role in the Company. In addition, the update of Ms. Kardi's monthly salary constitutes maintaining the real value of the salary following the index increase that has occurred since the date of approval of her employment terms approximately 3 years ago.

3.7 The members of the Compensation Committee and the Company's Board of Directors examined all of Ms. Kardi's employment terms, including reference to the Company's compliance with its existing and expected obligations at their scheduled times, and found that there is no reasonable concern that the approval of the update and extension of Ms. Kardi's employment terms will prevent the Company from the ability to meet its existing and expected obligations when their time of performance arrives.

3.8 The Compensation Committee and the Company's Board of Directors determined that the proposed engagement does not include a component of "distribution".

3.9 Ms. Kardi's employment terms are consistent with the Company's remuneration policy for officers.

Names of the directors who participated in the decision of the Compensation Committee and the Board of Directors

4.1 The Compensation Committee meeting on March 8, 2026, was attended by Mr. Kobi Sarousi (External Director), Ms. Ayelet Hayek (External Director), and Ms. Meirav Sigal (Ordinary Director).

The Board of Directors meeting on March 11, 2026, was attended by Mr. Kobi Sarousi (External Director), Ms. Ayelet Hayek (External Director), Mr. Ramtin Sabati (Ordinary Director), and Ms. Meirav Sigal (Ordinary Director).

4.3

Messrs. Arnon Prashkovsky, Yosef Prashkovsky, Sharon Prashkovsky, and Chaim Kardi, husband of Ms. Maya

Credi did not participate in the approval of the proposed engagement due to their personal interest, as explained in Section 2.1 above.

5. The Majority Required for Passing the Resolution

5.1

The majority required for the approval of the proposed engagement in Item 1 on the agenda is as stated in Section 275(a)(3) of the Companies Law, according to which a majority of the votes of the shareholders present and participating in the vote is required, provided that one of the following is met:

5.1.1

The count of majority votes at the general meeting shall include a majority of all the votes of the shareholders who do not have a personal interest in the approval of the engagement, participating in the vote; in the count of all the votes of said shareholders, the votes of those abstaining shall not be taken into account; the provisions of Section 10 below shall apply to anyone who has a personal interest.

5.1.2

The total opposing votes among the shareholders mentioned in paragraph 5.1.1 above shall not exceed a rate of two percent of all voting rights in the company.

6. The Record Date

In accordance with Section 182(c) of the Companies Law, anyone who is a shareholder in the company at the end of Wednesday, March 18, 2026, shall be entitled to participate in the meeting and vote therein in person or by proxy or by voting paper or by electronic voting, as detailed in Section 9 below.

The proxy's letter of appointment and power of attorney or other certificate (if any) or a copy certified by a notary, shall be deposited at the company's offices at least 48 hours before the time set for the meeting or the adjourned meeting. If the letter of appointment is not received as mentioned above, it shall not be valid at the meeting. The above shall apply subject to proof of the shareholder's ownership of the shares in accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at the General Meeting), 5760-2000.

7. The Quorum for Holding the Meeting

According to the company's Articles of Association, a quorum shall be constituted when there are present at the meeting, in person or by proxy, a shareholder or shareholders who hold at least one-third of the voting rights in the company; if half an hour after the time set for the meeting a quorum is not found (or at the end of another time as determined by the meeting chairman, but in any case not more than one hour), the meeting shall be adjourned automatically for one week, and it shall take place on Thursday, April 23, 2026, at the same time and in the same place ("the Adjourned Meeting"). The company will report in an immediate report on the holding of such an adjourned meeting. If at the adjourned meeting a quorum is not found within half an hour of the time set for the adjourned meeting as stated, then any two shareholders present at the adjourned meeting, in person or by proxy, shall constitute a quorum at the adjourned meeting.

8. Possibility of Adding Items to the Meeting Agenda

8.1

A shareholder, one or more, who holds at least one percent of the voting rights in the general meeting, may submit a request to the company's Board of Directors in accordance with the provisions of Section 66(b) of the Companies Law to include an item on the agenda of the meeting by March 18, 2026.

8.2

If the company's Board of Directors finds that an item requested to be included in the agenda as stated in Section 8.1 above is suitable for discussion at the general meeting, the company will publish an updated agenda on the Distribution Site (as defined in Section 9.1 below).

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and updated proxy statement until March 25, 2026.

9. Proxy Statement. Electronic Voting and Position Statements

9.1 Voting on the agenda item can also be performed via proxy statement. The version of the proxy statement and position statements (if any) as defined in Section 88 of the Companies Law, can be found on the distribution site of the Israel Securities Authority: www.magna.isa.gov.il and on the website of the Tel Aviv Stock Exchange Ltd. www.tase.co.il ("the Distribution Site").

9.2 A shareholder may contact the company directly to receive the version of the proxy statement and position statements (if any); voting shall be done on the second part of the proxy statement as published on the Distribution Site; the TASE member shall send, free of charge, by email, a link to the version of the proxy statement and position statements, on the Distribution Site, to every shareholder who is not registered in the shareholder register and whose shares are registered with that TASE member, if the shareholder has notified that he is interested in this, provided that the notification was given regarding a specific securities account and at a time prior to the record date; a shareholder whose shares are registered with a TASE member is entitled to receive confirmation of ownership 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 requested, and that a request regarding this shall be given in advance for a specific securities account.

9.3 The deadline for submitting position statements by a shareholder of the company is - April 6, 2026;

9.4 The deadline for submitting position statements by the company's board of directors is - April 11, 2026;

9.5 The deadline for submitting proxy statements is up to 4 hours before the time of the meeting's convening.

9.6 Electronic Voting

9.6.1 A shareholder whose right to a share is registered with a TASE member and that share is included among the shares registered in the shareholder register in the name of a registration company, may vote via a proxy statement that will be transferred to the company in the electronic voting system, all in accordance with and subject to the conditions set forth in the Companies Regulations (Voting in Writing and Position Statements), 2005 ("Voting Regulations" and "Electronic Voting", respectively).

9.6.2 In accordance with and subject to the conditions set forth in the Voting Regulations and the instructions of the Israel Securities Authority in this regard, electronic voting will be possible until six hours before the time of the meeting's convening ("System Closing Time"). It is clarified that in accordance with the provisions of the Voting Regulations, the electronic voting will be subject to change or cancellation until the system closing time, and it will not be possible to change it through the system after this time.

10. Notice of Personal Interest and Additional Information Required under Voting Regulations

10.1 According to Section 276 of the Companies Law, prior to voting on the resolution specified in Section 1 of the agenda, every shareholder wishing to participate in the voting shall be required to notify the company before the vote whether they have a personal interest in said resolution or not. A shareholder who has not so notified regarding the said resolution shall not vote regarding that resolution and their vote shall not be counted.

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10.2

In addition, in accordance with the Voting Regulations, every shareholder interested in participating in the vote shall be required to notify the Company, including by way of marking in the place designated for that purpose on the voting card and/or in the power of attorney and/or in the electronic voting system, whether they are an interested party in the Company, a senior officer, or an institutional investor.

11. Authority of the Securities Authority

Within 21 days from the date of filing this report, the Securities Authority or an employee authorized by it ("the Authority") may instruct the Company to provide, within a date to be determined, an explanation, detail, information and documents regarding the engagement with the controlling shareholder presented in this report according to the transactions with a controlling shareholder regulations, and also to instruct the Company to amend the report in the manner and date it determines. If an instruction was given to amend the report as stated, the Authority may instruct to postpone the date of the meeting to a date that shall fall no earlier than three business days and no later than twenty-one days from the date of publication of the amendment to the transaction report. The Company will file an amendment according to such instruction in the manner set forth in the regulations, all unless the Authority instructs otherwise. If an instruction was given regarding the postponement of the General Meeting date, the Company shall report the instruction in an immediate report.

12. Company representatives for handling this immediate report

Attorneys Dudu Ben Yaish, Daniel Lipman, and Hili Schwartz from the law firm Schnitzer, Gottlieb, Samet & Co., Attorneys at Law, from 7 Menachem Begin St., Ramat Gan. Telephone: 03-6113000; Fax: 03-6113001.

13. Review of Documents

This immediate report and all documents relevant to this meeting may be reviewed at the Company's offices, during normal business hours and by prior coordination (telephone number: 03-9561889) and on the distribution website of the Securities Authority http://www.magna.isa.gov.il.

Sincerely,

Prashkovsky Investments and Construction Ltd.

By Mr. Motti Nachmias - Deputy CEO and Chief Financial Officer of the Company

3/11/2024 | 2:17:19 PM

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Prashkovsky Investments and Construction Ltd. Proxy Solicitation & Information Statement 2026

6996_rns_2026-03-11_9e6d634e-18fd-4d53-bfe8-1e64b17b562c.pdf

Prashkovsky Investments and Construction Ltd. ("the Company")

2. Additional details regarding the meeting

2.1 Names of the controlling shareholders in the Company who have a personal interest in the approval of the engagement and the nature of this interest

2.2 The manner in which the consideration was determined and the reasons of the compensation committee and the Board of Directors

2.3 Approvals required for the execution of the proposed engagement

2.4 Transactions of the type of the proposed engagement or transactions similar to it

3. Summary of the reasons of the compensation committee and the Board of Directors for the approval of the proposed engagement

5. The Majority Required for Passing the Resolution

6. The Record Date

7. The Quorum for Holding the Meeting

8. Possibility of Adding Items to the Meeting Agenda

9. Proxy Statement. Electronic Voting and Position Statements

9.6 Electronic Voting

10. Notice of Personal Interest and Additional Information Required under Voting Regulations

11. Authority of the Securities Authority

12. Company representatives for handling this immediate report

13. Review of Documents

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Prashkovsky Investments and Construction Ltd. — Proxy Solicitation & Information Statement 2026

6996_rns_2026-03-11_9e6d634e-18fd-4d53-bfe8-1e64b17b562c.pdf

Prashkovsky Investments and Construction Ltd. ("the Company")

2. Additional details regarding the meeting

2.1 Names of the controlling shareholders in the Company who have a personal interest in the approval of the engagement and the nature of this interest

2.2 The manner in which the consideration was determined and the reasons of the compensation committee and the Board of Directors

2.3 Approvals required for the execution of the proposed engagement

2.4 Transactions of the type of the proposed engagement or transactions similar to it

3. Summary of the reasons of the compensation committee and the Board of Directors for the approval of the proposed engagement

5. The Majority Required for Passing the Resolution

6. The Record Date

7. The Quorum for Holding the Meeting

8. Possibility of Adding Items to the Meeting Agenda

9. Proxy Statement. Electronic Voting and Position Statements

9.6 Electronic Voting

10. Notice of Personal Interest and Additional Information Required under Voting Regulations

11. Authority of the Securities Authority

12. Company representatives for handling this immediate report

13. Review of Documents

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