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

May 20, 2026

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. .

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

To

Israel Securities Authority

www.isa.gov.il

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

May 20, 2026

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 ("the Companies Law"), the Securities Regulations (Periodic reports and Immediate Reports), 5730-1970 ("the Reporting Regulations") and the Securities Regulations (Transaction between a company and its controlling shareholder), 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, June 25, 2026, at 13:00, at the Company's offices at 10 Moti Kind St., Rehovot ("the Company's offices") with the following agenda:

1. Approval of the employment terms of Mr. Ben Prashkovsky, a relative of the controlling shareholders in the Company, as an accountant in the finance department, effective as of July 1, 2026 ("the Proposed Engagement")

Mr. Ben Prashkovsky is the son of Mr. Yosef Prashkovsky, the Chairman of the Company's Board of Directors and one of the controlling shareholders in the Company ("Ben").

It is proposed to approve the employment terms of Mr. Ben Prashkovsky, in accordance with the provisions of Section 275(a1)(a) of the Companies Law, as they may be from time to time $^{1}$ , effective as of July 1, 2026, in his role as an accountant in the finance department, as detailed below:

1.1. Below are the main proposed employment terms of Mr. Ben Prashkovsky:

1.1.1. Monthly Salary (Gross)- For his role, Mr. Ben Prashkovsky will be entitled to a monthly salary as follows:

a. From July 1, 2026, until June 30, 2027, his monthly salary (gross) will be 22 thousand NIS.
b. From July 1, 2027, until June 30, 2028, his monthly salary (gross) will be 25 thousand NIS.
c. From July 1, 2028, until June 30, 2029, his monthly salary (gross) will be 28 thousand NIS.

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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.

1.1.2. Social Rights and Additional Conditions- Car maintenance, managers' insurance, study fund, convalescence pay, vacation days, and sick pay in accordance with the law and as customary in the Company. Additionally, Ben will be entitled to parking at the Company's offices and to all benefits provided by the Company to employees permanently employed by the Company, including vacations, a catering arrangement card, office trips and retreats, holiday gifts, etc. Furthermore, the Company will bear the payment covering the cost of participation in the Accountants' Conference.
1.1.3. Car Maintenance Cost- The Company will participate in the car maintenance expenses of Mr. Ben Prashkovsky in the (net) amount of 3,000 NIS per month.

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

1.1.4. Mobile Phone- Provision of a mobile phone for his work needs, with all maintenance and usage expenses paid by the Company.
1.1.5. Job Scope- Full time.
1.1.6. Termination of Engagement- The parties shall be entitled to bring the engagement in the employment agreement to an end at any time and for any reason, by giving prior written notice to the other party, in the periods established in accordance with the law.

1.2. Details Regarding the Nature of the Role and the Qualifications Required for its Performance

Within the framework of his role as an accountant in the finance department of the Company, Mr. Ben Prashkovsky will be responsible, among other things, for assisting in the advancement and preparation of periodic and interim financial reports, performing financial controls, accounting reconciliations, working with the auditing accountants, and the like.

In his education, Ben holds a Bachelor's degree in accounting and management from Tel Aviv University and is expected to receive an accounting license. Ben has experience in the real estate field, among other things, within the framework of his work in the audit department of one of the largest accounting firms in Israel. During his work, he specialized in real estate auditing and performed audits of financial reports and quarterly reviews of public companies in the real estate sector, auditing tax reconciliation reports and submitting annual tax reports, preparing special reports, and the like.

His familiarity with the real estate field as mentioned, his professional experience, and the experience he has accumulated as mentioned above, provide him with the skills required to perform the role in a proper and appropriate manner. Ben does not hold other positions or roles in the Company.

1.3. Below are the details regarding the proposed remuneration for Ben, in accordance with the Sixth Schedule of the Reporting Regulations:

Details of Remuneration Recipients				Remuneration for Services					Other Remuneration	Total (per month) (excluding bonus)
Name	Position	Job Scope	Holding Rate in Corporation Capital	Monthly Salary (Gross)	Bonus/Share-Based Payment	Management Fees	Consultancy Fees/Commission	Other	Interest, Rent/Other
Ben Prashkovsky	Accountant in the Finance Department	Full-time	-	22 thousand NIS	-	-	-	Social rights and car maintenance expenses as detailed in Section 1.1 above	-	Approx. 412 thousand NIS
				25 thousand NIS						Approx. 461 thousand NIS
				28 thousand NIS						Approx. 508 thousand NIS

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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.

2. Additional Details on the Proposed Engagement

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 Mr. Arnon and Mrs. Edna Prashkovsky, Yosef Prashkovsky, Sharon Prashkovsky, and Maya Kardi, 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 stated members of the Prashkovsky family who together hold approximately 64.06% of the issued capital and voting rights in the Company (and approximately 63.46% on a fully diluted basis). For more details about the controlling shareholders, see Section 3.4 in the shelf prospectus published by the Company on July 21, 2024 (Reference No.: 2024-01-076672) and for details, to the best of the Company's knowledge, about the holdings of the controlling shareholders near the date of the report, see the immediate report on the holdings of interested parties and senior officers published by the Company on April 9, 2026

(Reference No.: 2026-01-032573).

The personal interest of Mr. Yosef Prashkovsky and Arnon and Edna Prashkovsky stems from them being a "relative" as defined in the Companies Law of Mr. Ben Prashkovsky, the beneficiary in this engagement.

The personal interest of the other controlling shareholders in the Company stems from them being party to a joint control agreement with Mr. Yosef Prashkovsky and Arnon and Edna Prashkovsky.

Messrs. Arnon, Yosef, and Sharon Prashkovsky also serve as directors on the Company's Board of Directors.

2.2 The way in which the consideration was determined and the reasoning of the Remuneration Committee and the Board of Directors

The proposed employment terms of Ben Prashkovsky as detailed in Section 1 above were determined, among other things, based on the scope of his role, the topics handled within it, the degree of responsibility imposed on him within his new role, and his qualifications. Furthermore, the proposed engagement was brought for discussion before the Remuneration 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 May 17, 2026, the Audit Committee of the Company, sitting as the Remuneration Committee of the Company ("the Remuneration Committee"), approved the proposed engagement.

2.3.2 On May 20, 2026, the Company's Board of Directors approved the proposed engagement.

2.3.3 The proposed engagement is subject to the approval of the general meeting of the Company's shareholders, summoned according to this immediate report.

2.4 Transactions of the same type as the proposed engagement or similar transactions

For details regarding transactions of the same type as the engagement on the agenda or similar engagements between the Company and the controlling shareholder or in which the controlling shareholder had a personal interest, 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 (Reference No.: 2026-01-021564).

3. Summary of reasoning of the Remuneration Committee and the Board of Directors for approving the proposed engagement

3.1

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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.

In the Company's view, the role of an accountant in the Company's finance department is a necessary role, among other things, given that the Company is a public company, the scope of its activities, and the reporting, control, and compliance requirements applicable to it. This role is required for ongoing support in the preparation of the Company's periodic and interim financial reports, performing financial controls, working with the auditing accountants, and to strengthen the Company's finance and internal control systems. In light of the above, it is proposed to approve the Company's engagement with Mr. Ben Prashkovsky in the role of accountant in the Company's finance department. The members of the Remuneration Committee and the Company's Board of Directors noted in their decision that the role of an accountant is necessary to strengthen the Company's finance system, its development, and the Company's business plans.

3.2

Comparison data was presented to the members of the Remuneration Committee and the Board of Directors between the proposed employment terms of Mr. Ben Prashkovsky regarding his role as an accountant in the finance department and the employment terms of other officers and employees in the Company's finance department. Based on these data, the Remuneration Committee and the Board of Directors found that the proposed employment terms of Mr. Ben Prashkovsky are reasonable and fair in relation to the accepted employment terms for the role he fills and serve the Company's best interest, and therefore do not include a distribution component.

3.3

The members of the Remuneration Committee and the Company's Board of Directors believe that the updated remuneration proposed to be paid to Mr. Ben Prashkovsky is fair and reasonable, considering, among other things, the characteristics of the role and the additional areas of responsibility arising from it, and considering the scope of his employment and his qualifications.

3.4

The members of the Remuneration Committee and the Company's Board of Directors examined all of Mr. Ben Prashkovsky's employment terms, including reference to the Company's compliance with its existing and expected obligations regarding their timing, and found that there is no reasonable concern that approving Mr. Ben Prashkovsky's employment terms will prevent the Company from meeting its existing and expected obligations as they fall due.

3.5

Although he is not an officer in the Company, it should be noted that Mr. Ben Prashkovsky's employment terms comply with the Company's Remuneration Policy for officers.

1. Names of the Directors who participated in the decision of the Remuneration Committee and the Board of Directors

4.1

Messrs. Kobi Seroussi (External Director), Ayelet Hayak (External Director), and Meirav Segal (Independent Director) participated in the Remuneration Committee meeting on May 17, 2026.

4.2

Messrs. Kobi Seroussi (External Director), Ayelet Hayak (External Director), Ramtin Sabti (Independent Director), and Meirav Segal (Independent Director) participated in the Board of Directors meeting on May 20, 2026.

Messrs. Arnon Prashkovsky, Yosef Prashkovsky, Sharon Prashkovsky, and Chaim Kardi did not participate in the Board of Directors meeting regarding the approval of the proposed engagement due to their personal interest, as explained in Section 2.1 above.

1. The majority required for the decision

5.1

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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.

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

5.1.1. The majority count at the general meeting includes a majority of all shareholders' votes who do not have a personal interest in the approval of the engagement, participating in the vote; in the count of all such shareholders' votes, abstaining votes will not be taken into account; the provisions of Section 11 below will apply to those who have a personal interest.

5.1.2. The total opposing votes from among the shareholders mentioned in paragraph 5.1.1 above shall not exceed two percent of the total voting rights in the Company.

6. The record date

According to Section 182(c) of the Companies Law, anyone who is a shareholder in the Company at the end of May 28, 2026, will be entitled to participate in the meeting and vote in person or by proxy or by ballot or by electronic vote, as detailed in Section 9 below.

The proxy's appointment letter 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 appointment letter is not received as stated above, it will not be valid at the meeting. The above is subject to proof of the shareholder's ownership of shares in accordance with the Companies Regulations (Proof of ownership of a share for the purpose of voting at the general meeting), 5760-2000.

7. The Quorum for the Meeting

According to the Company's regulations, a quorum will be formed 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 after half an hour from the time set for the meeting a quorum is not found (or at the end of another time as determined by the chairman of the meeting, but in any

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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. .

case no more than one hour), the meeting shall be adjourned automatically by one week, and it will take place on Thursday, July 2, 2026, at the same time at the company's offices ("the Adjourned Meeting"). The company will report the holding of such an adjourned meeting in an immediate report. If at the adjourned meeting a quorum is not found within half an hour from 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. Option to add 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 in the meeting agenda until May 27, 2026.

8.2. If the company's board of directors found that an item requested to be included in the agenda as stated in Section 8.1 above is suitable to be discussed at the general meeting, the company will publish an updated agenda and proxy card on the Distribution Site (as defined in Section 9.1 below) until June 3, 2026.

9. Proxy card, electronic voting, and position statements

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

9.2. A shareholder may contact the company directly and receive from it the version of the proxy card and position statements (if any); voting will be done on the second part of the proxy card as published on the Distribution Site; a TASE member shall send, free of charge, by email, a link to the version of the proxy card 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 announced that they are interested in this, provided that the notice 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 proof of ownership from the TASE member through which they hold their shares, at a branch of the TASE member or by mail to their address for shipping 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 - June 15, 2026;

9.4. The deadline for submitting position statements by the company's board of directors is - June 20, 2026;

9.5. The deadline for submitting proxy cards is up to 4 hours before the time of the meeting.

9.6. Electronic Voting

A shareholder whose 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 nominee company, may vote via a proxy card that will be transferred to the company in the electronic voting system, all in accordance with and subject to the conditions set in the Companies Regulations (Written Voting and Position Statements) 2005 ("Voting Regulations" and "Electronic Voting", respectively).

In accordance with and subject to the conditions set in the Voting Regulations and the instructions of the Securities Authority in this matter, electronic voting will be possible until six hours before the meeting time ("the System Closing Time"). It will be clarified that in accordance with the provisions of the Voting Regulations, the electronic voting will be possible

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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. .

to change or cancel until the System Closing Time, and it will not be possible to change it via the system after this time.

10. Notice of personal interest and additional information required according to the Voting Regulations

10.1 According to Section 276 of the Companies Law, prior to voting on the resolution detailed on the agenda, every shareholder interested in participating in the vote will be required to notify the company before the vote whether they have a personal interest in the resolution as stated or not. A shareholder who did not notify as stated regarding the resolution shall not vote in respect of that resolution and their vote will not be counted.

10.2 In addition, in accordance with the Voting Regulations, every shareholder interested in participating in the vote will be required to notify the company, including by marking in the place designated for this on the proxy card and/or 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 or not.

11. Authority of the Securities Authority

Within 21 days from the date of submission of this report, the Securities Authority or an employee authorized by it ("the Authority") may instruct the company to provide, within a time it determines, an explanation, detail, information, and documents regarding the engagement with the controlling shareholder brought in this report according to the Securities Regulations, and also to instruct the company to amend the report in a manner and by a time it determines. If an instruction to amend the report as stated was given, the Authority may instruct to postpone the date of the meeting to a date that will 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 submit an amendment according to such instruction in the manner set in the regulations, and all unless the Authority instructed otherwise. If an instruction regarding the postponement of the general meeting date was given, the company will report the instruction in an immediate report.

12. Company representative for handling this immediate report

Lawyers Dudu Ben Naish, Daniel Lipman, and Hili Schwartz from the firm Schnitzer, Gottlieb, Samet & Co., Lawyers, 7 Menachem Begin St., Ramat Gan. Phone: 03-6113000 Fax: 03-6113001.

13. Inspection of documents

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

Sincerely,

Prashkovsky Investments and Construction Ltd.

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

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