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Rami Levi Chain Stores Hashikma Marketing (2006) Ltd. Proxy Solicitation & Information Statement 2026

Apr 15, 2026

7010_rns_2026-04-15_f2d6741d-d89a-40c4-a83a-427bb5c94b8d.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.

Rami Levi Shivuk Hashikma 2006 Ltd.
RAMI LEVI CHAIN STORES HASHIKMA MARKETING 2006 LTD
Number in the Registrar: 513770669

To: Israel Securities Authority
www.isa.gov.il

To: Tel-Aviv Stock Exchange Ltd.
www.tase.co.il

T460 (Public)
www.tase.co.il

Transmitted by MAGNA: 15/04/2026
Reference: 2026-01-035104

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 the approval of a transaction with a controlling shareholder or approval of an exceptional proposal, there is no need for a parallel T138 report.

Is it possible to vote by means of the electronic voting system: Yes

Note: The option 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 will require the corporation to process all votes received through this system.

Link to the voting system website where voting is possible: Voting system

Explanation: Eligible voters entitled to vote via the system will receive their access details from the TASE members.

The corporation reports on: Cancellation of a meeting

Note: In the event of a change in the meeting date (postponement or bringing forward) select "Postponement of a meeting" or "Postponement by court" or "Postponement to an unknown date".

The reference number of the last notice regarding the meeting is 2026-01-028775, which was convened for the date 03/05/2026

Reason for postponement or cancellation: Other Removal of an item from the agenda

Explanation: Reference must be made to the reference number of the last notice of convening or postponing the meeting

  1. Type of security Share

Name of the security conferring entitlement: Rami Levi

The number of the security on the stock exchange that entitles its holder to participate in the meeting 1104249

Record date for entitlement to participate and vote in the meeting: 05/04/2026

Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are specified will require submitting an amended report.

  1. On the date: 26/03/2026

It was decided on Cancellation of a meeting Special meeting _.

which was to convene on Sunday on the date: 03/05/2026 at: 17:00

At the address: The Company's offices at 17 Tzela Ha'Har Street, Modi'in

  1. Agenda:

Explanation: The numbering of the items on the agenda will correspond to their order of appearance in the meeting convening report if attached as a file.

Items/resolutions to be raised at the meeting:

  1. The subject / resolution and its details:
    The appointment of Ms. Liat Glazer Shafat for a first term of three years as an external director of the Company.

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.

Appointment/extension of term of office of an external director as stated in Sections 239(b) or 245 of the Companies Law

Attention: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here

Gender: Female

Attention: Completing this field is possible only when the resolution is to appoint an external director only.

There is no obligation to specify gender.

Type and ID number

Explanation: In resolutions relating to the office of a director, the ID number of the director must be entered.

ID number026618512

Is it 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

Regarding how to complete this section and the exemption granted to companies from a parallel report on an additional form, see a notice to companies published on the subject at the following link: Link

Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of law sections, select the field "Declaration: There is no suitable field for classification" and select "Yes" for a transaction with a controlling shareholder.

Only in the case of a BONDS holders' meeting where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, must the relevant law sections by virtue of which the resolution is required be explained and detailed.

Does the item require disclosure of an affiliation or other characteristic of the voting shareholder: __

Attention: These values can be selected only where "Declaration: There is no suitable field for classification" was selected in the previous table and it is not a transaction between the company and its controlling shareholder.

In the case of a BONDS holders' meeting

It was decided that there is another matter:

Details of the other matter

Attention: The details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be worded so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda, and the voter will be able to choose between "Yes"/"No" and add details where the answer is "Yes".

Request for additional details from holders:

It was decided to require additional details from the holders: No

Details of the additional information required from the holders or manner of convening the meetings (in the case of a meeting under Section 350):

Attention: This field determines the wording of the requirement for additional details that will be included in the online voting system. The voter will be able to add the details in a text field.

☐ Amendment of disclosure
☐ Minor change or one that merely benefits the company compared to the wording of a resolution set out 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 court order
☐ Change of item / addition of a new item to the agenda pursuant to 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 follows:



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.

Explanation: After the record date, no amendment can be made to the resolution other than an amendment to the terms of the transaction that benefits the company or a minor change. Also, after the record date, no new items may be added to the agenda except by court order 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 a simple majority The majority required to pass the resolution is a simple majority of all votes of the shareholders present at the meeting who are entitled to vote and have voted thereat, disregarding abstentions, provided that one of the following is met: a. In the count of the majority votes at the general meeting will be included a majority of all the votes of shareholders who are not controlling shareholders of the company or who do not have a personal interest in approving the appointment, excluding a personal interest that is not a result of their connection with the controlling shareholder, participating in the vote; in counting all the votes of such shareholders, abstentions will not be taken into account; anyone who has a personal interest will be subject to the provisions of Section 276 of the Companies Law, with the necessary changes; b. The total opposing votes among the shareholders referred to in section b. above does not exceed two percent (2%) of the total voting rights in the company.

Will the holding percentage of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required to pass the proposed resolution on the item No

2

The subject / resolution and its details:

Renewal of the employment terms of Mr. Nisso Cohen, a relative (as this term is defined in the Companies Law) of the controlling shareholder of the Company, who does not serve as an officer in the Company, as detailed in section 2.2 of the report, and their update for a period of 3 years as of the date of approval by the general meeting

Declaration: There is no suitable field for classification

Attention: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here

Gender: __

Attention: Completing this field is possible only when the resolution is to appoint an external director only.

There is no obligation to specify gender.

Type and ID number

Explanation: In resolutions relating to the office of a director, the ID number of the director must be entered.

Is it a transaction between the Company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes

Does the transaction include a private offering No

Regarding how to complete this section and the exemption granted to companies from a parallel report on an additional form, see a notice to companies published on the subject at the following link: Link

Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of law sections, select the field "Declaration: There is no suitable field for classification" and select "Yes" for a transaction with a controlling shareholder.

Only in the case of a BONDS holders' meeting where it is not a transaction with a controlling shareholder, and no suitable field is found in the table, must the relevant law sections by virtue of which the resolution is required be explained and detailed.

Does the item require disclosure of an affiliation or other characteristic of the voting shareholder: __

Attention: These values can be selected only where "Declaration: There is no suitable field for classification" was selected in the previous table and it is not a transaction between the company and its controlling shareholder.

Is the case of a BONDS holders' meeting

It was decided that there is another matter: __

Details of the other matter

Attention: The details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be worded so that the answer will be in a "Yes"/"No" format. The question will appear in


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 voting system adjacent to the resolution on the agenda, and the voter will be able to choose between "Yes"/"No" and add details where the answer is "Yes".

Request for additional details from holders:

It was decided to require additional details from the holders: No

Details of the additional information required from the holders or manner of convening the meetings (in the case of a meeting under Section 350):

Attention: This field determines the wording of the requirement for additional details that will be included in the online voting system. The voter will be able to add the details in a text field.

☐ Amendment of disclosure
☐ Minor change or one that merely benefits the company compared to the wording of a resolution set out 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 court order
Change of item / addition of a new item to the agenda pursuant to 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 follows:

Explanation: After the record date, no amendment can be made to the resolution other than an amendment to the terms of the transaction that benefits the company or a minor change. Also, after the record date, no new items may be added to the agenda except by court order 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 a simple majority

The majority required to pass the resolution is a simple majority of all votes of the shareholders present at the meeting who are entitled to vote and have voted thereat, disregarding abstentions, provided that one of the following is met: a. In the count of the majority votes at the general meeting there will be included a majority of all the votes of shareholders who do not have a personal interest in approving the resolution listed in section 1.2 of the report, participating in the vote; in counting all the votes of such shareholders, abstentions will not be taken into account; anyone who has a personal interest will be subject to the provisions of Section 276 of the Companies Law, with the necessary changes; b. The total opposing votes among the shareholders referred to in section b. above does not exceed two percent (2%) of the total voting rights in the company.

Will the holding percentage of the controlling shareholder in the shares of the corporation grant the controlling shareholder the majority required to pass the proposed resolution on the item No

3.2. Additional information on resolutions concerning transactions with a controlling shareholder in accordance with the Securities Regulations (Transaction Between a Company and its Controlling Shareholder):

3.2.1. Date of approval of the transaction by the Board of Directors 26/03/2026

3.2.2. Reference number of the preliminary report __, date of submission ____

Main changes made in this report compared to the latest wording of the preliminary report:

Explanation: Must be completed if a preliminary report was submitted.

3.2.3. Type of transaction

No. Type of transaction
1 Terms of office and employment of a relative of the controlling shareholder

3.2.4. Effective date of the transaction 03/05/2026

3.2.5. ☐ Transaction that is not provision of services/terms of office and employment
Duration of the transaction in months ______

☐ Transaction for provision of services/terms of office and employment
Duration of the transaction in months 36


This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

3.2.6. To the report were not attached financial statements pursuant to Regulation 6(f) of the Securities Regulations (Transaction Between a Company and its Controlling Shareholder); name of accountant

The review report/opinion of the accountant for the attached financial statements is identical to the original signed copy delivered to the company.

If financial statements were not attached, specify the reason The corporation is a public company

3.3. To the report nonprofessional opinions were attached:

No. Name of provider of opinion Validity date of the opinion
1 _____ _____

Attachment of the convening report of the meeting: __

  1. Attachments

4.1 Attach file including the wording of the voting form / position statements: __

Form of voting ballot

Position statements

Explanation: If a voting ballot and/or a position statement is attached, ensure that they are drafted pursuant to 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) in a single file, indicating the date of publication of the statement, from whom it was received, and a reference to the relevant page in the consolidated file.

4.2 Attach file including candidates' declarations / other accompanying documents: __

Declaration of a 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 trustees' committee

Amended trust deed

Application for approval of a creditors' arrangement under Section 350

Other

  1. Quorum for holding the meeting:

A legal quorum shall be constituted when at least one shareholder is present in person or by proxy or by means of a voting ballot, holding at least $25\%$ of the voting rights in the Company ("the legal quorum"). If no legal quorum is present at the general meeting within half an hour of the time set for the start of the general meeting, the general meeting shall be adjourned to May 10, 2026 at 17:00 at the same place. If at the adjourned meeting a legal quorum is also not present within half an hour from the time set for the meeting, then the adjourned meeting will be held with any number of participants..

  1. In the absence of a legal quorum, the adjourned meeting will be held on __, at ____,

At the address: __.

In the absence of a legal quorum, the meeting will not be held.

  1. The place and times at which any proposed resolution, the wording of which has not been fully included in the agenda above, may be reviewed

At the Company's offices, at 17 Tzela Ha'Har Street, Modi'in, after prior coordination with Adv. Inbal Seidof-Brashi, the Company's legal counsel, by telephone: 02-6481843, Sunday-Thursday during regular business hours, until the date of the general meeting..

Meeting ID: 2026-01-028775

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 authorized signatories on behalf of the corporation:

Name of signatory Position
1 Rami Levi Other Director and CEO

Explanation: Pursuant to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted under these regulations shall be signed by the persons authorized to sign on behalf of the corporation. The staff's position on this matter can be found on the ISA website: click here.


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.

Reference numbers of previous documents on the subject (this mention does not constitute incorporation by reference):

The corporation's securities are listed for trading on the Tel-Aviv Stock Exchange Form structure update date: 09/12/2025
Short name: Rami Levi
Address: Tzela Ha'Har17, Modi'in7178458 Telephone: 02-6481843, 02-6331219Fax: 02-6331274
Email: [email protected]
Previous names of reporting entity:
Name of electronic reporter: Seidof Brashi InbalPosition: Legal Counsel and Company SecretaryName of employing company: -
Address: Tzela Ha'Har17, Modi'in7178458Telephone: 02-6481843Fax: 02-6331274Email: [email protected]