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Rami Levi Chain Stores Hashikma Marketing (2006) Ltd. — Proxy Solicitation & Information Statement 2026
Apr 21, 2026
7010_rns_2026-04-21_c48e5bd6-85d2-4fa3-9e5b-24985946a718.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 Levy Chain Stores Hashikma Marketing 2006 Ltd.
RAMI LEVI CHAIN STORES HASHIKMA MARKETING 2006 LTD
Number in the Register: 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
Filed via MAGNA: 21/04/2026
Reference: 2026-01-037216
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 matters on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an exceptional proposal, there is no need for concurrent Form T138 reporting.
Is it possible to vote by means of the electronic voting system: Yes
Note: The option to select this field is only for foreign corporations (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 website of the voting system through which voting may be carried out: Voting system
Explanation: Eligible persons entitled to vote in the system will receive access details to the system from the TASE members.
The corporation reports on: Convening a meeting
Note: In the event of a change in the date of the meeting (postponement or bringing forward) "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date" must be selected.
The reference number of the last notice of the meeting is _, which was convened for the date _.
Reason for postponement or cancellation: _ _
Explanation: Reference should be made to the reference number of the last notice of the convening or postponement of the meeting
- Type of security Share
Name of the qualifying security: Rami Levy
The number of the security on the TASE entitling the holder to participate in the meeting 1104249
The record date for entitlement to participate and vote in the meeting: 28/04/2026
Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports that specify additional security numbers will require sending a corrective report.
- On the date: 21/04/2026
It was decided on Convening a meeting Special meeting __,
which will convene on Tuesday on the date: 26/05/2026 at: 17:00
At the address: The company offices at 17 Tzela Ha'Har Street, Modi'in
- Agenda:
Explanation: Numbering of the matters on the agenda shall be in accordance with their order of appearance in the meeting notice report if attached as a file.
Matters/resolutions to be raised at the meeting:
- The matter / the resolution and its details:
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
The appointment of Mr. Michael Tzur for an initial term of three years as an external director of the company.
Appointment/extension of term 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 internet voting system. For the conversion table click here
Gender: Male
Attention: Filling this field is possible when the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the term of a director, the director's identification number must be entered.
ID number058282534
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 fill in this section and the exemption granted to companies from concurrent reporting of an additional form, see the notice to companies published regarding this matter at the following link: Link
Explanation of the section in the Companies Law or the Securities Law or 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 legal sections, "Declaration: No appropriate field exists for classification" should be selected and "Yes" for transaction with controlling shareholder.
Only in the case of a BONDS meeting that is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant sections of the law by virtue of which the resolution is required be explained and detailed.
Does the matter require disclosure of affinity or other characteristic of the voting shareholder: __
Attention: These values may be selected only where "Declaration: No appropriate field exists for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
In the case of a BONDS meeting
It was decided that another matter exists: __
Details of the other matter
Attention: The details of the other matter determine the wording of the declaration that will be included in the internet voting system. A question must be formulated so that the answer will be in "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option to add details if the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the method of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will have the option to add details in a free text field.
☐ Amendment of disclosure
☐ Minor change or a change that only benefits the company compared with the wording of the resolution set out in the last report
☐ Removed from the agenda
☐ The matter was discussed at a previous meeting
☐ Change of matter / addition of a new matter to the agenda by court order
☐ Change of matter / addition of a new matter 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 a Matter to the Agenda), 2000
☐ Addition of a new matter 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, a resolution may not be amended except for an amendment in the transaction terms that benefits the company or a minor change. Also, after the record date, new matters may not be added to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.
The resolution on the agenda is put to a vote
| Type of majority required for approval Not an ordinary majority | The majority required for adopting the resolution is an ordinary majority of all the votes of the shareholders present at the meeting who are entitled to vote and have voted thereat, without taking into account abstentions, provided that one of the following shall be met: A. The count of the majority votes at the general meeting shall include 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, except for a personal interest that is not as a result of their ties with the controlling shareholder, who participate in the vote; in counting all the votes of said shareholders, abstentions shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply, mutatis mutandis, to anyone who has a personal interest; B. The total opposing votes among the shareholders referred to in Section B above did not exceed two percent (2%) of all the voting rights in the company. |
|---|---|
Will the percentage of holdings of the controlling shareholder in the company's shares grant the controlling shareholder the majority required to adopt the proposed resolution on the matter No
2
The matter / the 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 company's controlling shareholder, 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 of the general meeting
Declaration: No appropriate field exists for classification
Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
Gender: __
Attention: Filling this field is possible when the resolution is for appointment of an external director only.
There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the term of a director, the director's identification number 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 fill in this section and the exemption granted to companies from concurrent reporting of an additional form, see the notice to companies published regarding this matter at the following link: Link
Explanation of the section in the Companies Law or the Securities Law or 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 legal sections, "Declaration: No appropriate field exists for classification" should be selected and "Yes" for transaction with controlling shareholder.
Only in the case of a BONDS meeting that is not a transaction with a controlling shareholder, and no suitable field is found in the table, should the relevant sections of the law by virtue of which the resolution is required be explained and detailed.
Does the matter require disclosure of affinity or other characteristic of the voting shareholder: __
Attention: These values may be selected only where "Declaration: No appropriate field exists for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
In the case of a BONDS meeting
It was decided that another matter exists: __
Details of the other matter
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.
Attention: The details of the other matter determine the wording of the declaration that will be included in the internet voting system. A question must be formulated so that the answer will be in "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option to add details if the answer is "Yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: No
Details of the additional details required from the holders or the method of convening the meetings (in the case of a meeting under Section 350):
Attention: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will have the option to add details in a free text field.
☐ Amendment of disclosure
☐ Minor change or a change that only benefits the company compared with the wording of the resolution set out in the last report
☐ Removed from the agenda
☐ The matter was discussed at a previous meeting
☐ Change of matter / addition of a new matter to the agenda by court order
☐ Change of matter / addition of a new matter 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 a Matter to the Agenda), 2000
☐ Addition of a new matter to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date, a resolution may not be amended except for an amendment in the transaction terms that benefits the company or a minor change. Also, after the record date, new matters may not be added to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.
The resolution on the agenda is put to a vote
Type of majority required for approval Not an ordinary majority
The majority required for adopting the resolution is an ordinary majority of all the votes of the shareholders present at the meeting who are entitled to vote and have voted thereat, without taking into account abstentions, provided that one of the following shall be met: A. The count of the majority votes at the general meeting shall include a majority of all the votes of shareholders who do not have a personal interest in approving the resolution specified in Section 1.2 of the report, who participate in the vote; in counting all the votes of said shareholders, abstentions shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply, mutatis mutandis, to anyone who has a personal interest; B. The total opposing votes among the shareholders referred to in Section B above did not exceed two percent (2%) of all the voting rights in the company.
Will the percentage of holdings of the controlling shareholder in the company's shares grant the controlling shareholder the majority required to adopt the proposed resolution on the matter No
3.2. Additional information on the 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 21/04/2026
3.2.2. Reference number of the preliminary report, date of its submission
Main changes made in this report compared with the latest wording of the preliminary report:
Explanation: To 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. Date the transaction comes into force 26/05/2026
3.2.5. $\odot$ Transaction that is not provision of services/terms of office and employment Term of the transaction in months
$\odot$ Transaction for provision of services/terms of office and employment
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.
Term of the transaction in months 36
3.2.6. To the report Nofinancial statements were attached under 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 on the attached financial statements is identical to the originally signed copy delivered to the company.
If financial statements were not attached, the reason must be specified The corporation is a public company
3.3. To the report Noprofessional opinions were attached:
| No. | Name of provider of opinion | Validity date of the opinion |
|---|---|---|
| 1 | _____ | _____ |
Attachment of the meeting notice report: AskalMay2026_isa.pdf
- Attachments
4.1 Attachment of a file including the text of the proxy voting form / position statements: ProxyVoteMay2026_isa.pdf
YesText of proxy voting form
NoPosition statements
Explanation: If a proxy voting form and/or a position statement is attached, it must be ensured that they are prepared in accordance with the Companies Regulations (Written Voting and Position Statements), 2005. The company must compile all position statements (as defined in Section 88 of the Companies Law) in a single file which will specify the date of publication of the statement, by whom it was received, and a reference to the relevant page in the consolidated file.
4.2 Attachment of a file including candidates' declarations / other accompanying documents:
DeclarationMichaelTzur_isa.pdf
YesDeclaration of the candidate to serve as a director in the corporation
YesDeclaration of independent director
YesDeclaration of external director
Declaration of appointment of a representative to the trusteeship
Amended deed of trust
Application for approval of an arrangement with creditors under Section 350
Other
- The legal quorum for holding the meeting:
A legal quorum shall be formed when at least one shareholder is present in person or by proxy or by means of a proxy voting form holding at least $25\%$ of the voting rights in the company ("the legal quorum"). If at the end of half an hour from the time set for the opening of the general meeting there is no legal quorum present at the general meeting, the general meeting shall be adjourned to 10 May 2026 at 17:00 at the same place. If at the adjourned meeting no legal quorum is present within half an hour of the time set for the meeting, then the adjourned meeting shall be held with any number of participants whatsoever..
- In the absence of a legal quorum, the adjourned meeting shall be held on 02/06/2026, at 17:00,
At the address: The company offices at 17 Tzela Ha'Har Street, Modi'in..
In the absence of a legal quorum the meeting will not be held.
- The place and times at which one can review any proposed resolution whose full wording was not set out above in the detailed agenda
At the company's offices, at 17 Tzela Ha'Har Street, Modi'in, after prior coordination with Adv. Inbal Seidov-Brashi, the company's legal counsel, by telephone: 02-6481843, Sunday-Thursday during normal business hours, up to the date of the general meeting..
Meeting ID:
Note: The meeting ID is the reference number of the initial report. In the initial report on the meeting, this field is left blank.
Details of the authorized signatories on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Rami Levy | Other Director and CEO |
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: Under Regulation 5 of the Periodic and Immediate Reports Regulations, 1970, a report submitted under these Regulations shall be signed by those authorized to sign on behalf of the corporation. Staff's position on this matter can be found on the ISA website: click here.
Reference numbers of previous documents on the subject (the reference does not constitute inclusion by way of reference):
| Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange | Date of form structure update: 09/12/2025 |
|---|---|
| Short name: Rami Levi | |
| Address: Tzela Ha'Har17, Modi'in7178458 | Telephone: 02-6481843, 02-6331219Fax: 02-6331274 |
| Email: [email protected] | |
| Former names of reporting entity: | |
| Name of electronic reporter: Asaf AzulaiPosition: VP FinanceName of employing company: | |
| Address: Tzela Ha'Har 17, Modi'in7178458Telephone: 050-2227079Fax: Email: [email protected] |