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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_4bfd6e4b-003a-48c8-b6c5-abf859c0b2ff.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 Hashikma Marketing 2006 Ltd. ("the Company")
Voting paper according to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Voting Paper Regulations")
Part One
- Company Name: Rami Levy Hashikma Marketing 2006 Ltd. ("the Company").
- Type of General Meeting: Special General Meeting of the Company's shareholders ("the General Meeting").
- Date and Place of Convening: The meeting will be held on May 26, 2026, at 17:00, at the Company's offices, at 17 Tzela HaHar Street, Modi'in.
A quorum at the General Meeting will be formed when there are present, in person or by proxy, one shareholder or by proxy via a voting paper holding at least 25% of the voting rights, within half an hour from the time set for the opening of the General Meeting ("the Quorum"). If at the end of half an hour from the time set for the start of the General Meeting a quorum is not found, the General Meeting will be adjourned to the same day in the following week at the same time and place (the Company's offices, as detailed above), namely on June 2, 2026 at 17:00 ("the Adjourned Meeting").
If even at the Adjourned Meeting a quorum is not found after half an hour from the time set for the meeting, then the Adjourned Meeting will be held with any number of participants.
- Details of the items on the agenda, for which voting can be done via voting paper and the wording of the proposed resolutions
4.1 Appointment of Mr. Michael Tsur for a first term as an External Director of the Company
It is proposed to appoint Mr. Michael Tsur for a first three-year term as an External Director of the Company, which will begin on the date of approval by the General Meeting, in accordance with the recommendation of the Company's Board of Directors from its meeting on April 21, 2026.
Below are details regarding Mr. Michael Tsur in accordance with the provisions of Regulation 26 of the Reporting Regulations:
| Michael Tsur | |
|---|---|
| Identification Number | 058282534 |
| Date of Birth | 9.9.1963 |
| Address for service of court documents | 49 HaKramim, Mevaseret Zion |
| Nationality | Israeli |
| Position | External Director |
| Membership in Board Committees | Audit Committee, Financial Statements Committee, Compensation Committee (subject to the meeting's approval) |
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. .
| Yes | External Director |
|---|---|
| Yes | Independent Director |
| Professionally qualified | Accounting and financial expertise or professional qualification |
| No | Employee of the company, subsidiary, affiliate, or of an interested party |
| 26.5.2026 (subject to meeting approval) | The date they began serving as a director in the company |
| LL.B. Law, College of Management Mediation course, Harvard Univ. Advanced mediation course for lawyers, Columbia Univ. Advanced training, Negotiation program, Harvard Univ., MIT | Education |
| Founder of "Shakla V'Taria" – a multidisciplinary program for teaching negotiation professions Senior consultant to managers on conflict management Lecturer at the Law Faculty and the Business School at the Hebrew University | Occupation in the last five years |
| Director at Intel-Tech company | Other corporations in which they serve as a director |
| No | Family member of an interested party in the company |
For further details, see Section 2.1 of the convening report.
Proposed resolution wording: "To appoint Mr. Michael Tzur for a first three-year term as an external director in the company, starting from the date of the general meeting's approval."
4.2 Approval of renewal of employment terms for Mr. Niso Cohen, a relative (as defined in the Companies Law) of Mr. Rami Levy, the controlling shareholder in the company ("the Relative"), who does not serve as an officer in the company, and updating them to be valid for 3 years from the date of the meeting's approval.
Proposed approval of the renewal of the employment terms of Mr. Niso Cohen, a relative (as defined in the Companies Law) of Mr. Rami Levy, the controlling shareholder in the company ("the Relative"), who does not serve as an officer in the company, and updating them to be valid for 3 years from the date of the meeting's approval. For further details, see Section 2.2 of the convening report.
Proposed resolution wording: "To renew the employment terms of Mr. Niso Cohen, a relative (as defined in the Companies Law) of the controlling shareholder in the company, who does not serve as an officer in the company, as detailed in Section 2.2 of the report, and to update them for a period of 3 years starting from the date of the general meeting's approval."
.5 The place and hours where the full text of the proposed resolutions can be inspected
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 meeting convening report and the documents mentioned therein, as well as the full text of the resolutions, may be inspected.
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. .
on the agenda at the company's offices, at 17 Tsela HaHar Street, Modi'in, after prior coordination with Adv. Inbal Seidof-Barashi, the company's legal counsel, at telephone 02-6481843, on Sundays- Thursdays, during customary working hours, and this until the day of the General Meeting. Likewise, the voting ballot through which decisions brought to the meeting can be voted on ("voting ballot") and position statements as defined in Section 88 of the Companies Law, as far as they are provided, can be reviewed on the distribution site of the Israel Securities Authority and on the website of the Tel Aviv Stock Exchange Ltd., as specified in Section 1515 below.
The majority required for adopting resolutions in the General Meeting regarding agenda items for which voting can be done via voting ballot
.6
The majority required for adopting the resolution mentioned in Section 4.1 above is an ordinary majority of the total votes of the shareholders present at the meeting who are entitled to vote and voted therein, without taking into account the votes of those abstaining, provided that one of the following is met:
.6.1
The count of majority votes in the General Meeting shall include a majority of the total votes of shareholders who are not controlling shareholders in the company or have a personal interest in the approval of the appointment, except for a personal interest not resulting from their relationship with the controlling shareholder, who participate in the vote; in the count of the total votes of said shareholders, abstaining votes shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, mutatis mutandis;
.6.2.1
The total opposing votes from among the shareholders mentioned in Section 6.2.1 above did not exceed a rate of two percent (2%) of the total voting rights in the company.
.6.2.2
The majority required for adopting the resolution mentioned in Section 4.2 above is an ordinary majority of the total votes of the shareholders present at the meeting who are entitled to vote and voted therein, without taking into account the votes of those abstaining, provided that one of the following is met:
.6.2
The count of majority votes in the General Meeting shall include a majority of the total votes of shareholders who do not have a personal interest in the approval of the resolution mentioned in Section 1.2 of the report, who participate in the vote; in the count of the total votes of said shareholders, abstaining votes shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, mutatis mutandis;
.6.3.1
The total opposing votes from among the shareholders mentioned in Section 6.3.1 above did not exceed a rate of two percent (2%) of the total voting rights in the company.
.6.3.2
Obligation to state the existence of an affinity or other characteristic regarding agenda items
.7
Regarding the agenda item of the General Meeting, as specified in Section 4.2 above, a shareholder participating in the vote must notify the company before the vote at the meeting or if
7.1
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. .
Voting is by means of a voting card – on the voting card, whether they have a personal interest in the approval of the resolution or not.
7.2
In Part B of this voting card, space is allocated for marking the existence or absence of an affiliation or other characteristic of the shareholder as stated, as required under the provisions of Section 275(a)(3) of the Companies Law. It is clarified that anyone who does not mark the existence or absence of an affiliation or other characteristic of the shareholder as stated, or marks "Yes" and does not describe the nature of the affiliation, their vote will not be counted.
7.3
Additionally, a shareholder interested in participating in the vote must notify the company, by way of marking in the designated place on the voting card, whether they are an interested party in the company, a senior officer, an institutional investor or not.
.8
Validity of the Voting Card
The voting card will be valid only if the following documents are attached to it:
If the shareholder is an unregistered shareholder¹ - the voting card will be valid only if an ownership confirmation is attached to it or if an ownership confirmation was sent to the company via the electronic voting system until the system closing time, as defined below.
If the shareholder is a registered shareholder² - the voting card will be valid only if a photocopy of the identification card, passport, or incorporation certificate of the registered shareholder is attached to it.
The voting card and the documents to be attached to it as detailed in this section must be delivered³ to the company's offices (including via registered mail) until 4 hours before the time of the general meeting convene.
.9
Ownership Confirmation
A shareholder whose shares are registered in their favor with a TASE member and those shares are included among the shares registered in the company's shareholder register in the name of the Nominee Company (hereinafter: "unregistered shareholder") shall deliver to the company's offices, at the address listed above, not less than four (4) hours before the time set for the start of the meeting, a confirmation from the TASE member with whom their right to the share is registered, regarding their ownership of the share on the record date. The confirmation will include the details set forth in Regulation 2 and in the form in the appendix to the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 5760-2000. Such an unregistered shareholder is entitled to receive the ownership confirmation from the TASE member through which they hold their shares, at the branch of the TASE member or by mail to their address.
- An unregistered shareholder is anyone in whose favor a share is registered and that share is included among the shares registered in the company's shareholder register in the name of the Nominee Company of Bank Leumi le-Israel B.M. ("unregistered shareholder").
- A shareholder registered in the company's shareholder register ("registered shareholder").
- For this purpose, "delivery time" is the time at which the voting card and the documents attached to it reached the company's offices.
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. .
For shipping fees only, if requested. A request in this matter shall be given in advance for a specific securities account.
Alternatively, a non-registered shareholder shall be entitled to send the Company a confirmation of ownership via the electronic voting system until the system closing time (as detailed in section 10 below). Without derogating from the above, a certified electronic message according to section 44K5 of the Securities Law, 5728-1968, regarding data of users in the electronic voting system - shall be deemed a confirmation of ownership in the share regarding each shareholder included therein.
Voting via the electronic voting system
10.
A non-registered shareholder is entitled to vote also via the electronic voting system. Voting via an electronic voting paper will be possible from the end of the record date until six (6) hours before the time of the meeting assembly (hereinafter: the "system closing time"), at which time the electronic voting system will be closed. Voting in the electronic voting system shall be subject to change or cancellation until the system closing time and cannot be changed via the electronic voting system after this time.
It will be noted that, in accordance with section 83(d) of the Companies Law, if a shareholder voted in more than one way, their later vote will be counted, where in this matter a vote of a shareholder in person or by proxy shall be considered later than a vote via the electronic voting system.
The Company's address for delivery of voting papers and position notices
11.
The Company's offices (to the attention of Adv. Inbal Saidof-Brashi, the Company's Legal Counsel), at 17 Tsela HaHar Street, Modi'in.
The final deadline for providing position notices to the Company by the shareholders
12.
Up to ten (10) days before the meeting date ("the final deadline for sending position notices by the shareholders").
The final deadline for providing the Board of Directors' response to the position notices
13.
No later than five (5) days after the final deadline for sending position notices by the shareholders, as stated in section 12 of the voting paper.
The record date for the eligibility of shareholders to participate and vote in the meeting :
14.
The record date for eligibility to participate and vote in the meeting in accordance with section 182(b) of the Companies Law and section 3 of the Companies Regulations (Written Voting and Position Notices), 5766-2005, is April 28, 2026.
The address of the websites where the voting papers and position notices are located
15.
The distribution site of the Securities Authority ("the Distribution Site") : http://www.magna.isa.gov.il ;
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 website of The Tel Aviv Stock Exchange Ltd. ("Stock Exchange website"): http://maya.tase.co.il.
A shareholder is entitled to contact the company directly and receive from it the version of the voting paper and position notices.
A shareholder is entitled to receive the ownership confirmation at a branch of the exchange member or by mail delivery, if they so requested, and a request in this regard shall be given in advance for a specific securities account. Likewise, an unregistered shareholder may instruct that their ownership confirmation be transferred to the company via the electronic voting system.
An unregistered shareholder is entitled to receive by email, free of charge, a link to the version of the voting paper and position notices (to the extent that position notices are provided) on the distribution site of the Israel Securities Authority, from the exchange member through which they hold their shares, unless they notified the exchange member that they do not wish to receive such a link or that they wish to receive voting papers by mail for a fee. Such notice regarding the voting papers shall also apply to the receipt of position notices.
Review of the voting papers
One or more shareholders holding shares at a rate constituting five percent (5%) or more of the total voting rights in the company, as well as anyone holding such a rate of the total voting rights that are not held by a controlling shareholder in the company, as defined in Section 268 of the Companies Law ("controlling shareholder"), is entitled, by themselves or through a proxy on their behalf, after the convening of the General Meeting, to review at the company's office (whose address is specified in Section 11 above), during regular business hours, the voting papers as detailed in Regulation 10 of the Voting Paper Regulations.
The number of shares constituting five percent (5%) of the total voting rights in the company is: 688,779 ordinary shares of 0.01 NIS par value each of the company.
The number of shares constituting five percent (5%) of the total voting rights in the company that are not held by a controlling shareholder is 412,652 ordinary shares of 0.01 NIS par value each of the company.
Changes to the Agenda
In accordance with and subject to the provisions of the Companies Law and Voting Paper Regulations, the company shall be entitled, after the date of publication of this voting paper, to make changes to the resolutions on the agenda (including adding a topic), and position notices may also be published in connection with the resolutions on the agenda. To the extent such changes are made and/or position notices are published, they can be reviewed in the company's current reports on the distribution site.
An amended voting paper, as required following changes in the resolutions on the agenda, will be published by the company on the distribution site simultaneously with the publication of the changes in the said resolutions, no later than
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 dates specified in section 5b of the Companies Regulations (Notice and Advertisement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 2000.
A shareholder shall indicate his vote regarding the items on the agenda in the second part of this voting paper
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 Hashikma Marketing 2006 Ltd. ("the Company")
Voting paper according to the Companies Regulations (Written Voting and Position Statements), 2005
Part Two
Company Name : Rami Levy Hashikma Marketing 2006 Ltd. ("the Company").
Company Address (for delivery and mailing of voting papers) : The Company's offices (Attn: Adv. Inbal Saidof-Barashi, the Company's Legal Advisor), at 17 Tzela HaHar Street, Modi'in.
Company Number : 513770669.
Date of Meeting : May 26, 2026 at 17:00.
Type of Meeting : Special General Meeting of Shareholders.
Record Date : April 28, 2026.
Shareholder Details
- Shareholder Name -
- ID Number -
- If the shareholder does not have an Israeli identity card -
Passport Number-
Country of Issue-
Valid until- - If the shareholder is a corporation -
Corporation Number-
Country of Incorporation- -
Is the shareholder an interested party⁴, senior officer⁵ or institutional investor⁶? Yes / No
(If yes, specify: ____) -
"Interested party" – as defined in Section 1 of the Securities Law, 1968 ("Securities Law").
- "Senior officer" – as defined in Section 37(d) of the Securities Law.
- "Institutional investor" – as defined in Regulation 1 of the Supervision of Financial Services Regulations (Provident Funds) (Participation of a Managing Company in a General Meeting), 2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994.
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.
Voting Method
| The item on the agenda for which a vote can be cast in the voting ballot | Voting Method^{7} | Are you a controlling shareholder or have a personal interest in the decision?^{8} | Are you an interested party in the company? | Are you a senior officer in the company? | Are you an institutional investor? | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | Yes | No | Yes | No | Yes | No | |
| 1. Appointment of Mr. Michael Tzur for a first three-year term as an external director of the company. | |||||||||||
| 2. Renewal of the employment terms of Mr. Niso Cohen, a relative (as 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 starting from the date of approval by the general meeting |
- Specify below.
Shareholders holding shares through a TASE member (according to Section 177(1) of the Companies Law) - this voting ballot is valid only when accompanied by a confirmation of ownership (as defined in the regulations), except in cases where the voting is conducted through an electronic voting system.
Shareholders registered in the company's register of shareholders - the voting ballot is valid when accompanied by a photocopy of an ID card/passport/certificate of incorporation.
Details regarding the nature of the affiliation or another characteristic of the shareholder (as applicable):
Date
Signature
4/21/2026 | 4:29:02 PM