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

Jun 2, 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.

Rami Levy Chain Stores Hashikma Marketing 2006 Ltd. ("the Company")

Voting proxy in accordance with the Companies Regulations (Voting in Writing and Position Notices), 5766-2005 ("Voting Proxy Regulations")

Part One

1. Company Name: Rami Levy Chain Stores Hashikma Marketing 2006 Ltd. ("the Company").
2. Type of General Meeting: Special general meeting of the shareholders of the Company ("the General Meeting").
3. Time and Place for convening: The meeting will take place on July 9, 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 one shareholder is present, in person or by proxy, or via a voting proxy, holding at least 25% of the voting rights, within half an hour of 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 shall be adjourned to the same day next week at the same time and place (Company's offices, as specified above), namely on July 16, 2026 at 17:00 ("the Adjourned Meeting").

If at the Adjourned Meeting a quorum is also not found after half an hour from the time set for the meeting, then the Adjourned Meeting shall take place with any number of participants.

1. Details of the items on the agenda, for which voting can be done via voting proxy and the wording of the proposed resolutions

4.1 Approval of the Company's engagement in agreements regarding the Club Company

It is proposed to approve the Company's engagement in agreements between it and Isracard Ltd. (hereinafter: "Isracard"), between the Club of Rami Levy Ltd. (a private company held as of the report date 80% by the Company and 20% by Isracard) (hereinafter: "the Club Company") and between Israir Aviation and Tourism Ltd. (hereinafter: "Israir Aviation") (a private company fully owned by Israir Group Ltd., which is a public company under the control of Mr. Rami Levy, the controlling shareholder of the Company), according to which, subject to the fulfillment of suspensory conditions as detailed in Section 2 of the Summoning Report, Israir Aviation will purchase 10% of the Club Company shares from the Company and Isracard, alongside agreements on cooperation between the parties for a period of 8 years.

For further details see Section 2 of the Summoning Report.

Proposed resolution wording: "To approve the Company's engagement in agreements with the Club Company, Isracard, and Israir Aviation, according to which Israir Aviation will purchase 10% of the Club Company's shares from the Company and Isracard, alongside agreements on cooperation between the parties, valid for a period of 8 years, as detailed in Section 2 of the Summoning Report".

4.2 Approval of the renewal of the employment terms of relatives (as this term is defined in the Companies Law) of Mr. Rami Levy, the controlling shareholder of the Company, as employees (who are not officers) in the Company, and their update for a period of 3 years from the date of the meeting's approval

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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.

It is proposed to approve the renewal of the employment terms of relatives (as this term is defined in the Companies Law) of Mr. Rami Levy, the controlling shareholder of the Company (hereinafter: "the Relatives"), as employees (who are not officers) in the Company, and their update for a period of 3 years from the date of the meeting's approval.

For further details see Section 3 of the Summoning Report.

Proposed resolution wording: "To renew the employment terms of relatives (as this term is defined in the Companies Law) of the controlling shareholder of the Company, as employees (who are not officers) in the Company, as detailed in Section 3 of the Summoning Report, and to update them for a period of 3 years starting from the date of the approval of the General Meeting, as detailed in Appendix A attached to the Summoning Report".

5. The place and hours where the full wording of the proposed resolutions can be inspected

The meeting Summoning Report and the documents mentioned therein, as well as the full wording of the resolutions on the agenda, can be inspected at the Company's offices, at 17 Tzela HaHar Street, Modi'in, following prior coordination with Adv. Inbal Seidof-Barashi, the Company's legal counsel, at telephone 02-6481843, on Sundays-Thursdays, during standard working hours, until the day of the General Meeting. Furthermore, the voting proxy through which one can vote regarding the resolutions brought to the meeting ("the Voting Proxy") and position notices as defined in Section 88 of the Companies Law, to the extent they are provided, can be inspected on the distribution site of the Securities Authority and on the website of the Tel Aviv Stock Exchange Ltd., as detailed in Section 15 below.

6. The required majority for adopting the resolutions at the General Meeting on the agenda items for which voting can be done via voting proxy

6.1 The required majority for adopting the resolutions listed in each of sections 4.1-4.2 above, is an ordinary majority of all the 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:

A. The count of the majority votes in 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 resolutions listed in each of sections 4.1-4.2, participating in the vote; in the count of all the votes of the said shareholders, the votes of those abstaining will not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes;

B. The total votes of those opposing from among the shareholders mentioned in Section A above did not exceed a rate of two percent (2%) of all voting rights in the Company.

7. Obligation to indicate the existence of an affiliation or other characteristic regarding the agenda items

7.1 Regarding the items on the agenda of the General Meeting, as detailed in each of sections 4.2-4.1 above, a shareholder participating in the vote must notify the Company before the vote

at the meeting, or if the vote is via voting proxy – on the voting proxy form, whether or not they have a personal interest in the approval of the resolution.

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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 Part B of this voting proxy, space is allocated for marking the existence or absence of an affiliation or other characteristic of the shareholder as stated, as required according to the provisions of Section 275(a)(3) of the Companies Law. It is clarified that the vote of anyone who did not mark "Yes" and did not describe the nature of the affiliation will not be included in the count of votes.

7.3

Furthermore, a shareholder interested in participating in the vote must notify the Company, by way of marking in the space designated for this in the voting proxy, whether they are an interested party in the Company, a senior officer, or an institutional investor.

8. Validity of the Voting Proxy

The voting proxy will only be valid if the following documents are attached to it:

If the shareholder is an unregistered shareholder¹ - the voting proxy will only be valid 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 proxy will only be valid if a copy of the identity card, passport, or incorporation certificate of the registered shareholder is attached to it.

The voting proxy and the documents that must be attached to it as detailed in this section, must be delivered³ to the Company's offices (including via registered mail) up to 4 hours before the time of convening the General Meeting.

9. Ownership Confirmation

A shareholder in whose favor shares are registered with a TASE member and those shares are included among the shares registered in the Company's shareholder register in the name of the Registration Company (hereinafter: "unregistered shareholder") shall provide the Company's offices, at the address registered above, no later 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 supplement to the Companies Regulations (Proof of Ownership of a Share for the Purpose of 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

¹ An unregistered shareholder is anyone in whose favor a share is registered with a TASE member and that share is included among the shares registered in the Company's shareholder register in the name of the Registration Company of Bank Leumi le-Israel Ltd. ("unregistered shareholder").

² A shareholder registered in the Company's shareholder register ("registered shareholder").

³ For this purpose "delivery date" is the date on which the voting proxy and the documents attached to it arrived at the Company's offices.

in exchange for shipping fees only, if requested. A request in this matter shall be given in advance for a specific securities account.

Alternatively, an unregistered shareholder shall be entitled to send the Company ownership confirmation via the electronic voting system until the system closing time (as detailed in Section 10 below). Without derogating from the above, an electronic message approved according to Section 44k11(5) of the Securities Law, 5728-1968, regarding the data of the users of the electronic voting system - shall be deemed as ownership confirmation of the share for any shareholder included in it.

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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.

10. Voting in the Electronic Voting System

An unregistered shareholder is also entitled to vote via the electronic voting system. Voting via an electronic voting proxy will be possible starting from the end of the Record Date and until six (6) hours before the meeting convening time (hereinafter: "System Closing Time"), then the electronic voting system will be closed. Voting in the electronic voting system can be changed or canceled until the System Closing Time and cannot be changed via the electronic voting system after this time.

It should 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 shall be counted, where for this purpose a vote by a shareholder in person or via proxy shall be considered later than a vote via the electronic voting system.

11. Company Address for Delivering Voting Proxies and Position Notices

The Company's offices (attention of Adv. Inbal Seidof-Barashi, the Company's legal counsel), at 17 Tzela HaHar Street, Modi'in.

12. The Deadline for Providing Position Notices to the Company by Shareholders

Up to ten (10) days before the date of the meeting ("the Last Date for Sending Position Notices by Shareholders").

13. The Deadline for Providing the Board of Directors' Response to the Position Notices

No later than five (5) days after the last date for sending position notices by the shareholders, as stated in Section 12 of the voting proxy.

14. The Record Date for the Shareholders' Eligibility to Participate and Vote in the Meeting:

The record date for eligibility to participate and vote in the meeting according to Section 182(b) of the Companies Law and Section 3 of the Companies Regulations (Voting in Writing and Position Notices), 5766-2005, is June 9, 2026.

15. Website addresses where the voting proxies and position notices can be found

The distribution site of the Securities Authority ("Distribution Site"): http://www.magna.isa.gov.il;

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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 Tel Aviv Stock Exchange Ltd. website ("TASE website"):

http://maya.tase.co.il

1. A shareholder may contact the company directly and receive the version of the voting paper and position statements from it.

2. A shareholder is entitled to receive ownership confirmation at a branch of the TASE member or by mail, if requested, and a request in this matter 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 through the electronic voting system.

3. An unregistered shareholder is entitled to receive by email, free of charge, a link to the version of the voting paper and position statements (to the extent position statements are submitted) on the Securities Authority distribution site, from the TASE member through which they hold their shares, unless they have notified the TASE member that they do not wish to receive such a link or that they wish to receive voting papers by mail for payment. Such notification regarding voting papers will also apply to receiving position statements.

4. Inspection of 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 out of the total voting rights 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 inspect at the company's office (the address of which is specified in section 11 above), during regular business hours, the voting papers as detailed in regulation 10 of the Voting Paper Regulations.

The amount of shares constituting five percent (5%) of the total voting rights in the company is: 688,779 ordinary shares of NIS 0.01 par value each of the company.

The amount of shares constituting five percent (5%) of the total voting rights in the company not held by a controlling shareholder is: 412,652 ordinary shares of NIS 0.01 par value each of the company.

1. 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 publication date of this voting paper, to make changes to the resolutions on the agenda (including adding a topic), and position statements may also be published in connection with the resolutions on the agenda. To the extent such changes are made and/or position statements are published, they can be inspected in the company's current reports on the distribution site.

An amended voting paper, as required following changes to the resolutions on the agenda, will be published by the company on the distribution site simultaneously with the publication of the changes to the resolutions as aforementioned, and no later than

The dates specified in section 5b of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding a Topic to the Agenda), 2000.

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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. .

A shareholder shall indicate their voting method regarding the topics on the agenda in the second part of this voting paper

Rami Levy Chain Stores Hashikma Marketing 2006 Ltd. ("The Company")

Voting paper according to Companies Regulations (Written Voting and Position Statements), 2005

Part Two

Company Name: Rami Levy Chain Stores Hashikma Marketing 2006 Ltd. ("The Company").

Company Address (for delivery and mailing of voting papers): The company's offices (Attn: Adv. Inbal Seidof-Barashi, the company's legal counsel), at 17 Tzela HaHar Street, Modi'in.

Company Number: 513770669.

Meeting Date: July 9, 2026 at 17:00.

Meeting Type: Special General Meeting of Shareholders.

Record Date: June 9, 2026.

Shareholder Details

1. Name of Shareholder - ____

2. ID Number - ____

3. If the shareholder does not have an Israeli ID card -
   Passport Number - __
   Issuing Country - __
   Valid Until - ____

4. If the shareholder is a corporation -
   Corporation Number - __
   Country of Incorporation - __

5. Is the shareholder an interested party, a senior officer or an institutional investor*? Yes / No
   (If yes, specify: ____)

6. "Interested party" - as defined in section 1 of the Securities Law, 1968 ("Securities Law").

7. "Senior officer" - as defined in section 37(d) of the Securities Law.

8. "Institutional investor" - as defined in regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Management Company Participation in a General Meeting), 2009, as well as a manager of a joint investment fund in trust as defined in the Joint Investment Trust Law, 1994.

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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. .

Voting Method

Topic on the agenda for which a vote can be cast in the voting paper	Voting Method7			Are you a controlling shareholder or have a personal interest in the resolution?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. Approval of the company's entry into agreements with the Club company, Isracard, and Israir Aviation, according to which Israir Aviation will purchase 10% of the Club company's shares from the company and Isracard, while agreeing on cooperation between the parties, valid for a period of 8 years, as detailed in section 2 of the Summoning Report.
2. Renewal of the employment terms of relatives (as this term is defined in the Companies Law) of the controlling shareholder in the company, as employees (who are not officers) in the company, as detailed in section 3 of the Summoning Report, and updating them for a period of 3 years starting from the date of the general meeting's approval, as detailed in Appendix A attached to the Summoning Report.

• Specify below.

For shareholders holding shares through a TASE member (according to section 177(1) of the Companies Law) - this voting paper is valid only in conjunction with ownership confirmation (as defined in the regulations) except in cases where the voting is via the electronic voting system.

For shareholders registered in the company's register of shareholders - a voting paper is valid in conjunction with a photocopy of an ID card/passport/certificate of incorporation.

Details about the nature of the affinity or another characteristic of the shareholder (to the extent relevant):

Date

Signature

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