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Rami Levy Shivuk Hashikma (2006) Ltd. ("the Company")

To,

June 2, 2026

Israel Securities Authority

Tel Aviv Stock Exchange Ltd.

Via MAGNA

Dear Sir/Madam,

Subject: Summoning of a Special General Meeting

Notice is hereby given regarding the convening of a Special General Meeting of the Company's shareholders (hereinafter: the "General Meeting") to be held on July 9, 2026, at 17:00, at the Company's offices, located at 17 Tzela HaHar Street, Modi'in, for the purpose of passing the resolutions on the agenda, as detailed in this report below.

This notice is submitted in accordance with the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 5761-2001 (hereinafter: "Controlling Shareholders Regulations"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: "Reports Regulations"), the Companies Law, 5759-1999 (hereinafter: "Companies Law"), and the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and the Addition of an Item to the Agenda), 5760-2000 (hereinafter: "Notice and Announcement Regulations").

Part A - Items on the Agenda

1. Items on the Agenda of the General Meeting

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

1.2. 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 (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 details, see Section 3 of the report below.

Part B - Details regarding the Items on the Agenda, the Wording of the Proposed Resolutions and their Conditions

2. Approval of the Company's engagements in agreements regarding the Club Company - Description of the main item on the agenda and the proposed resolution

2.1. Background

2.1.1. As of the date of this report, the Company operates, together with Isracard and through the Club Company, a consumer customer club, which grants customers holding the club card unique benefits and discounts with the aim of increasing customer loyalty and promoting their purchase activity in the Company and its related companies (hereinafter: the "Club"). The consumer benefits are provided to club members by the Company, while Isracard provides the customer club with issuance and operation services for credit cards issued to club members.

2.1.2. As of December 31, 2025, the number of club members stood at approximately 597 thousand active members (who performed at least one purchase during 2025), of which approximately 184 thousand members also hold a credit card of the customer club.

2.1.3. For further details regarding the Club Company, see Section 11 of Chapter A - Description of the Corporation's Business which was attached to the Company's Periodic report for the year 2025². It should be noted that concurrently with this report, Israir Group published a meeting notice report whose agenda includes approval of the Club transaction.

2.1.4. On May 28, 2026, the Company, the Club Company, Isracard and Israir Aviation entered into two agreements regarding the Club Company as follows (hereinafter: the "Club Transaction"):

2.2. Share Purchase Agreement (hereinafter: the "Share Purchase Agreement")

2.2.1. According to the Share Purchase Agreement, Israir Aviation will purchase from the Company 8% of the share capital of the Club Company for a total of 11.25 million ILS (hereinafter: the "Shares Purchased from the Company"), and will also purchase from Isracard 2% of the share capital of the Club Company for a total of 8.75 million ILS, totaling 20 million ILS (hereinafter: the "Total Consideration"). It should be noted that the consideration for the shares purchased from the Company and its proportion of the total consideration were determined taking into account payments to be made under the Club Agreement from Isracard to the Club Company, as well as grants to be paid from Isracard to the Company (for further details, see Section 2.3.2 (11) below). According to the agreements between Isracard and the Company, the consideration is divided between Isracard and the Company such that Isracard receives (subject to additional and future arrangements between the Company and Isracard) approximately 17/40 of the consideration and Rami Levy [the Company] receives the balance. The distribution of the consideration to be received from Israir between the parties is a result of a weighing of income and profit sources that were outside the Club Company (and were shared between the parties) and income and profit sources inside the Club Company - whereas after the transaction all were brought into the Club Company.

² As published by the Company on March 26, 2026 (Ref. No.: 2026-01-028136).

The Club.

The Total Consideration will be paid by Israir Aviation in cash, and concurrently the Club Company will purchase flight tickets in the amount of approximately 10 million ILS from Israir Aviation for the use of the Club Company for the purpose of launching the aviation club to be operated by the Club Company in accordance with the marketing plan agreed upon by the parties. Subject to the completion of the Share Purchase Agreement, the Company will hold 72% of the share capital of the Club Company, Israir Aviation will hold 10% of the share capital of the Club Company, and Isracard will hold 18% of the share capital of the Club Company.

2.2.2. The share purchase agreement stipulated that transactions of the Club Company with interested parties as detailed below will continue to remain in effect:

A. The Club Company receives services from the Company, including office services, trade and promotion services, marketing services, wages, accounting and finance, legal expenses, etc., whereas as of the date of this report, 11 employees are employed by the Company who provide such services to the Club Company and the consideration paid for them by the Club Company is in the amount of the salary cost of said employees (without overcharging for additional overhead costs associated with operating the Club). As of the first quarter of 2023, the aforementioned quarterly cost stood at approximately 252 thousand ILS.

B. Engagement (for an indefinite period) with Hashikma N.G.N. International Communication 015 Ltd. (a subsidiary of the Company) – as a communication provider for sending SMS delivery, and communication services of promotional SMS messages to club members, in an amount that is not material to the Company and the Club Company.

C. Engagement (for an indefinite period) with the Company – in connection with the purchase of gift vouchers, in an amount that is not material to the Company and the Club Company.

In addition, as part of the Club Agreement, it was stipulated that the parties to the agreement shall be permitted to cooperate in providing immediate credit for the purchase of cellular devices from Rami Levy Communications in 36 installments by increasing the credit limit of the club members, in volumes that are not material to the activity of the Club Company.

2.3. Rami Levy Club Agreement (hereinafter: the "Club Agreement")

2.3.1. According to the Club Agreement, the Company, Israir Aviation, Isracard and the Club Company will enter into an agreement regulating cooperation for a period of 8 years, which may include value propositions for club members through benefits in aviation and tourism services from Israir Aviation, alongside benefits within the Company's group.

2.3.2. The rationale for establishing the joint club arises from several working assumptions:

(1) Differentiation – Turning the club from a retail network-based consumer club into a club that combines aviation and tourism retail, an additional significant component in the development of the club and increasing its attractiveness among customers.

(2) Simplicity and Attractiveness – The new club will offer a simple and attractive accumulation mechanism which will assist in recruiting new audiences to the club.

(3) Consumer Benefit – The club will offer attractive accumulation and easy and simple redemption at Israir, which will allow more customers to fly and receive tourism services abroad or receive

tourism services in Israel at an accessible price.

(4)

Strong revenue model – the accumulation mechanism will encourage wider use of the card.

(5) Strengthening all partners – all partners in the venture are expected to enjoy the fruits of the club in its new form.

2.3.3. Concurrently, the Club Agreement regulates the budgets and funding sources for the Club Company, and the relationships between the parties as shareholders in the Club Company are regulated as follows:

(6) The Club Company will operate and develop the club and hold its assets, including operating a customer recruitment system for the club at the Company's branches and the branches of the companies in the Company's group, as well as on the sales floors of Israir Aviation and the other companies in the Israir Aviation group, and a customer retention system, all in a format and scope to be determined by the board of directors of the Club Company.

(7) The Club Company will be responsible for the development of the Club Company's activity, the marketing and advertising of the club cards, the ongoing communication with club cardholders, the management of the club's benefits program and obligations to its members, and for the nurturing and maintenance of the value of the club card.

(8) Isracard will provide the Club Company with issuance and operation services for the club cards and will bear the responsibility for this and the expenses involved therein exclusively, including any responsibility or obligation applying to an issuer by law (including charge refunds to club members, card issuance costs, shipping cards to club members, mailings, service center, credit financing costs, and operation of credit provision on club cards). The agreement specified the types of cards to be issued within the framework of the club and the card fees to be collected for them. Furthermore, rules were established regarding the payments that Isracard will pay to the Club Company, reflecting the principle that all income from fees from the debit cards in the club (including the interchange fee, foreign currency fees, and card fees) as well as the credit margins for the club cards will be transferred to the Club Company, net of expenses and costs at agreed rates and subject to certain exceptions.

In the event that Isracard does not provide credit to the Club Company's customers, or to the customers of the Company or the customers of Israir Aviation who are referred by any of these companies to receive credit from Isracard, then Isracard will refer the customers to an external credit provider to be approved by the Company and Israir Aviation, and the receipts from the external credit provider will be paid by Isracard to the Club Company.

(9) The Company will exclusively bear the cost and expenses for the Company's benefits (and controlled companies) to club members. The Company undertakes that said benefits will be granted for purchases by club members.

(10) Various operational instructions were established concerning the club and the transfer of required information between the parties in connection therewith. It was also stipulated that the Company (or someone on its behalf, including through third-party technology platform services) will operate the points accumulation mechanism in the club, and the Club Company will pay it for this the operational costs in an annual amount of 1.8 million ILS plus VAT.

(11) Israir Aviation will bear its share of the cost of the benefits subject to the accumulation and redemption mechanism of aviation points. For this purpose, the conversion ratios in the accumulation of points for purchases with the card were established.

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The Club while distinguishing between types of cards, the realization period of points, the mechanism for redeeming points for flights and vacation packages and other vacation products (with respect to which redemption is limited to an agreed rate of the package value reflecting the flight component). It was also determined that Club members will enjoy benefits for purchasing a "cancellation shield" and/or similar products, at a discount of 50% and an additional 30% accelerated accumulation when purchasing flight tickets on Israir.

The realization mechanism (redemption) of points by Club members in Israir infrastructures is based on the principle that every one (1) point will be equivalent to one (1) US dollar on international flights or 3 NIS on domestic flights ("Redemption Value"), in accordance with and subject to the provisions of the agreement, the Club Company will pay Israir Aviation the monetary value of the accumulation in the amount of one shekel for every point redeemed at Israir Aviation. Israir Aviation has the right to hedge certain changes in the dollar exchange rate. Accumulation will be calculated on a standard card at $1 for every purchase of 500 NIS and on premium cards at a benefit of $1 for every 333 NIS. In addition, an obligation was established for Israir Aviation to allocate a non-material portion of the seats on each of its flights for the realization of Club members, and various obligations were included regarding the level of service that Israir Aviation will provide to Club members, including through an appropriate call center.

(12) The Company will be entitled to appoint up to 3 directors on its behalf to the Club Company's Board of Directors, and each of Isracard and Israir Aviation will be entitled to appoint one director, provided that it holds at least 10% of the issued capital of the Club Company. The Chairman of the Board will be appointed by the Company, and will not have a casting vote in the event of a tie in a vote. The voting power of the directors on behalf of each shareholder will be equal to the holding rate of the shareholder that appointed them in the Club Company.

(13) Decisions in the Club Company on certain matters will require the consent of all shareholders or their representatives on the Board, as applicable (and this as long as the shareholder holds at least 12% of the Company's share capital), including in connection with liquidation, merger, or a material change in the Club Company's business and the establishment of subsidiaries. In addition, it was determined that, for a period of 24 months from the transaction completion date, decisions in the Club Company on certain matters will require the consent of all shareholders or their representatives on the Board, as applicable (and this as long as the shareholder holds at least 10% of the Company's share capital ("the Qualifying Percentage")), including in connection with changes in the capital structure that dilute Isracard or Israir Aviation (except for exceptions); changing the Company's articles of association or the rights attached to the Company's shares held by Isracard or Israir Aviation, insofar as it changes their rights under the articles; and new transactions with interested parties in an annual amount exceeding a total of 500 thousand NIS. At the end of 24 months from the completion date, the qualifying percentage will be updated to 12%.

(14) The financing of the Club Company's activities will be through an annual marketing budget, which will be financed during the first year from the signing of the Club Agreement, by the Company and Isracard (45% each) and by Israir Aviation (10%) (the ratio of participation in the Company's financing as stated will also be referred to below as: "the Funding Ratio"), where 10 million NIS from the budget for the first year will be used to purchase flight tickets from Israir Aviation at an agreed and fixed price (including trolley and taxes) of 270 US dollars per ticket (to Europe, excluding London), and starting from the second year

will be financed through the Club Company's revenues. It was also determined that at the end of two years from the completion date (or exhaustion of the launch budget, whichever is earlier) the Club Company will be entitled to purchase flights and aviation services from Israir at a discount of 15% from the market price, for the benefit of benefits and promotions for Club members. To the extent that additional financing is required for the Club Company according to the decision of the Club Company's Board of Directors, the financing will be done through capital injection by the Club Company's shareholders in accordance with the Funding Ratio.

(15) Additional budgets will be approved by the Club Company's Board of Directors and financed from its sources. All management and general expenses of the Club Company, as they will be from time to time, will be made from the Club Company's sources while all costs for providing service and responsibility by Israir Aviation to its customers (including personnel recruitment), and including to Club customers who purchase its services, will apply exclusively to Israir Aviation, except in relation to the Israir Aviation call center that will be offered to Club customers, which will be financed by the Club Company in accordance with the provisions of the agreement.

(16) Isracard will pay the Club Company the following payments (some of which were not paid to the Club Company prior to the signing of the Club Agreement and were part of an agreement-based division between Isracard and the Company, and from the transaction completion date will be paid to the Club Company): (1) the cross-fee rate minus operating costs for transactions carried out with Club cards, in accordance with the mechanism set in the agreement between the parties; (2) credit profits resulting from the provision of credit on Club cards minus credit raising costs; (3) FX fees (minus expenses set in the agreement); (4) a grant for cross-fees abroad, in accordance with the mechanism set in the agreement; (5) income from card fees. In addition, Isracard will pay the Company and Israir Aviation signing grants in amounts set in the agreement as a function of the scope of activity in connection with some of the above income components.

(17) Each of the shareholders in the Club Company will receive a grant in the amount set in the agreement for each new Club member recruited through its infrastructure alone.

(18) Unless the Club Company's Board of Directors determines otherwise, and subject to compliance with the distribution tests set in the Companies Law, from the effective date, the Club Company will distribute a dividend to its shareholders, every quarter, as detailed in the agreement. The dividend to be distributed to shareholders will be equal to the balance of the Club's profits for distribution after deducting operating fees to Isracard and initiation fees to Israir Aviation in rates set from the Club Company's income for distribution, so that together with said payments, each shareholder in the Club Company will be entitled to a share in the Club Company's profits reflecting the rate of its economic contribution to the Club Company, according to the ratio set for this matter in the agreement.

(19) On the effective date, the shareholders will transfer to the Company a total sum of 3,000,000 (three million) NIS (divided according to the Funding Ratio), which will serve as a safety cushion for the purpose of financing the Company's current activities, in accordance with the decisions of the Company's Board of Directors.

(20) The Company and Israir Aviation have committed (subject to exceptions set in the agreement) not to engage with any party other than Isracard in connection with the issuance or operation of debit cards or club cards for the customers of the Company Group or the Israir Group or to provide loans and credit

on Club cards during the entire service period. However, the Company will be entitled to offer credit to its customers (but not to Club customers as such) and to business customers. In each of the following two cases, the Company may, starting from the end of two years from the effective date in the agreement, offer credit to its customers (except for Club members as such): in the event of the Club Company's failure to meet a set credit target and/or upon the Company's entry into banking activity/non-bank credit provision activity/activity in the field of payment services provision. Also, during the said period, Israir Aviation will not join or establish a club competing with the Club Company, but it was agreed that it would be entitled to establish a "Frequent Flyer" type loyalty club (without a credit card) starting from the end of 24 months from the completion date of the Club Agreement, subject to it operating it directly and without joint ownership, or involvement or cooperation of third parties, and that the benefits for Club members under the Club Agreement will be significantly better than the benefits in the Frequent Flyer club, and there will be no harm to its obligations toward Club members. It was also agreed that Israir Aviation would be entitled to give benefits to other consumer clubs, provided they are not food retail chains and do not include a points accumulation/"cashback" mechanism.

(21) The shareholders are prevented from selling or transferring their shares in the Club Company during the agreement period, except for the Company which is entitled to transfer shares to a third party, provided that the third party does not hold a larger number of shares than the Company's holdings in the Club Company (including with others).

(22) In addition, the transfer of the Club Company's shares shall be subject to the following rights: (a) the Company's right of first refusal in the event that Isracard and/or Israir Aviation wish to transfer their shares in the Club Company; (b) the right to join the sale (Tag Along) for Isracard and Israir Aviation as part of a transaction for the sale of control by the Company in the Club Company; and (c) forced sale of Isracard and Israir Aviation shares in the event of the sale of the Company's entire holdings in the Club Company. Also, all shareholders will have a preemptive right in the allocation of shares in the Club Company.

(23) As long as Isracard is a shareholder in the Club Company, the Company and Israir Aviation are prohibited from transferring shares to a financial company competing with Isracard (as defined in the agreement), to an entity engaged in illegal activity, to an entity that has a regulatory restriction on Isracard being a partner with, or to an entity that could materially damage the reputation of any of the parties.

(24) The Club Agreement established provisions in the event of a possible separation between the Club Company and Isracard in certain cases, including in cases of material breach by any of the parties, cessation of activity of any of the parties, and a regulatory requirement to cease the club's activity (the Company has the right to exercise the separation provisions also in the event of a change of control in Isracard within which control will be transferred to a competing entity of the Company). Thus, the Company was granted a Call option to purchase all the Club Company shares owned by Isracard, and a Put option for Isracard to sell all its shares as stated to the Company, at a price based on a valuation, subject to the conditions set in the agreement. In the event of purchasing Isracard shares as stated, Israir Aviation will have the right (without obligation) to join the purchase of Isracard shares, pro-rata according to its holding rate and the Company's holding rate in the share capital of the Club Company at that

time.

(25)

The Company and Isracard were given a right to purchase all the Club Company shares owned by Israir Aviation, in the event of a material breach of the agreement by Israir Aviation, direct competition by Israir Aviation in the core areas of the Company or Isracard, entry into liquidation proceedings, receivership or insolvency and the cessation of all or most of Israir Aviation's activity in the field of aviation and tourism. Upon the occurrence of a separation cause, the Company and Isracard will be entitled to purchase the full shares of Israir Aviation in the Club Company according to a value to be determined by an agreed valuator, while weighing reductions in the amount set in the agreement according to the passage of time, and will also be entitled to cancel the Club Agreement with Israir, without restrictions on future engagement.

(26) The Company will be entitled on a one-time basis and within 30 days from the end of two years from the effective date to bring the Club Agreement to an end, if the balance of the credit portfolio (including credit provided by the external credit provider as stated above) at the said date is less than a target set in the agreement.

Likewise, the Company will be entitled to bring the Club Agreement to an end upon the entry of the Company (including through another corporation controlled by the Company or controlled by the controlling shareholders in the Company ("Controlled Corporation")) into banking activity or non-bank credit provision activity or activity in the field of payment services provision (including through investment or purchase or merger of a corporation or existing activity in these fields).

(27) The Club Company will manage a database of Club members in accordance with the provisions of the law. The information and/or the database concerning Club members are the exclusive properties of the Club Company and will be used for the purpose of executing the agreement and for the Club Company's purposes and activity only. The Company (including companies in the Company Group) will be entitled to receive access to information about Club customers and to make internal use of it within the framework of its business activity and for the purpose of providing benefits to Club members only and will not be entitled to transfer it to any third parties. Israir Aviation also committed to approach customers included and who will be included in its databases, and to do its best in approaching customers included in databases of other companies in the Israir Group, with an offer to join the club card.

(28) At the end of the agreement period, the Company, the Club Company, and Israir Aviation will be entitled to engage with any authorized entity for the purpose of issuing and operating debit cards and benefit accumulation mechanisms. In such a case, the Company and Israir Aviation are entitled to give Club members advance notice (even before the end of the agreement) and approach them for the purpose of issuing a new club card through an alternative operator. Such an approach can be made directly by the Company, provided it is also made in the name of Israir Aviation.

2.4. Conditions Precedent

2.4.1. The completion of the transaction for the sale of shares is subject to the following conditions precedent, subject to the fulfillment of which, the Club Agreement will enter into force:

(1) Receipt of the Competition Commissioner's approval for the said transaction (to the extent required);

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(2) Ministry of Finance approval for Israir Aviation as required in accordance with Israir's agreements with the State;
(3) Approval of the General Meeting of the Company and of Israir Group.

2.4.2. The share sale agreement sets a period of 120 days for the fulfillment of the conditions precedent (where each party is entitled to extend this period for two additional periods of 30 days each), after which each of the parties will be entitled to cancel the agreement. Additionally, a condition for the completion of the transaction is that no material adverse change has occurred in the representations and declarations of the parties under the share sale agreement until the completion date of the transaction, and that there is no legal or other impediment to its completion.

2.5. Taxes

Each party shall bear the taxes applicable to it by law in connection with the transaction.

2.6. Representations, Declarations and Confidentiality Obligation

The share sale agreement included standard representations and declarations by Israir Aviation as the buyer and by the Company and Isracard as the sellers, as well as declarations and representations by the Club Company on various matters, including regarding its legal incorporation and its authority to enter into the purchase agreement; absence of violation or conflict with existing obligations in its entry into the share sale agreement; absence of need for third-party approvals for the engagement; its issued and paid-up share capital; its financial statements as of 31.12.2025; absence of outstanding commitment balances by interested parties and interested party transactions (except as detailed in the share sale agreement); legal proceedings; liens and guarantees; personnel status and taxes. Additionally, there is a mutual confidentiality obligation as is customary.

2.7. Completion Date and Actions to be Performed Thereunder

The transaction will be completed on the date that will occur within three (3) business days from the date of receiving the Competition Commissioner's approval, or at a later date as may be agreed upon in writing between the parties, and subject to all other conditions precedent being met by that date (inclusive).

2.8. Cancellation of the Transaction

As mentioned above, the share sale agreement sets a period of 120 days for the fulfillment of the conditions precedent (where each party is entitled to extend this period for two additional periods of 30 days each), after which each of the parties will be entitled to cancel it. Additionally, the right of cancellation will stand in the event that one of the parties has committed a material breach of the share sale agreement and such breach has not been corrected within 7 days from the date of giving written notice of the breach.

2.9. Indemnity and Liability

The share sale agreement set indemnity provisions according to which the Company and Isracard undertook to indemnify Israir Aviation for any direct damage caused to it, including damage caused to the Club Company (where in such a case, the damage will be calculated as the product of the damage amount and 10%, as the rate of the sold shares of the Club Company's capital), for incorrect representations, breach of obligations, and for any financial liability (including tax liability) that will actually apply to the Club Company after the completion date of the transaction, the cause of which precedes the completion date. The indemnity obligation

as mentioned above shall not apply to damages whose amount (in aggregate) does not exceed a minimum threshold set in the agreement and which is not a material amount for the transaction.

2.10. Interim Period Undertakings

The share sale agreement includes the parties' undertakings to act jointly for the purpose of fulfilling the conditions precedent as well as the Club Company's undertaking to continue its activity in its ordinary course of business in the period between the signing date and the completion date and Israir Aviation's undertaking to continue to operate as an aviation and tourism company at least similar to its activity on the eve of the signing of the agreement.

2.11. Main Terms Regarding the Operation of the Club

The Club agreement sets the mode of operation of the Club, including provisions regarding the operation of the Club and rules regarding the benefits it will offer, primarily a mechanism for accumulating and redeeming Club points. The Club agreement sets the contribution of the three shareholders to the Club, where the main contribution of Israir Aviation is in providing dedicated benefits and discounts to Club members and specifically by way of converting Club points into flight tickets and aviation services, as well as marketing the Club to its customers and its various infrastructures; Isracard will continue to provide the issuance and operation services of the Club cards and will grant loans and credit to Club members; and the Company will grant benefits at the Rami Levy network to Club members. The period of the Club agreement was set for 8 years (hereinafter: the "Service Period"), during which Isracard will exclusively provide the issuance and operation services of the Club cards. The extension of said period will require the consent of all parties to the Club agreement, which will be required to be received at least 12 months before the end of the Service Period. For further details about the Club agreement and its terms, see section 2.2 above.

2.12. Transaction Approval Process, Audit Committee Activity and the Manner in which the Consideration was Determined

In order to examine the Company's engagement in agreements with the Club Company, Isracard, and Israir Aviation as detailed in this section above, on July 4, 2024, the Company's board of directors authorized the Audit Committee to act as a special board committee to examine the Company's engagement in the agreements detailed in section 2 above (hereinafter: the "Special Committee"). The Special Committee was not appointed to serve as an "independent committee" in the full customary format, however, for the purposes of its work, it was granted the authority to appoint independent economic and legal advisors, at its discretion.

The Special Committee served in its role from the time of its establishment until the date of approval of the Company's engagement in the agreements detailed in section 2 above by the Company's board of directors. The Special Committee conducted a thorough work process, for the purpose of making informed decisions regarding the transaction and its approval process, without the presence of the Company's representatives and/or representatives of the controlling shareholder, a process which included the appointment of independent legal and economic advisors, and after the Special Committee independently determined its work procedures, meeting dates, meeting agenda, identity of those invited to meetings, required work documents, the manner of documenting the meetings and any other matter that concerned its mode of operation while adopting work rules of independence and maintaining confidentiality, it made its decisions regarding the agreements.

The Special Committee held about 5 meetings (including meetings with the Company's management) and several additional consultation calls in 2025 regarding the draft agreements placed before it and about 6 meetings (including meetings with the management) regarding the updated draft agreements placed before it in May 2026 (and in total

a total of 11 meetings of the Special Audit Committee), in which the Special Committee examined, by itself and through its external advisors as mentioned, the transaction and its implications.

As detailed in section Error! Reference source not found. Error! Reference source not found. below, the Special Committee engaged with economic advisors for the purpose of checking the fairness of the transaction, within which the economic advisors also examined some of the economic terms within the framework of the transaction, including the activity that was not included in the Club Company prior to the signing of the agreement and will be part of the Club after the signing of the agreement.

Only committee members and its independent advisors were present at the Special Committee meetings and when making decisions in the committee, unless the committee chairman determined that the presence of someone who is not a committee member was required for the purpose of presenting a certain topic or providing certain factual data, but in any case the decision was made in their absence.

The Special Committee discussed the transaction regarding the Club and its terms, including the rationale underlying the transaction, various alternatives to the transaction, the assumptions underlying the fairness test of the economic advisors it appointed; furthermore, the committee examined the fairness test in relation to the terms of the transaction itself and the worthiness of the transaction for the Company.

In the framework of its discussions, taking into account the provisions of section 117(b) of the Companies Law, the Special Committee, sitting also as an Audit Committee, reached the conclusion that the activity of the committee and the examination of the transaction terms constitute "another process", and not a "competitive process" (as these terms are defined in section 117(b) of the Companies Law), sufficient in the circumstances of the case; and that in the circumstances of the case, the examination of the transaction, while consulting with independent external advisors and relying on their opinion, is sufficient and ensures a proper process designed to maximize the consideration for the shareholders from the public, and this among other things, due to the following circumstances and reasons:

A. The committee examined on a matter of principle whether there are realistic alternatives to the Company's engagement in the transaction as detailed in section 2 above. Since this is a unique transaction involving the Company, a credit card company and primarily an Israeli airline company which does not have a similar members club, as mentioned, the committee believed that there is, de facto, no possibility for another alternative transaction that will be implemented and in any case specifically thanks to the controlling shareholders of the Company and Israir it is possible to move forward with the aforementioned alternative which is better especially in light of the fact that the number of airline companies in Israel is very small, i.e., in the transaction detailed above the mechanism of alternatives is very limited.

B. In the circumstances of the case, the examination of the transaction, consultations with independent external advisors and reliance on their opinion, ensure a proper process designed to create a transaction for the benefit of the Company.

The committee (by itself and through its legal and economic advisors) forwarded comments and questions to the Company regarding the transaction and the terms of the transaction and held a discussion with the Company regarding the principles of the proposed transaction and its possible implications.

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

Approval of the renewal of the terms of employment of relatives (as this term is defined in the Companies Law) of Mr. Rami Levy, the controlling shareholder of the Company ("the Relatives"), as employees (who are not officers) in the Company, and their update, valid for 3 years from the date of approval of the General Meeting

As of the date of the report, the Company employs relatives (as this term is defined in the Companies Law) of Mr. Rami Levy, the controlling shareholder of the Company, in various positions, as detailed below. It should be noted that the relatives do not serve as officers in the Company:

Mr. Dror Levy, brother of Mr. Rami Levy, the controlling shareholder of the Company - is employed by the Company as a Jerusalem area manager and as a consultant to the Company in the field of the Haredi sector;³
Mr. Oved Levy, brother of Mr. Rami Levy, the controlling shareholder of the Company – is employed by the Company as an area manager;
Ms. Orly Allalouf, sister-in-law of Mr. Rami Levy, the controlling shareholder of the Company – is employed by the Company as a trade coordinator;
Mr. Carlos Allalouf, brother-in-law of Mr. Rami Levy, the controlling shareholder of the Company – is employed by the Company as a dairy field manager;
Ms. Ofra Levy Sharon, sister of Mr. Rami Levy, the controlling shareholder of the Company – is employed by the Company as an area manager;
Mr. Amnon Reuven, brother-in-law of Mr. Rami Levy, the controlling shareholder of the Company – is employed by the Company as a senior manager in the fruit and vegetable field;
Ms. Nurit Reuven, sister of Mr. Rami Levy, the controlling shareholder of the Company – is employed as a main cashier supervisor and assistant branch manager;
Mr. Nati Ben Simon Tov, brother-in-law of Mr. Rami Levy, the controlling shareholder of the Company – is employed by the Company as an operations manager for bakeries and bread departments in the network's branches.
Mr. Sharon Avigdor, brother-in-law of Mr. Rami Levy, the controlling shareholder of the Company – is employed as a regional security officer.

It is proposed to approve the renewal of the terms of employment of the Relatives and their update for a period of 3 years starting from the date of the general meeting's approval which is the subject of this report, as detailed in Appendix A, attached to this report.

Proposed text of the resolution on the agenda: "To renew the terms of employment 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 report, and to update them for a period of 3 years starting from the date of approval of the general meeting, as detailed in Appendix A attached to the report".

2. Additional details required in accordance with the Controlling Shareholders Regulations regarding the resolutions on the agenda

4.1. Names of the controlling shareholders and shareholders who have a personal interest in approving the resolutions and the nature of their personal interest

The controlling shareholders, as this term is defined in section 268 of the Companies Law, and shareholders who have a personal interest in approving the resolutions on the agenda as mentioned in section 1 of the report are as follows:

Mr. Rami Levy, the controlling shareholder of the Company, serving as Joint CEO and a Director in the Company, and holding through a private company under his control and in a joint account with Ms. Adina Levy, his wife, 39.91% of the Company's issued and paid-up capital and the voting rights therein. Their personal interest stems from the fact that Mr.

³ In addition, the Company is a party to an agreement with a company controlled by Mr. Dror Levy, according to which he serves as a franchisee providing tobacco products in the Company's supermarkets by way of franchising. For details see Note section 17b(d) to the Company's financial statements as of December 31, 2025, as attached to the Company's periodic report for 2025 (reference number 2026-03-028136).

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Rami Levy is the controlling shareholder in Israir Aviation, which is a party to the engagement with the Company in the club transaction, and also in light of the fact that the decision detailed in Section 3 above is regarding the employment terms of relatives, as defined in the Companies Law, of the controlling shareholder in the Company.

Ms. Yafit (Aboud Levy) Attias, daughter of Mr. and Mrs. Rami and Adina Levy, serving as co-CEO in the Company, holds 0.12% of the Company's issued and paid-up capital and of the voting rights therein. Her personal interest stems from being the daughter of Mr. Rami Levy, the controlling shareholder in the Company.
Mr. Yaakov Aboud Levy, son of Mr. and Mrs. Rami and Adina Levy, holds 0.06% of the Company's issued and paid-up capital and of the voting rights therein. His personal interest stems from being the son of Mr. Rami Levy, the controlling shareholder in the Company.

4.2. The Way the Consideration was Determined

4.2.1. Regarding the transaction detailed in Section 1.1 of this report: The consideration for the shares purchased from the Company, as well as the other terms of the share sale agreement and the club agreement, were determined in negotiations between the parties, whereas for the consideration of the purchased shares, a valuation was performed for the customer club activities, which was submitted to the Company's Audit Committee and examined by independent economic consultants appointed by the Company's Audit Committee, who provided the Audit Committee with fairness opinions regarding the valuation.

4.2.2. Regarding the proposed employment terms for relatives as detailed in Appendix A to this report, the proposed terms are based on an agreement between the parties, after their terms and reasonableness were re-examined by the Compensation Committee and the Company's Board of Directors as detailed in Section 4.3 below. Data regarding the employment terms of the relatives detailed in Appendix A to the report were presented to the members of the Compensation Committee and the Board of Directors, as well as data regarding the areas of responsibility of each of the relatives and their contribution to the Company. Additionally, comparison data of the proposed employment terms for relatives with the employment terms of employees who are not relatives of the controlling shareholder and who are employed in the same roles and/or in similar roles in the Company were presented to the Compensation Committee and the Company's Board of Directors. It is clarified that under the circumstances and considering that these are not salaries in material amounts and in roles that are not senior in the Company, compensation data of similar roles in companies with activities similar to those of the Company were not examined.

4.3. The Required Approvals or Conditions Set for the Execution of the Decisions

4.3.1. The proposed decision detailed in Section 2 above requires the approval of the Company's Audit Committee, the approval of the Company's Board of Directors, and the approval of the Company's General Meeting of shareholders, the notice of whose convention is provided within this report.

4.3.2. The proposed decision detailed in Section 3 above requires the approval of the Company's Compensation Committee, the approval of the Company's Board of Directors, and the approval of the Company's General Meeting of shareholders, the notice of whose convention is provided within this report.

4.3.3. Approval of the decision detailed in Section 2 by the Company's Audit Committee was received on May 28, 2026, after 11 discussions held by the unified committee during the years 2025-2026.

Approval of the decision by the Company's Board of Directors was received on May 28, 2026.

Completion of the transaction is subject to the fulfillment of all the conditions precedent as detailed in Section 2.4 above.

4.3.4. Approval of the decision detailed in Section 3 by the Company's Compensation Committee was received on May 18, 2026.

Approval of the decision by the Company's Board of Directors was received on May 25, 2026.

4.4. Details of transactions of the type of the proposed decisions in this report or similar transactions between the Company and a controlling shareholder or in which the controlling shareholder had a personal interest, signed within the two years preceding the date of approval of the transactions by the Board of Directors or which are still in effect at the date of approval of the Board of Directors as aforesaid

On October 27, 2024, the General Meeting approved an update to the Company's compensation policy regarding the remuneration of co-CEOs, renewal and update of the terms of tenure and employment of Mr. Rami Levy as CEO, approval of the terms of tenure and employment of Ms. Attias as co-CEO, and renewal of the terms of tenure and employment of Ms. Adina Levy as VP and Chief Treasurer, as detailed in the Company's immediate report dated September 15, 2024 (reference number 2024-01-603393) included in this report by way of reference.
On December 4, 2024, the General Meeting approved the renewal and update of the framework transaction for the Company's (or a company held by it) engagements in lease agreements in which the controlling shareholder has a personal interest in their approval, including renewal of existing lease agreements, exercise of options to extend their validity, or change in their terms, for a period of three years from the date of the meeting's approval, as detailed in the Company's immediate report dated November 20, 2024 (reference number 2024-01-617269) included in this report by way of reference.
On June 12, 2025, the General Meeting approved an update to the Company's compensation policy, approval of the update of the terms of tenure and employment of Ms. Attias as co-CEO, and approval of the terms of tenure and employment of Mr. Ofir Attias as VP of Business Development, as detailed in the Company's immediate report dated May 8, 2025 (reference number 2025-01-032564) included in this report by way of reference.
On February 25, 2026, the General Meeting approved the granting of exemption and indemnity letters to officers who are among the controlling shareholders of the Company or their relatives, in versions identical to those granted to the Company's officers who are not among the Company's controlling shareholders or their relatives, as detailed in the Company's immediate report dated February 17, 2026 (reference number 2026-01-015457) included in this report by way of reference.
On May 26, 2026, the General Meeting approved the renewal of 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, and their update for a period of 3 years from the date of the meeting's approval, as detailed in the Company's immediate report dated April 21, 2026 (reference number 2026-01-037216) included in this report by way of reference.

4.5. Reasoning of the Audit Committee and the Board of Directors for Approving the Decisions

4.5.1. The following are the main reasons of the Audit Committee and the Board of Directors for entering into the transaction as stated in Section 2 above:

A. Entering into the transaction and cooperation with Israir Aviation and adding a component of aviation products outside Israel and in Israel as well as tourism services to the club's activity, is expected to significantly increase the cumulative number of club members and their loyalty to the group and the club and accordingly the volumes of the club company's activity and its positioning as a leading attractive club in the field.

Customer Clubs in Israel.

Customer clubs that include aviation and tourism products constitute a focus of attraction for customers and allow the customer club and its shareholders to float value, recruit new customers, retain existing customers, increase customer loyalty to the Company's brands, expand the basket of products and benefits for club customers, increase the potential for point accumulation and create incentives to prefer the use of the club's credit card over other credit cards and even make it the primary "top-of-wallet" card.

C. In the estimation of the Audit Committee and the Company's Board of Directors, the consideration to be paid to the Company is fair and reasonable, based among other things on the independent valuation (which is non-material) that took into account the value of the club company prior to the joining of Israir Aviation and the expected contribution of Israir Aviation to the club, and also taking into account payments to be paid under the club agreement from Isracard to the club company, as well as grants to be paid from Isracard to the Company in such a way that activities that were previously outside the club company and whose profit was divided contractually between Isracard and the Company entered into the Company after the signing of the agreement and constitute an integral part of its future activity. The division of consideration between Isracard (according to what was agreed between Isracard and the Company) reflects these agreements.

D. In the estimation of the Audit Committee and the Company's Board of Directors, the agreement period was set at 8 years, taking into account that the period for accumulating aviation club reputation is long, and a standard period of 3 years is not sufficient to establish a reputation for a new aviation club, within which customers can join, use it, and realize the benefits they have accumulated over time. Accordingly, the parties conducted negotiations regarding the engagement period and reached the conclusion that an 8-year period is the optimal period, and as mentioned above, the Company retains the possibility under certain conditions to shorten the engagement period. Taking into account all of the above, the transaction is for the benefit of the Company, constitutes a real business opportunity and the realization of a strategy that will allow for increasing the scope of the club's activity, diversifying its customers, and increasing the Company's sources of income from the club.

E. The Audit Committee determined that the proceedings it conducted while accompanying the transaction, including the appointment of independent advisors, as well as valuation and economic examinations conducted by an independent appraiser and by independent economic advisors, are within the scope of "another proceeding" in accordance with the provisions of Section 117(b1) of the Companies Law.

F. The transaction does not include a "distribution" as the term is defined in the Companies Law.

4.5.2. The following are the main reasons of the Compensation Committee and the Board of Directors for the employment terms of relatives of the controlling shareholder as stated in Section 3 above:

A. The employment terms of the relatives are under acceptable market conditions considering the scope of the role of each of them, their experience, their areas of responsibility, their seniority, and the scope of the Company's activity. Based on comparison data presented to the members of the Compensation Committee and the Board of Directors regarding the employment terms of employees who are not relatives of the controlling shareholder and who are employed in the same roles and/or in similar roles in the Company, the Compensation Committee and the Board of Directors determined that the proposed employment terms of the relatives do not deviate from the acceptable compensation in the Company.

in those similar roles.

The approval and renewal of the employment terms of the relatives do not include a distribution, as defined in the Companies Law;

C. In light of the above, the Compensation Committee and the Company's Board of Directors were of the opinion that considering the activity of each of the relatives detailed in Appendix A, their roles, their seniority and their contribution to the Company, as well as considering the employment terms of other employees in the Company who are not relatives (as defined in the Companies Law) of the controlling shareholder in the Company, who are employed in the Company in similar roles in the Company, the employment terms of each of them are reasonable and fair under the circumstances, and their approval is for the benefit of the Company;

4.6. Names of the Audit Committee members who participated in the discussions for approving the transaction as stated in Section 2 above

In the discussions held in the special committee during the years 2025-2026 to approve the transaction, Mr. Yaakov Nagel (External Director), Mr. Avi Balashnikov (Independent Director), and Mr. Yoram Dar participated, and in the meeting from May 28, 2026, Mr. Michael Tzur (External Director) was also present.

4.7. Names of the Compensation Committee members who participated in the discussions for approving the decision as stated in Section 3 above

In the discussion held in the Compensation Committee on May 18, 2026, Mr. Yaakov Nagel (External Director), Mr. Avi Balashnikov (Independent Director), and Mr. Yoram Dar participated.

4.8. Names of the directors who participated in the discussion for approving the transaction as stated in Section 2 above and the decision as stated in Section 3 above

In the discussions held in the Board of Directors on May 28, 2026, Mr. Yaakov Nagel (External Director), Mr. Michael Tzur (External Director), Mr. Avi Balashnikov (Independent Director), and Mr. Yoram Dar, Moti Berkovitz and Dalia Itzik participated. Mr. Rami Levy and Mr. Ofir Attias did not participate in the discussions and in the vote due to their personal interest as detailed in Section 4.9 below.

4.9. Names of the directors who are personally interested in the approval of the transaction as stated in Section 2 above and the decision as stated in Section 3 above, and the nature of this interest

The directors who are personally interested in the approval of the transaction are:

A. Mr. Rami Levy is a person with a personal interest as stated in Section 4.1 of the report.

B. Mr. Ofir Attias is a person with a personal interest due to being the son-in-law of Mr. and Mrs. Rami and Adina Levy, and the husband of Ms. Attias.

Special General Meeting

.3 Location and Date of the General Meeting

Notice is hereby given of the convening of a special General Meeting of the Company, which will be held on July 9, 2026, at 17:00, at the Company's offices, at 17 Tsel HaHar Street, Modi'in (hereinafter: "the General Meeting").

.4 The Majority Required for Adopting the Decisions on the General Meeting's Agenda

4.1 The majority required for adopting the decisions listed in each of Sections 1.1-1.2 of the report is an ordinary majority of all votes of the shareholders entitled to vote at the General Meeting and who voted thereat, without bringing...

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taking into account the votes of those abstaining, provided that one of the following is met:

4.1.1 In the count of the majority votes in the general meeting, a majority of the total votes of shareholders who do not have a personal interest in the approval of the decisions listed in each of sections 1.1-1.2 of the report, participating in the vote, shall be included; in the count of the total votes of the said shareholders, the votes of those abstaining shall 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.

4.1.2 The total votes of the objectors among the shareholders mentioned in section 6.1.1 of the report shall not exceed a rate of two percent (2%) of the total voting rights in the company.

4.2 A shareholder participating in the vote shall notify the company before the vote in the meeting, or if the vote is by means of a proxy card – on the proxy card, whether or not they have a personal interest in the approval of the transaction; if a shareholder did not so notify, they shall not vote and their vote shall not be counted.

Quorum

A discussion in a general meeting shall not be opened unless a quorum is present within half an hour from the time set for the start of the meeting. A quorum shall be formed when at least one shareholder is present in person or by proxy or by means of a proxy card, holding at least 25% of the voting rights in the company, within half an hour from the time set for the opening of the general meeting (hereinafter: the "Quorum"). If a quorum is not present in the general meeting at the end of half an hour from the time set for the start of the general meeting, the general meeting shall be adjourned to July 16, 2026, at 17:00 at the same place. If a quorum is not found in the adjourned meeting after half an hour from the time set for the meeting, then the adjourned meeting shall be held with any number of participants.

Eligibility to Vote

6.1 The record date for the eligibility to participate and vote in the general meeting according to section 182 of the Companies Law and regulation 3 of the Companies Regulations (Voting in Writing and Position Statements), 2005, is on June 9, 2026 (hereinafter: the "Record Date"). Every shareholder of the company on the record date, whether the shares are registered in their name or whether they hold them through a TASE member, is entitled to participate and vote in the general meeting in person or by proxy or by way of voting by proxy card.

6.2 A shareholder may appoint a proxy to vote in their stead, who does not have to be a shareholder in the company. The appointment of a representative or a proxy to participate and vote in the general meeting on behalf of the shareholder shall be in writing, signed by the shareholder or their legal proxy appointed in writing, or, where the appointor is a corporation, the document must bear the required signatures in accordance with the articles of association of that corporation. If the appointor is a corporation, an attorney's certification shall be attached to the power of attorney stating that the power of attorney was signed in accordance with the articles of association of that corporation. Voting in accordance with the terms of the power of attorney shall be legal even if before then the appointor died or was declared bankrupt or incompetent or canceled the appointment document or transferred the share in respect of which it was given or, being a corporation, a liquidator or receiver was appointed for it, unless written notice of the said change was received at the office at least one day before the general meeting, or at the place where the general meeting is convened until shortly before the opening hour of the general meeting. The appointment document of a proxy and power of attorney or other certificate (if any) or a copy certified by a notary or lawyer, shall be deposited at the company's offices up to 48

hours before the time of the general meeting.

6.3

In accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 2000, a shareholder of the company, for whose benefit a share is registered with a TASE member and that share is included among the shares registered in the shareholders' register in the name of the Nominee Company, will be able to participate in the said general meeting, in person or by proxy, only if they provide the company, before the general meeting, with an original confirmation from the TASE member with whom their right to the share is registered, regarding their ownership of the company's shares on the record date (which should be obtained from that TASE member), in accordance with the form in the schedule to the aforementioned regulations ("Confirmation of Ownership").

6.4

An unregistered shareholder is entitled to receive the confirmation 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 costs only, if they so requested. A request in this matter shall be given in advance for a specific securities account. Furthermore, an unregistered shareholder may instruct the TASE member that their confirmation of ownership be transferred to the company through the electronic voting system.

6.5

Furthermore, a shareholder may vote in the general meeting regarding the decisions on the agenda by means of a proxy card. Voting in writing shall be done using the second part of the proxy card, attached to this report.

The proxy card that can be used for voting ("Proxy Card") and the position statements as defined in section 88 of the Companies Law, to the extent provided, can be viewed on the distribution site of the Securities Authority and on the TASE website.

Every shareholder may contact the company directly and receive from it the version of the proxy card and position statements (if provided).

The 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 shareholders' register and whose shares are registered with that TASE member, unless the shareholder notified that they are not interested in this, provided that the notice was given regarding a specific securities account and at a time prior to the record date.

The proxy card and the documents that must be attached to it as detailed in the proxy card, must be provided to the company's offices (including by registered mail) together with a confirmation of ownership (and with respect to a registered shareholder - together with a photocopy of an ID card, passport or certificate of incorporation, as applicable) up to four (4) hours before the time of the general meeting's convening. For this purpose, "Delivery Date" is the date on which the proxy card and the documents attached to it arrived at the company's offices.

6.6

An unregistered shareholder is also entitled to vote for the approval of all the resolutions on the agenda by means of an electronic proxy card that will be transferred to the company in the electronic voting system operating according to Article B of Chapter G'2 of the Securities Law, 1968 (hereinafter: "Electronic Proxy Card"). Voting by means of an electronic proxy card will be possible up to six (6) hours before the time of the general meeting's convening.

6.7

The deadline for providing position statements to the company by the shareholders is up to ten (10) days before the date of the general meeting.

6.8

The amount of shares constituting 5% of the total voting rights in the company is 688,779 ordinary shares of NIS 0.01 each of the company, and the amount of shares constituting 5% of the total voting rights in the company.

that are not held by a controlling shareholder is 412,652 ordinary shares of NIS 0.01 par value each of the company.

6.9

Every shareholder wishing to participate in the vote shall notify the company, including by marking in the designated place on the proxy card and/or in the power of attorney, whether they have a personal interest in the resolutions on the agenda of the meeting, an interest in the company, a senior officer in it, an institutional investor⁴ or if not.

7. Adding an Item to the Agenda

7.1

After the publication of this report there may be changes to the agenda, including the addition of item(s) to the agenda, position statements may be published, and the updated agenda and the position statements published in the company's reports can be viewed on the distribution site.

7.2

A shareholder, one or more, who has at least one percent (1%) of the voting rights in the general meeting, may request from the board of directors up to 7 days after the summoning of the meeting to include an item on the agenda of the general meeting, provided that the item is suitable to be discussed in a general meeting.

If the board of directors found that an item requested to be included in the agenda is suitable to be discussed in the general meeting, the company shall prepare an updated agenda and an updated proxy card, as required, and publish them on the distribution site no later than 7 days after the deadline for providing the request to include an additional item on the agenda. It is clarified that the publication of the updated agenda does not change the record date as determined in the notice of summoning the general meeting.

8. Authority of the Securities Authority

In accordance with the controlling shareholders regulations, within twenty-one days from the date of filing this immediate report, the Securities Authority or an employee it has authorized (hereinafter: the "Authority") may instruct the company to provide, within the time it sets, an explanation, detail, information and documents regarding the transaction specified in this report, as well as instruct the company to correct the report in the manner and at the time it sets. If an instruction was given to correct the report as stated, the Authority may instruct the postponement of the general meeting's date as stated in the controlling shareholders regulations. The company shall file a correction according to such instruction in the manner set forth in the controlling shareholders regulations, and all unless the Authority has instructed otherwise. If an instruction was given regarding the postponement of the general meeting's convening date, the company shall notify in an immediate report of the instruction's issuance.

9. Inspection of Documents

This immediate report and the documents mentioned in it, as well as the full version of the resolutions on the agenda, can be viewed at the company's offices, at 17 Tzela HaHar Street, Modi'in, after prior coordination with Adv. Inbal Seidov-Barashi, VP and Chief Legal Counsel of the company, by phone: 02-6481843, on Sunday-Thursday, during normal working hours, until the day of the general meeting.

10. Company Representative for Handling the Report

The company's representative for handling this report is Adv. Inbal Seidov-Barashi, VP and Chief Legal Counsel of the company, phone 02-6481843, fax 02-6331274.

4 As defined in regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 2009, and a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994.

Sincerely,

Rami Levy Chain Stores Hashikma Marketing (2006) Ltd.

Signed by:

Mr. Rami Levy – CEO and Director

Encl.:

Appendix A – Terms of employment of relatives of the controlling shareholder.

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Appendix A - Terms of employment for relatives of the controlling shareholder

As of the date of the report, the Company employs relatives (as defined in the Companies Law) of Mr. Rami Levy, the controlling shareholder in the Company ("the Relatives"), who do not serve as officers in the Company, in various positions. It is proposed to approve and renew the employment conditions of the Relatives for a period of three (3) years, starting from the date of the General Meeting's approval, and to update their conditions as detailed below:

Dror Levy - His monthly salary is NIS 27,234 (gross). No change will apply to his employment conditions as stated above.
Oved Levy - His monthly salary is NIS 23,600 (gross). No change will apply to his employment conditions as stated above.
Orly Allalouf - Her monthly salary is NIS 13,473 (gross). It is proposed to increase her salary to NIS 15,500 (gross). No change will apply to her other employment conditions except for their renewal as stated above.
Carlos Allalouf - His monthly salary is NIS 19,000 (gross). It is proposed to increase his salary to NIS 25,000 (gross). No change will apply to his other employment conditions except for their renewal as stated above.
Ofra Levy Sharon - Her monthly salary is NIS 25,000 (gross). It is proposed to increase her salary to NIS 28,500 (gross). No change will apply to her other employment conditions except for their renewal as stated above.
Amnon Reuven - His monthly salary is NIS 29,678 (gross). It is proposed to increase his salary to NIS 32,000 (gross). No change will apply to his other employment conditions except for their renewal as stated above.
Nurit Reuven - Her monthly salary is NIS 9,486 (gross). It is proposed to increase her salary to NIS 14,950 (gross). No change will apply to her other employment conditions except for their renewal as stated above.
Nati Ben Siman Tov - His monthly salary is NIS 18,000 (gross). No change will apply to his employment conditions as stated above.
Sharon Avigdor — His monthly salary is NIS 15,000 (gross). It is proposed to increase his salary to NIS 17,250 (gross). No change will apply to his other employment conditions except for their renewal as stated above.

It should be noted that all Relatives are employed by the Company on a full-time basis (except for Ms. Orly Allalouf who is employed at an 86% job scope), and their salary is not linked to any index. In addition to the above, the Relatives are entitled to rights according to law. To the best of the Company's knowledge, as of this date they do not hold any of the Company's shares.

The following are details regarding the proposed employment conditions of the Relatives (in terms of employment cost):

Name	Relationship to the controlling shareholder in the Company	Employment start date	Role	Job scope	Holding rate in Company's capital	Accompanying conditions	Total employment cost in 2025 (in thousand NIS)	Estimated total employment cost in a calendar year after increase (in thousand NIS)
Dror Levy	Brother	January 2006	Jerusalem regional manager and consultant for the Haredi public sector	100%	-	Car and managers' insurance	399	399
Oved Levy	Brother	January 2015	Regional manager	100%	-	Level 3 car gross-up, mobile phone and study fund	327	327
Orly Allalouf	Sister-in-law	January 2006	Trade coordinator	86%	-	Managers' insurance and study fund	219	264
Carlos Allalouf	Brother-in-law	January 2006	Milk sector manager	100%	-	Car and managers' insurance	322	395
Ofra Levy Sharon	Sister	January 2006	Regional manager	100%	-	Car and managers' insurance	386	438
Amnon Reuven	Brother-in-law	January 2016	Senior manager in the fruit and vegetable sector	100%	-	Car, mobile phone and study fund	449	495
Nurit Reuven	Sister-in-law	October 2012	Main cashier in charge and assistant branch manager	100%	-	Car, mobile phone and study fund	143	234
Nati Ben Siman Tov	Brother-in-law	February 2019	Operations manager for bakeries and bread departments in the chain's branches	100%	-	18 vacation days, car gross-up and study fund	280	280
Sharon Avigdor	Brother-in-law	February 2015	Regional security officer and deputy chief security officer	100%	-	Social benefits according to law	220	250
Total							2,745	3,082

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AI assistant

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

7010_rns_2026-06-02_53958502-404b-4d18-b198-687de6a180c1.pdf

Rami Levy Shivuk Hashikma (2006) Ltd. ("the Company")

Subject: Summoning of a Special General Meeting

Part A - Items on the Agenda

1. Items on the Agenda of the General Meeting

Part B - Details regarding the Items on the Agenda, the Wording of the Proposed Resolutions and their Conditions

2. Approval of the Company's engagements in agreements regarding the Club Company - Description of the main item on the agenda and the proposed resolution

2.1. Background

2.2. Share Purchase Agreement (hereinafter: the "Share Purchase Agreement")

2.3. Rami Levy Club Agreement (hereinafter: the "Club Agreement")

2.4. Conditions Precedent

2.5. Taxes

2.6. Representations, Declarations and Confidentiality Obligation

2.7. Completion Date and Actions to be Performed Thereunder

2.8. Cancellation of the Transaction

2.9. Indemnity and Liability

2.10. Interim Period Undertakings

2.11. Main Terms Regarding the Operation of the Club

2.12. Transaction Approval Process, Audit Committee Activity and the Manner in which the Consideration was Determined

2. Additional details required in accordance with the Controlling Shareholders Regulations regarding the resolutions on the agenda

4.1. Names of the controlling shareholders and shareholders who have a personal interest in approving the resolutions and the nature of their personal interest

4.2. The Way the Consideration was Determined

4.3. The Required Approvals or Conditions Set for the Execution of the Decisions

Special General Meeting

.3 Location and Date of the General Meeting

.4 The Majority Required for Adopting the Decisions on the General Meeting's Agenda

7. Adding an Item to the Agenda

8. Authority of the Securities Authority

9. Inspection of Documents

10. Company Representative for Handling the Report

Appendix A - Terms of employment for relatives of the controlling shareholder

AI assistant

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

7010_rns_2026-06-02_53958502-404b-4d18-b198-687de6a180c1.pdf

Rami Levy Shivuk Hashikma (2006) Ltd. ("the Company")

Subject: Summoning of a Special General Meeting

Part A - Items on the Agenda

1. Items on the Agenda of the General Meeting

Part B - Details regarding the Items on the Agenda, the Wording of the Proposed Resolutions and their Conditions

2. Approval of the Company's engagements in agreements regarding the Club Company - Description of the main item on the agenda and the proposed resolution

2.1. Background

2.2. Share Purchase Agreement (hereinafter: the "Share Purchase Agreement")

2.3. Rami Levy Club Agreement (hereinafter: the "Club Agreement")

2.4. Conditions Precedent

2.5. Taxes

2.6. Representations, Declarations and Confidentiality Obligation

2.7. Completion Date and Actions to be Performed Thereunder

2.8. Cancellation of the Transaction

2.9. Indemnity and Liability

2.10. Interim Period Undertakings

2.11. Main Terms Regarding the Operation of the Club

2.12. Transaction Approval Process, Audit Committee Activity and the Manner in which the Consideration was Determined

2. Additional details required in accordance with the Controlling Shareholders Regulations regarding the resolutions on the agenda

4.1. Names of the controlling shareholders and shareholders who have a personal interest in approving the resolutions and the nature of their personal interest

4.2. The Way the Consideration was Determined

4.3. The Required Approvals or Conditions Set for the Execution of the Decisions

Special General Meeting

.3 Location and Date of the General Meeting

.4 The Majority Required for Adopting the Decisions on the General Meeting's Agenda

7. Adding an Item to the Agenda

8. Authority of the Securities Authority

9. Inspection of Documents

10. Company Representative for Handling the Report

Appendix A - Terms of employment for relatives of the controlling shareholder

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