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Reit 1 Ltd. — Proxy Solicitation & Information Statement 2026
Jun 7, 2026
7018_rns_2026-06-07_6d1364d8-825c-4bc1-b7b3-0328775a0973.pdf
Proxy Solicitation & Information Statement
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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
REIT 1 Ltd.
("the Company")
Voting Paper
In accordance with the Companies Regulations (Voting in Writing and Position Notices), 5766-2005 ("the Regulations")
Part One
- Company Name: REIT 1 Ltd.
- Type of General Meeting, its date and place of convening :
Special General Meeting. The Meeting will be held on Sunday, July 26, 2026, at 15:00 at the Company's offices located at 6 HaNechoshet Street, Ramat HaChayal, Tel-Aviv (hereinafter : "the Company's offices").
- Specification of the item on the agenda, regarding which it is possible to vote via a voting paper :
The re-appointment of Ms. Dganit Palti as an external director of the Company.
- Summary of the proposed resolution :
4.1. The re-appointment of Ms. Dganit Palti as an external director of the Company :
4.2. On July 20, 2023, the General Meeting of the Company approved the appointment of Ms. Dganit Palti as an external director of the Company for a three-year term of office, which is set to expire on August 4, 2026.
4.3. In accordance with Section 245(a)(2) of the Companies Law, it is proposed to approve the appointment of Ms. Palti for an additional three-year term of office as an external director of the Company, starting from the end of her first term of office, i.e., from August 5, 2026, for a period of three years.
4.4. Ms. Palti's terms of office will remain unchanged.
4.5. Subject to the approval of her re-appointment, Ms. Palti will be a member of the Audit Committee, the Financial Statements Review Committee and the Remuneration Committee of the Company.
4.6. Details regarding Ms. Palti are included herein by way of reference to the specification according to Regulation 26 in Chapter D of the Company's Periodic report for 2025 which was published on March 15, 2026 (Reference No.: 2026-01-022514) (hereinafter: "the Periodic report").
4.7. For additional details see Section 2 of the General Meeting invitation report, to which this voting paper is annexed.
The version of the proposed resolution:
"To approve the re-appointment of Ms. Dganit Palti as an external director on the Company's Board of Directors, for a (second) term of office of three years, starting from August 5, 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.
5. The place and hours where the full version of the proposed resolution can be reviewed:
The proposed resolution version can be reviewed on the distribution website of the Securities Authority and on the website of the Tel Aviv Stock Exchange Ltd. - as stated in Section 11 below. Additionally, the proposed resolution can be reviewed at the Company's offices during normal business hours and after prior coordination by phone: 03-7686700.
6. The majority required for the adoption of the resolution :
6.1 The majority required for the adoption of the above resolution is an ordinary majority of all the votes of the shareholders present and voting at the General Meeting, provided that one of the following is met:
6.1.1 The majority of votes at the General Meeting will include a majority of all votes of shareholders who are not controlling shareholders of the Company or have a personal interest in approving the appointment, excluding a personal interest that is not a result of their connection with the controlling shareholder, who participate in the vote; the total count of votes of said shareholders shall not include abstaining votes;
6.1.2 The total opposing votes among the shareholders mentioned in Section 6.1.1 above shall not exceed two percent (2%) of the total voting rights in the Company.
6.2 A shareholder participating in the vote will notify the Company by marking the designated place in the second part of this voting paper, whether they have a personal interest in approving the resolution or not; if a shareholder has not notified as stated, they shall not vote and their vote shall not be counted.
7. Validity of the voting paper :
The voting paper will be valid only if accompanied by an ownership confirmation (including ownership confirmation via the electronic voting system) of the unregistered shareholder, $^{1}$ or alternatively, a copy of an ID card, passport or certificate of incorporation, if the shareholder is registered in the Company's books. In accordance with the Company's Articles of Association, the Company may receive voting papers delivered to it up to four (4) hours before the start of the meeting.
8. Voting via the Internet :
Shareholders may vote regarding the resolution on the agenda as detailed above, by means of a voting paper that will be transmitted via the electronic voting system (hereinafter: "Electronic Voting Paper"). A shareholder in whose favor a share is registered with a member of the Tel Aviv Stock Exchange Ltd., is entitled to receive from the exchange member an identification number and access code as well as additional information in connection with the relevant meeting and after a secure identification process will be able to vote in the electronic voting system. The address of the electronic voting system: votes.isa.gov.il.
The Electronic Voting Paper is opened for voting at the end of the record date (i.e., at the end of the trading day on Monday, June 29, 2026) (hereinafter: "the Record Date"). Voting via the electronic voting system will close six
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 person in whose favor shares are registered with an exchange member and those shares are included among the shares registered in the register of shareholders in the name of the Nominee Company.
(6) hours before the meeting time (i.e., on Sunday, July 26, 2026, at 09:00), at which time the electronic voting system will be closed.
- Address for delivery of voting papers and position notices:
The Company's offices at 6 HaNechoshet Street, Ramat HaChayal, Tel-Aviv.
- The final date for submission of position notices to the Company:
The final date for submission of position notices to the Company is up to ten (10) days before the meeting date (i.e., until July 16, 2026). The final date for submission of the Board of Directors' response to the position notices is up to five (5) days before the meeting date (i.e., until July 21, 2026).
- Website addresses where the voting papers and position notices can be found:
Distribution website of the Securities Authority: www.magna.isa.gov.il.
The Exchange's website: maya.tase.co.il.
- Receiving ownership confirmation:
A shareholder is entitled to receive the ownership confirmation at the branch of the exchange member or by mail delivery, if requested. A request in this matter shall be given in advance for a specific securities account.
- Link to voting paper and position notices:
An unregistered shareholder is entitled to receive by email, free of charge, a link to the version of the voting paper and position notices on the distribution website from the exchange member through which they hold their shares, unless they have notified the exchange member that they do not wish to receive such a link or that they wish to receive voting papers by mail for payment; notification regarding voting papers shall also apply to the receipt of position notices.
- Review of voting papers:
One or more shareholders holding shares in a rate constituting five percent (5%) or more of the total voting rights in the Company, as well as anyone who holds such a rate out of the total voting rights that are not held by the controlling shareholder of the Company as defined in Section 268 of the Companies Law, is entitled to review the voting papers as detailed in Regulation 10 of the Regulations.
The quantity of shares constituting 5% of the total voting rights in the Company is 10,114,239 ordinary shares of the Company.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
- Changes to the agenda:
It should be noted that after the publication of the voting paper, there may be changes to the agenda, including adding an item to the agenda, position notices may be published, and the updated agenda and published position notices can be reviewed in the Company's report on the Exchange's distribution website, the address of which is detailed in Section 11 above.
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- Final date for publication of an amended voting paper:
In the event that a request is made to add an item to the agenda, the Company will provide an amended voting paper on the date of publication of the amended notice, in accordance with the provisions at the end of Regulation 4(b) of the Regulations.
- Cancellation of a voting paper:
A shareholder may, up to twenty-four (24) hours before the time of convening the General Meeting, contact the Company's registered office and after proving their identity to the satisfaction of the Company Secretary, or another employee appointed for this matter, withdraw the voting paper and their ownership confirmation or cancel their vote; having done so, the shareholder shall be entitled to vote only during the General Meeting.
A shareholder will indicate the manner of their vote regarding the items on the agenda in the second part of this voting paper.
6/7/2026 | 5:56:53 PM | v1.2.5
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 Paper - Part Two
Company Name: REIT 1 Ltd.
Company Address (for delivery and mailing of voting papers): 6 HaNechoshet, Ramat HaChayal, Tel-Aviv.
Company No.: 51-382148-8.
Meeting Date: Sunday, July 26, 2026, at 15:00.
Type of Meeting: Special.
Record Date: End of trading day on Monday, June 29, 2026.
Shareholder Details
Shareholder Name:
ID No.:
- If the shareholder does not have an Israeli identity card:
Passport No.:
Country of issue:
Valid until:
- If the shareholder is a corporation:
Corporation No.:
Country of incorporation:
Notice regarding the identity of the voter in accordance with the Israel Securities Authority's directive regarding the voting method of interested parties, senior officers and institutional bodies
Mark X in the appropriate place in the table.
| Institutional Investor² | Interested Party³ | Senior Officer⁴ | I do not belong to these entities |
|---|---|---|---|
² As defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Management Company in a General Meeting) Regulations, 2009, as well as a manager of a mutual fund as defined in the Joint Investment Trust Law, 1994.
³ As defined in Section 1 of the Securities Law, 1968 (hereinafter: the "Securities Law").
⁴ As defined in Section 37(d) of the Securities Law.
Voting Method
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.
| Subject | Voting Method5 | Are you a controlling shareholder in the company or do you have a personal interest in the approval of the appointment?6 | |||
|---|---|---|---|---|---|
| For | Against | Abstain | Yes7 | No | |
| Re-appointment of Ms. Dganit Palti as an external director in the company |
Date:
Signature:
- For shareholders holding shares through a TASE member (per Section 177(1) of the Companies Law) – this voting paper is valid only when accompanied by a confirmation of ownership.
- For shareholders registered in the company's shareholder register – the voting paper is valid when accompanied by a photocopy of the ID card/passport/certificate of incorporation.
- Below are details regarding my being a "controlling shareholder" or having a "personal interest" in the approval of the items on the agenda:
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