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Reit 1 Ltd. — Proxy Solicitation & Information Statement 2026
Jun 7, 2026
7018_rns_2026-06-07_610fe450-d709-4629-a702-7bf61aff4c28.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")
To
The Securities Authority
www.isa.gov.il
To
The Tel-Aviv Stock Exchange Ltd.
www.tase.co.il
June 7, 2026
Subject: Immediate report in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter: "Periodic and Immediate Report Regulations") and the Companies Law, 1999 (hereinafter: "the Companies Law") regarding the summoning of a special general meeting of the Company
In accordance with the Periodic and Immediate Report Regulations, the Companies Regulations (Notice of a General Meeting and a Class Meeting in a Public Company), 2000 and the Companies Law, the Company hereby publishes an immediate report on the summoning of a special general meeting of the Company's shareholders (hereinafter: "the Meeting") to be held on Sunday, July 26, 2026, at 15:00 at the Company's offices at 6 Hanechoshet Street, Ramat Hachayal, Tel Aviv (hereinafter: "the Company's Offices").
1. Subject on the Agenda:
Re-appointment of Ms. Daganit Palti as an external director in the Company.
2. Description of the Subject on the Agenda:
Re-appointment of Ms. Daganit Palti as an external director in the Company:
2.1 On July 20, 2023, the general meeting of the Company approved the appointment of Ms. Daganit Palti as an external director in the Company for a three-year term of office, scheduled to expire on August 4, 2026.
2.2 Pursuant to Section 245(a)(2) of the Companies Law, it is proposed to approve the appointment of Ms. Palti for an additional three-year term as an external director in the Company, starting from the end date of her first term of office, i.e., from August 5, 2026, for a period of three years.
2.3 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.
2.4 The Company's Board of Directors determined that based on her experience and training, Ms. Palti possesses accounting and financial expertise in accordance with the conditions and tests set forth in the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualifications), 2005.
2.5 Prior to the summoning of the Meeting, Ms. Palti submitted to the Company a declaration regarding her competence and qualifications to perform her duties as an external director in the Company as required under Section 241(a) of the Companies Law. This declaration is attached to this immediate report as Appendix A and is available for review at the Company's offices during regular working hours and by prior coordination.
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. .
2.6 Details about Ms. Palti are included herein by way of reference to the details 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").
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2.7. Ms. Palti's terms of office will remain unchanged.
2.8. The remuneration to be paid to Ms. Palti is identical to the remuneration paid to the Company's second external director and to other directors in the Company (except for the Chairman of the Board, Mr. Dror Gad, who receives no compensation for his service) and conforms to the Company's remuneration policy. For details regarding the Company's remuneration policy, see the immediate report dated September 18, 2025 (Reference number: 2025-01-070631).
2.9. All serving directors on the Company's Board are insured under directors' and officers' liability insurance and are granted letters of exemption and indemnification (for details regarding the terms of officer liability insurance and the terms of indemnification and exemption for directors and officers, see Sections 5 and 6 in Regulation 21 of Chapter D of the Company's Periodic report for 2025 published by the Company on March 15, 2026 (Reference No.: 2026-01-022514).
Proposed Resolution Language: "To approve the re-appointment of Ms. Daganit Palti as an external director on the Company's Board of Directors, for a (second) three-year term of office, starting August 5, 2026."
3. The Majority Required to Pass the Resolution
3.1. The majority required to pass the resolution detailed in Section 2 above is an ordinary majority of all votes of the shareholders present and voting at the general meeting, provided that one of the following is met:
3.1.1. The majority of votes at the general meeting shall include a majority of all votes of the shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the appointment, except for a personal interest that does not result from ties with the controlling shareholder, participating in the vote; in the count of all votes of said shareholders, abstaining votes shall not be taken into account;
3.1.2. The total opposing votes among the shareholders mentioned in Section 3.1.1 above did not exceed a rate of two percent (2%) of all voting rights in the Company.
3.2. A shareholder participating in the vote according to Section 3.1 shall notify the Company before the vote at the meeting, or if the vote is by means of a voting paper - on the voting paper, whether they have a personal interest in the approval of the resolution or not; if a shareholder has not so notified, they shall not vote and their vote shall not be counted.
4. Record Date and Manner of Voting
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 Company hereby announces, in accordance with Section 182(c) of the Companies Law and in accordance with Regulation 3 of the Companies Regulations (Written Voting and Position Statements), 2005 (hereinafter: "Voting Regulations"), that anyone who is a shareholder in the Company at the end of the trading day on Monday, June 29, 2026 (hereinafter: "the Record Date"), shall be entitled to participate in the meeting, and to vote therein in person or by proxy, according to a letter of appointment and a power of attorney (if any) under which the letter of appointment was signed, or a copy thereof certified to the satisfaction of the Company's Board of Directors, which shall be deposited at the Company's offices no less than forty-eight (48) hours before the time set for the start of the meeting at which the person named in the letter of appointment is to vote, or by means of a voting paper attached to this immediate report (hereinafter: "the Voting Paper"), which shall reach the Company's offices up to four (4) hours before the time of the meeting assembly, subject to proof of ownership of the Company's shares in accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 2000 (hereinafter: "Proof of Ownership Regulations").
5. Quorum
5.1. No discussion shall be opened at the meeting unless a quorum is present within half an hour of the time set for its opening. A quorum shall be formed when shareholders holding together at least twenty-five percent (25%) of all voting rights are present, in person or by proxy or by means of voting papers.
she chose.
5.2. If within half an hour from the time set for the meeting a quorum is not found, the meeting shall be adjourned to the same day in the following week, i.e., Sunday, August 2, 2026, at the same time and place (hereinafter: "the Adjourned Meeting"). If at the Adjourned Meeting a quorum is not found, then the meeting shall take place with any number of participants.
6. Voting Paper
6.1. The Company's shareholders may vote on the resolution detailed in Section 2 above, by means of a voting paper, as follows.
6.2. The addresses of the distribution site of the Securities Authority and the website of The Tel-Aviv Stock Exchange Ltd. where the language of the voting papers and position statements as defined in Sections 87 and 88 of the Companies Law can be found are the distribution site of the Securities Authority (hereinafter: "the Distribution Site"): www.magna.isa.gov.il and the website of The Tel-Aviv Stock Exchange Ltd.: maya.tase.co.il.
6.3. Written voting shall be done on the second part of the voting paper as published on the Distribution Site.
6.4. A shareholder may contact the Company directly and receive from it the language of the voting paper and position statements.
6.5. A TASE Member shall send, free of charge, by email, a link to the language of the voting paper and position statements, on the Distribution Site, to every shareholder who is not registered in the shareholder 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 date prior to the Record Date.
6.6. A shareholder whose shares are registered with a TASE Member is entitled to receive the proof 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 fees only, if requested. A request in this matter shall be given in advance for a specific securities account.
6.7. The deadline for submitting position statements to the Company is up to ten (10) days before the meeting assembly date. The deadline for submitting the Board of Directors' response to position statements is up to five (5) days before the meeting assembly date.
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.
6.8. The voting paper and the documents that must be attached to it (hereinafter: "the Attached Documents"), as detailed in the voting paper, must be submitted to the Company's offices up to four (4) hours before the time of the meeting assembly. For this purpose, "submission date" is the date on which the voting paper and the Attached Documents reached the Company's offices.
7. Voting via the Electronic Voting System
7.1. A shareholder whose right is registered with a TASE Member, and that share is included among the shares registered in the shareholder register in the name of the Nominee Company (hereinafter: "Unregistered Shareholder") may vote by means of a voting paper that will be transferred to the Company in the electronic voting system, all in accordance with and subject to the conditions set forth in the Voting Regulations. The address of the electronic voting system, as defined in Section 44k1 of the Securities Law, 1968, is votes.isa.gov.il.
7.2. In accordance with and subject to the conditions set forth in the Voting Regulations and the Securities Authority's instructions in this matter, electronic voting will be possible until six (6) hours before the time of the meeting assembly (hereinafter: "the System Locking Time"). It is clarified that in accordance with the provisions of the Voting Regulations, the electronic vote will be subject to change or cancellation until the System Locking Time, and it will not be possible to change it via the system after this time.
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7.3. It should be noted that according to Section 83(d) of the Companies Law, if a shareholder voted in more than one way, their later vote shall be counted, whereas for this purpose a vote by a shareholder in person or by proxy shall be considered later than a vote via the electronic voting system.
8. Changes to the Agenda: Deadline for including a subject on the agenda by a shareholder
The deadline for submitting a request from a shareholder according to Section 66(b) of the Companies Law to include a subject on the agenda of the meeting (hereinafter: "Request for Inclusion"), is up to seven (7) days after the meeting summoning date.
It should be noted that as far as a Request for Inclusion is submitted, changes may occur in the meeting's agenda, including the addition of a subject to the agenda or the addition of a position statement, and the updated agenda and position statement can be viewed in the Company's reports on the Distribution Site. In such a case, the Company will publish an amended voting paper together with an amended summoning report no later than seven (7) days after the deadline for submitting a Request for Inclusion. It is clarified that the publication of an updated agenda as stated does not change the Record Date as set in the notice of summoning the meeting.
9. Inspection of Documents
The proposed resolution language can be inspected at the Company's offices, during regular working hours and by prior coordination with Mr. Aviram Benasuli, the Company's CFO (Tel: 03-7686700).
10. Company Representative for handling this report
The Company's representative regarding the handling of this report is Adv. Asaf Neumann, from Fischer & Co. office, 146 Menachem Begin Road, Tel Aviv; Phone: 03-6944190; Fax: 03-6944221.
Sincerely,
REIT 1 Ltd.
Signed by: Dror Gad, Chairman of the Board
Shmuel Rofeh, CEO
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
6/7/2020 | 5:58:57 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. .
Appendix A - Declaration of the External Director
Declaration of an External Director
Pursuant to the provisions of Sections 224b(a) and 241(a) of the Companies Law, 5759-1999 (the "Law"), I hereby respectfully submit this declaration.
I, the undersigned below, Ms. Dganit Palti, holding Israeli ID No. 057696551, of 12 HaPardes St., Yarkona, hereby declare that I meet all the conditions required for my appointment as an external director of Rit 1 Ltd. (the "Company"), including the conditions set forth in Sections 224a, 224b, and 240 of the Law, including the conditions detailed below:
- I am a resident of Israel.
- I am qualified to serve as an external director of the Company and am not subject to any legal restriction to do so.
- I am willing to serve as an external director of the Company.
- I am able to devote the appropriate time to the performance of the role of a director in the Company, taking into account, among other things, the special needs of the Company and its size.
- I possess the necessary skills to perform the role of a director in the Company. My skills as stated are detailed in Section 10 below.
- During the five years preceding the date of this declaration:
6.1. I have not been convicted by a judgment of an offense as stated in Sections 290 to 297, 392, 415, 418 to 420, and 422 to 428 of the Penal Law, 5737-1977, and according to Sections 52c, 52d, 53(a), and 54 of the Securities Law, 5728-1968 (hereinafter: "Securities Law");
6.2. I have not been convicted in a court outside of Israel for offenses of bribery, fraud, corporate management offenses, or offenses involving the use of inside information;
6.3. I have not been convicted by a judgment of any other offense, not listed in Sections 6.1 and 6.2 above, which a court has determined that due to its nature, severity, or circumstances, I am not fit to serve as a director in a public company.
- No enforcement measure (as defined in the Securities Law, and imposed under the Securities Law) has been imposed on me, prohibiting me from serving as a director in a public company.
- I am an adult, I have not been declared by a court as legally incompetent under the Legal Capacity and Guardianship Law, 5722-1962, and no order for the opening of proceedings has been issued against me under the Insolvency and Economic Rehabilitation Law, 5778-2018.
- I possess accounting and financial expertise in accordance with the provisions of the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Competence), 5766-2005 (hereinafter: "External Director Qualification Regulations"). That is, due to my education, experience, and skills detailed below, I possess high skill and understanding in business-accounting matters and financial statements, in a manner that allows me to understand the Company's financial statements in depth and to raise discussion regarding the presentation of financial data.
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.
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- The relevant details for the purpose of my declaration as stated in Sections 5 and 9 above are as follows:
10.1. Academic Education
BA in Accounting and Economics, Tel Aviv University.
MBA in Business Administration, Tel Aviv University.
10.2. Employment Experience (including service as a director in other companies)
Serving as an external director in the Company and in PowerGen Solar A (formerly Solgreen) Ltd.
Formerly an external director at Aura Smart Air Ltd. and an independent director at B. Gaon Holdings Ltd. I also served as Chief Financial Officer at El Al Israel Airlines Ltd., Granit Carmel Investments Ltd., and Sonol Israel Ltd.
10.3. Knowledge in Issues Detailed in the External Director Qualification Regulations
I possess knowledge in the following issues: (1) accounting issues and accounting control issues typical of the industry in which the Company operates and of companies of the Company's size and complexity; (2) the roles of the auditing accountant and the duties imposed upon them; (3) preparation of financial statements and their approval according to the Law and the Securities Law.
10.4. The source of my knowledge is by virtue of both my education and my employment experience.
- Connections with the Company, the Chairman of the Board of Directors, the General Manager, a material shareholder, or the highest-ranking senior officer in the finance field
11.1. I am not a relative of any of the above;
11.2. Neither I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, nor any entity of which I am the controlling shareholder, have any affiliation to the Company, or to any of the above, or to another entity, at the time of appointment or in the two years preceding the time of appointment;
11.3. Neither I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, nor any entity of which I am the controlling shareholder, have business or professional relationships with the Company, or with any of the above, or with another entity, even if such relationships are not ongoing, except for negligible relationships.
11.4. For the purposes of this Section 11:
"Relative" - spouse, brother or sister, parent, grandparent, descendant, or descendant of the spouse, or the spouse of any of these;
"Affiliation" - the existence of an employment relationship, the existence of business or professional relationships in general, or control, as well as serving as an officer, except for serving as a director appointed to serve as an external director in a company that is about to offer shares to the public for the first time;
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. .
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"Another Entity" - an entity whose controlling shareholder, at the time of appointment or in the two years preceding the time of appointment, is the Company or its controlling shareholder;
"Appointment Date" - the date on which the general meeting will appoint me as an external director, in accordance with the provisions of Section 239(b) of the Law.
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Aside from the remuneration to be paid to me by the Company by virtue of my role as a director therein (including reimbursement of expenses), I have not received any consideration, directly or indirectly, for my service as a director in the Company.
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My other roles or occupations do not create and are not likely to create a conflict of interest with my role as a director in the Company, and they do not impair my ability to serve as an external director in the Company.
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In the company where I serve as a director, no other director of the Company serves as an external director.
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I am not an employee of the Securities Authority or of a stock exchange in Israel.
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I am aware that this declaration will be held at the Company's registered office for inspection by any person, and will also be published by the Company at the time of calling the general meeting to be convened for my appointment. I am also aware that the submission of my tenure for the approval of the general meeting of the Company is done in reliance on this declaration.
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I hereby declare and undertake to the Company that in the event of any change regarding any of my declarations detailed above in a manner that would prevent my continued service as an external director in the Company, or if any of the conditions set forth in the Law regarding my service as an external director in the Company cease to be met, I will inform the Company of the change or the non-fulfillment of the condition immediately and without delay, such that my service as an external director shall expire upon the provision of the notice.
26.5.2026
Date
Signature
6/7/2026 | 5:58:59 PM | v1.2.5