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Shapir Engineering

AGM Information Nov 26, 2025

7044_rns_2025-11-26_7f53311e-966f-42c8-baff-093472b99e6d.pdf

AGM Information

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SHAPIR ENGINEERING AND INDUSTRY LTD

Immediate Report on Meeting Results

Regulation 36d of the Securities (Periodic and Immediate Reports) Regulations, 1970

Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001 Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company), 2000

Explanation: This form is used for reporting the results of all types of meetings.

Clarification: This form must be completed for each type of security for which a meeting convening announcement was published

(Form T-460).

1. Meeting Identifier: 2025-01-078561

Security Number at the Exchange providing eligibility to vote: 1133875

Security Name at the Exchange: SHAPIR ENGINEERING

In the meeting

Type: Annual Meeting

Date: 26/11/2025

The subjects and decisions discussed in the agenda:

(Explanation: The subjects must be filled out in the order of appearance in the latest Form T460 published regarding this meeting.)

No. Agenda
Number
(per T460)
Subject Details Decision Summary Meeting
Resolution
1 1 Approval of the company's compensation
policy, as detailed in section 1 of the notice
report.
Majority required for approval: Not a regular
majority
Classification per Companies Law (excluding
sections 275 and 320(w) of the Companies
Law): Approval of compensation policy per
section 267A(a) of the Companies Law
Is this a transaction with controlling
shareholder: No
Type of transaction/item for vote:
Approval of compensation policy, as
detailed in section 1 of the notice report.
Approve
2 2 Approval of new management agreements
for services by controlling shareholders
serving as directors and officers in the
company and granting indemnity and
exemption letters, as detailed in section 2 of
the notice report.
Majority required for approval: Not a regular
majority
Classification: Not an applicable field
Is this a transaction with controlling
shareholder: Yes
Type of transaction/item for vote: Terms of
office and employment of controlling
shareholder
Approval of new management agreements
for services by controlling shareholders
serving as directors and officers in the
company and granting indemnity and
exemption letters, as detailed in section 2
of the notice report.
Approve
3 3 Approval of an agreement to provide
headquarters services to the controlling
shareholders in the company, as detailed in
section 3 of the notice report.
Majority required: Not a regular majority
Classification: Not an applicable field
Is this a transaction with controlling
shareholder: Yes
Type of transaction/item for vote: Terms of
office and employment of controlling
shareholder
Approval of an agreement to provide
headquarters services to the controlling
shareholders, as detailed in section 3 of the
notice report.
Approve
4 4 Discussion of the company's financial
statements
Majority required:
Classification: Not an applicable field
Is this a transaction with controlling
shareholder: No
- For reporting
only
5 5 Reappointment of Mr. Yehuda Segev,
Chairman of the Board, as a director in the
company for an additional term.
Majority required: Regular majority
Classification: Appointment or dismissal of a
director, as per sections 59 and 230 of the
Companies Law
Is this a transaction with controlling
shareholder: No
Reappointment of Mr. Yehuda Segev as
director for an additional term
Approve
6 6 Reappointment of Mr. Harel Shapira,
controlling shareholder, as a director for an
additional term.
Reappointment of Mr. Harel Shapira as
director for an additional term
Approve
No. Agenda
Number
(per T460)
Subject Details Decision Summary Meeting
Resolution
Majority required: Regular majority
Classification: Appointment or dismissal of a
director, as per sections 59 and 230 of the
Companies Law
Is this a transaction with controlling
shareholder: No
7 7 Reappointment of Mr. Israel Shapira,
controlling shareholder, as a director for an
additional term.
Majority required: Regular majority
Classification: Appointment or dismissal of a
director, as per sections 59 and 230 of the
Companies Law
Is this a transaction with controlling
shareholder: No
Reappointment of Mr. Israel Shapira as
director for an additional term
Approve
8 8 Reappointment of Mr. Gil Shapira, controlling
shareholder, as a director for an additional
term.
Majority required: Regular majority
Classification: Appointment or dismissal of a
director, as per sections 59 and 230 of the
Companies Law
Is this a transaction with controlling
shareholder: No
Reappointment of Mr. Gil Shapira as
director for an additional term
Approve
9 9 Reappointment of Mr. Chen Shapira,
controlling shareholder, as a director for an
additional term.
Majority required: Regular majority
Classification: Appointment or dismissal of a
director, as per sections 59 and 230 of the
Companies Law
Is this a transaction with controlling
shareholder: No
Reappointment of Mr. Chen Shapira as
director for an additional term
Approve
10 10 Reappointment of Ms. Ariela Lazarovich,
independent director, as a director in the
company for an additional term.
Majority required: Regular majority
Classification: Appointment or dismissal of a
director, as per sections 59 and 230 of the
Companies Law
Is this a transaction with controlling
shareholder: No
Reappointment of Ms. Ariela Lazarovich as
director for an additional term
Approve
11 11 Approval of the reappointment of Brightman
Almagor Zohar & Co. as the company's
auditor until the end of the next annual
general meeting of the company.
Majority required: Regular majority
Classification: Not applicable
Is this a transaction with controlling
shareholder: No
Approval of the reappointment of
Brightman Almagor Zohar & Co. as the
company's auditor until the end of the next
annual general meeting
Approve

Details of votes on decisions where the required majority is not a regular majority:

1. Approval of the company's compensation policy

a. The meeting decided: Approve b. Decision type: _________

Voting:

Total voting rights: 357,733,977

Securities that participated in the vote: 342,184,916

Securities counted for voting: 342,184,916

For: 311,080,674 (90.91%) Against: 31,104,242 (9.09%)

Securities participated but not classified as having personal interest: 133,634,916

For: 102,530,674 (76.72%) Against: 31,104,242 (23.28%)

Rate of voting in favor among non-controlling/non-interested: 76.72%

Rate of votes against from total company voting rights: 8.69%

2. Approval of new management agreements by controlling shareholders

a. The meeting decided: Approve b. Decision type: Terms of office and employment of controlling shareholder

Voting:

Total voting rights: 357,733,977

Securities that participated in the vote: 342,184,916

Securities counted for voting: 342,184,916

For: 311,687,572 (91.09%) Against: 30,497,344 (8.91%)

Securities participated but not classified as having personal interest: 133,634,916

For: 103,137,572 (77.18%) Against: 30,497,344 (22.82%)

Rate of voting in favor among non-controlling/non-interested: 77.18%

Rate of votes against from total company voting rights: 8.53%

3. Approval of headquarters services agreement to controlling shareholders

a. The meeting decided: Approve b. Decision type: Terms of office and employment of controlling shareholder

Voting:

Total voting rights: 357,733,977

Securities that participated in the vote: 342,184,216

Securities counted for voting: 342,184,216

For: 341,762,053 (99.88%) Against: 422,163 (0.12%)

Securities participated but not classified as having personal interest: 133,634,216

For: 133,212,053 (99.68%) Against: 422,163 (0.32%)

Rate of voting in favor among non-controlling/non-interested: 99.68%

Rate of votes against from total company voting rights: 0.12%

(Other agenda items are presented as for reporting only or did not have a special voting requirement.)

3. List of institutional voters, stakeholders, or senior officers in the meeting:

TXT file structure available: 49\_2025-01-078561.txt

Note: For further details and assistance in preparing required reporting details, use the voting results processing tool. Responsibility for correctness and completeness as per law applies solely to the reporting corporation.

The processing tool is available for download at the ISA website.

4. This report follows the detailed report(s) below:

Report Type Publication Date Reference Number
Amendment 19/11/2025 2025-01-089166

Details of authorized signatories signing on behalf of the corporation:

No. Name of Signatory Position
1 Adv. Amir Shaked Other
Chief Legal Counsel and Corporate Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted according to these regulations must be signed by those authorized to sign on behalf of the corporation.

For further details, click here.

The company's securities are listed for trading on the Tel Aviv Stock Exchange

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.

Abbreviated Name: SHAPIR ENGINEERING Address: Bareket 12, Petach Tikva, 49170

Phone: 03-9169500 Fax: 03-9169600

Email: [email protected]

Company website: www.shapir.co.il

Previous name of reporting entity: Shapir Holdings Bareket Ltd.

Electronic signatory name: Shaked Amir

Position: Chief Legal Counsel and Corporate Secretary Employer company: Shapir Civil and Marine Engineering Ltd.

Address: Bareket 12, Petach Tikva, 4951780

Phone: 03-9169555 Fax: 03-9169600

Email: [email protected]

See Announcement to Corporations — additional information

There are no images in the original document.

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