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Tamar Petroleum Ltd. — Proxy Solicitation & Information Statement 2026
May 25, 2026
7069_rns_2026-05-25_04ceb608-e39c-41ea-8433-d5ab5b6318fc.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. .
Tamar Petroleum Ltd
Voting Paper according to the Companies Regulations (Written Voting and Position Statements), 2005
Part One
- Company Name: Tamar Petroleum Ltd (hereinafter: "the Company").
- Type of General Meeting, Time and Place: Special Meeting.
A special general meeting will be held on Thursday, June 18, 2026, at 15:00 at the Company's offices at 11 Galgalei Haplada St., Herzliya Pituach (hereinafter: "the Meeting").
- Details of the agenda items for which voting via the voting paper is possible:
3.1 Appointment of Ms. Ronit Bachar as an external director of the Company
For details regarding the agenda item and regarding Ms. Ronit Bachar (hereinafter: "Ms. Bachar") see Section 2.1 of the Meeting summons report (hereinafter: "the Summons Report").
The statement (along with accompanying documents) of Ms. Bachar in accordance with Sections 224b and 241 of the Companies Law as well as her resume are attached as Appendix A to the Summons Report.
Proposed Resolution Text: "To appoint Ms. Ronit Bachar as an external director of the Company for a term of 3 years, starting from June 25, 2026".
3.2 Appointment of Ms. Amira Berdichev as an external director of the Company
For details regarding the agenda item and regarding Ms. Amira Berdichev (hereinafter: "Ms. Berdichev") see Section 2.2 of the Summons Report.
The statement (along with accompanying documents) of Ms. Berdichev in accordance with Sections 224b and 241 of the Companies Law as well as her resume are attached as Appendix B to the Summons Report.
Proposed Resolution Text: "To appoint Ms. Amira Berdichev as an external director of the Company for a term of 3 years, starting from June 25, 2026".
3.3 Appointment of Ms. Chava Schechter as an external director of the Company
For details regarding the agenda item and regarding Ms. Chava Schechter (hereinafter: "Ms. Schechter") see Section 2.3 of the Summons Report.
The statement (along with accompanying documents) of Ms. Chava Schechter in accordance with Sections 224b and 241 of the Companies Law as well as her resume are attached as Appendix C to the Summons Report.
Proposed Resolution Text: "To appoint Ms. Chava Schechter as an external director of the Company for a term of 3 years, starting from June 25, 2026".
3.4 Appointment of Mr. Ofer Levy as an external director 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.
For details regarding the agenda item and regarding Mr. Ofer Levy (hereinafter: "Mr. Levy") see Section 2.4 of the Summons Report.
His statement (along with accompanying documents) in accordance with Sections 224b and 241 of the Companies Law as well as his resume are attached as Appendix D to the Summons Report.
Proposed Resolution Text: "To appoint Mr. Ofer Levy as an external director of the Company for a term of 3 years, starting from June 25, 2026".
4. The place and hours where the full text of the proposed resolutions can be reviewed:
The immediate report published by the Company regarding the convening of the Meeting can be viewed on the Magna distribution site at the internet address: www.magna.isa.gov.il and on the TASE website at www.maya.tase.co.il as well as in documents related to the resolutions on the agenda at 11 Galgalei Haplada St., Herzliya Pituach during regular working hours and by prior telephone coordination with Adv. Efrat Hoze-Azrad, Legal Advisor and VP of the Company (Tel: 074-7044779), until the date of the General Meeting.
5. The majority required for adopting resolutions at the Meeting regarding the agenda items:
The majority required for adopting resolutions is a majority in accordance with Section 239(b) of the Companies Law, whereby an external director shall be appointed by the General Meeting, provided that one of the following is met:
5.1 The majority of the votes in the General Meeting shall include a majority of all the 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 ties with the controlling shareholder, who participate in the vote; in the count of all the 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.
5.2 The total opposing votes among the shareholders stated in sub-paragraph (1) did not exceed 2% of the total voting rights in the Company.
It is noted that, to the best of the Company's knowledge, as of this date there is no controlling shareholder in the Company.
Insofar as more than one candidate [m/f] to serve as an external director as stated above receives the required majority as detailed in this Section 5 above, the candidate [m/f] who wins the most votes shall be appointed to the position.
6. Indication of shareholder affiliation:
The resolutions on the Meeting agenda require disclosure regarding the voter's affiliation (or the absence of such affiliation). In the second part of the voting paper, space is allocated for marking the existence or absence of an affiliation and for describing the nature of the relevant affiliation. It is hereby clarified that a shareholder who does not mark an affiliation as stated or does not describe the nature of the affiliation, their vote shall not be included in the vote count.
Regarding the voting manner of interested parties, senior officers, and institutional entities, space is allocated in the second part of the voting paper for marking the classification of the participant in the vote.
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.
- Validity of the voting paper:
The voting paper will be valid only if the following documents are attached to it:
Unregistered shareholder¹ - confirmation of ownership as stated in Section 13 below or confirmation of ownership through the electronic voting system operating according to Part B of Chapter G'2 of the Securities Law, 1968 (hereinafter: "Electronic Voting System").
Registered shareholder² - copy of identity card, passport, or certificate of incorporation.
The deadline for providing the voting paper by a registered shareholder is up to 6 hours before the Meeting time, namely: June 18, 2026, until 09:00.
The deadline for providing the voting paper by an unregistered shareholder is up to 4 hours before the Meeting time, namely: June 18, 2026, until 11:00.
A voting paper that was not provided in accordance with this section shall be invalid.
- Voting via the Electronic Voting System:
The Electronic Voting System will lock 6 hours before the time of the Meeting. An unregistered shareholder may vote via the Electronic Voting System until the system's lock time as stated. For further details, see Section 3.4.5 of the Meeting Summons Report.
- Company address for delivery of voting papers and position statements:
11 Galgalei Haplada St., Herzliya Pituach.
- The deadline for providing position statements to the Company by shareholders:
Up to ten (10) days before the Meeting date, namely until June 8, 2026.
- The deadline for providing the Board of Directors' response to position statements:
Up to five (5) days before the Meeting date, namely until June 13, 2026.
- Websites where the voting papers and position statements are located:
The Securities Authority Distribution Site (hereinafter: "Distribution Site"): http://www.magna.isa.gov.il;
The Tel Aviv Stock Exchange Ltd website: http://maya.tase.co.il.
- Ownership confirmations
An unregistered shareholder is entitled to receive from the TASE member through which shares of the Company are held by that shareholder (hereinafter: "TASE Member") the ownership confirmation at the TASE member's branch or by mail, if requested. A request in this matter shall be given in advance for a specific securities account. Additionally, an unregistered shareholder may instruct that their ownership confirmation be transferred to the Company via the Electronic Voting System.
¹ One for whose benefit shares are registered with a TASE member and those shares are included among the shares registered in the register of shareholders in the name of a nominee company.
² A shareholder registered in the Company's books.
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.
14. Review of voting papers
An unregistered shareholder is entitled to receive via email, free of charge, a link to the text of the voting paper and position statements (if any) on the Distribution Site, from the TASE member through which they hold their shares, unless they have notified the TASE member that they do not wish to receive such a link or that they wish to receive voting papers by mail for payment; a shareholder's notice regarding voting papers will also apply to receiving position statements.
One or more shareholders holding shares in an amount constituting five percent or more of the total voting rights in the Company, as well as anyone who holds such a percentage of the total voting rights not held by the controlling shareholder of the Company as defined in Section 268 of the Companies Law (hereinafter: "controlling shareholder"), is entitled, by themselves or through a proxy on their behalf, after the convening of the Meeting at the Company's office (the address of which is stated in Section 9 above), during regular working hours, to review the voting papers and voting records via the Electronic Voting System that reached the Company, as detailed in Regulation 10 of the Companies Regulations (Written Voting and Position Statements), 2005.
The amount of shares constituting five percent (5%) of the total voting rights in the Company is: approximately 4,463,445.5 ordinary shares of 0.1 NIS par value each (hereinafter: "Ordinary Shares").
15. Changes to the Meeting agenda
After the publication date of this voting paper, there may be changes to the agenda, including the addition of an item to the agenda, and position statements may be published. Insofar as such changes are made and/or position statements are published, the updated agenda and the published position statements can be reviewed in the Company's reports on the Distribution Site.
An amended voting paper, as required following changes to the resolutions on the agenda, will be published on the Distribution Site concurrently with the publication of the changes to the said resolutions, no later than seven (7) days after the deadline for submitting the request to include an additional item on the agenda, namely: May 28, 2024. It is clarified that the publication of an updated agenda does not change the record date as determined in the notice of convening the Meeting.
A shareholder shall indicate their vote regarding the agenda items in the second part of this voting paper.
5/25/2026 13:12:53 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. .
Tamar Petroleum Ltd.
Voting paper according to the Companies Regulations (Written Voting and Position Statements), 2005-5766 (hereinafter: the "Regulations")
Part Two
Company Name: Tamar Petroleum Ltd.
Company Address (for delivery and mailing of voting papers): 11 Galgalei Haplada St., Herzliya Pituach
Company No.: 515334662
Meeting Date: Thursday, June 18, 2026, at 15:00
Type of Meeting: Special General Meeting
Record Date: May 20, 2026, at the end of the stock exchange trading day
Shareholder Details
- Name of Shareholder -
- I.D. No. -
- If the shareholder does not have an Israeli I.D. card -
- Passport No. -
- Country of Issue -
- Valid Until -
- If the shareholder is a corporation -
- Corporation No. -
- Country of Incorporation -
- Classification of Participant in the Meeting
Please indicate if you are:
☐ "Interested Party" as defined in Section 1 of the Securities Law, 1968-5728.
☐ "Institutional Investor" as defined in Regulation 1 of the Supervision of Financial Services (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 2009-5769, and also a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994-5754.
☐ "Senior Officer" as defined in Section 37(d) of the Securities Law, 1968-5728.
☐ I am none of the above.
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.
| Item on the Agenda | Voting For | Voting Against | Voting Abstain | Regarding the appointment of an external director (Section 239(b) of the Companies Law) - Are you a controlling shareholder in the company or have a personal interest in the resolution on the agenda?
Yes | Regarding the appointment of an external director (Section 239(b) of the Companies Law) - Are you a controlling shareholder in the company or have a personal interest in the resolution on the agenda?
No |
| --- | --- | --- | --- | --- | --- |
| Appointment of Ms. Ronit Bachar as an external director of the company | | | | | |
| Appointment of Ms. Amira Bardichev as an external director of the company | | | | | |
| Appointment of Ms. Hava Schechter as an external director of the company | | | | | |
| Appointment of Mr. Ofer Levy as an external director of the company | | | | | |
- Detail. A shareholder who does not fill in this column regarding items on the meeting's agenda for which voting by voting paper is possible, or who marks "Yes" and does not detail, their vote will not be counted.
For shareholders holding shares through a TASE member (under Section 177(1) of the Companies Law) - this voting paper is valid only when accompanied by a certification of ownership, except in cases where the voting is through the electronic system.
For shareholders registered in the company's shareholder register - this voting paper is valid only when accompanied by a photocopy of an I.D. card / passport / certificate of incorporation.
Details regarding controlling shareholder in the company or a personal interest in the resolution on the agenda (to the extent relevant) :
Date: ________
Signature: ________
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