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Tel Aviv Stock Exchange Ltd. — AGM Information 2025
Mar 4, 2025
7071_rns_2025-03-04_ddee495b-8ba8-41a2-b45b-480ad501ef6d.pdf
AGM Information
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Date: March 4, 2025
The Tel-Aviv Stock Exchange Ltd. ("the Company")
Re: Immediate Report on the Convening of an Annual General Meeting
Presented herewith is an immediate report in accordance with the Companies Law, 1999 (hereafter: "the Companies Law"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting In a Public Company and Addition of a Topic to the Agenda), 2000 (hereafter: "the Notice Regulations"), the Companies Regulations (Written Vote and Position Papers), 2005, and the Securities Regulations (Periodic and Immediate Reports), 1970 (hereafter: "the Reports Regulations"), concerning the convening of an annual general meeting of the shareholders of the Company, to be held on Thursday, April 10, 2025, at 14:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101.
1. On the agenda:
1.1 Discussion of the Company's financial statements and Board of Directors' report on the state of the Company's affairs for the year ended December 31, 2024
The Company's periodic report for 2024, including the aforesaid financial statements and Board of Directors' report (as published on March 4, 2025; reference no. 2025-01-014568) (hereafter: "the 2024 Periodic Report") is available for perusal on the distribution website of the Israel Securities Authority (MAGNA) and on the Company's website www.tase.co.il. A copy may also be obtained from the Company's Secretariat, #2 Ahuzat Bayit St., Tel Aviv, Tel: 972-76-8160420, on Sunday through Thursday from 08:00 to 15:00.
A resolution on this topic is not required.
1.2 Reappointment of an independent director - Ms. Ornit Kravitz
Wording of the proposed resolution - To reappoint Ms. Ornit Kravitz (hereafter: "Ms. Kravitz"), who serves as an independent director in the Company. Ms. Kravitz's term in office as an independent director in the Company shall be until the end of the second annual meeting (i.e., the annual general meeting that will convene after the next annual meeting; hereafter: "the Second Annual Meeting") that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles of Association (hereafter: "the Company's Articles") and subject to the provisions of section 2.4 below.
For information on Ms. Kravitz, including the terms of her office, see sections 2.1 and 2.3 below.
1.3 Reappointment of a director - Mr. Jonathan Kolodny
Wording of the proposed resolution - To reappoint Mr. Jonathan Kolodny (hereafter: "Mr. Kolodny"), who serves as a director in the Company. Mr. Kolodny's term in office shall be until the end of the second annual meeting that will be held subsequent to this meeting, in accordance with the provisions of Regulation 101 of the Company's Articles and subject to the provisions of section 2.4 below.
For information on Mr. Kolodny, including the terms of his office, see sections 2.2 and 2.3 below.
2. Additional information on Topics 1.2-1.3 on the agenda:
2.1 In accordance with the resolution of the Company's shareholders' meeting from May 4, 2023, on June 24, 2023, after receiving a notification from the Chairman of the Israel Securities Authority of his non-objection to the appointment, Ms. Kravitz's office as an independent director at TASE commenced. For information concerning Ms. Kravitz, as required under Regulation 26 of the Reports Regulations (hereafter: "Regulation 26"), see Regulation 26 in the "Additional Information" chapter of the 2024 Periodic Report. The aforesaid information that is provided in the 2024 Periodic Report is included herein by way of reference. To the best of the Company's knowledge, to the date of this report there have been no changes in the information reported for Ms. Kravitz in the 2024 Periodic Report.
Ms. Kravitz has delivered a declaration to the Company in accordance with Section 241 of the Companies Law, 1999. A copy of Ms. Kravitz's declaration is attached to this report.
2.2 In accordance with the resolution of the Company's shareholders' meeting from May 4, 2023, on June 24, 2023, after receiving a notification from the Chairman of the Securities Authority of his non-objection to the appointment, Mr. Kolodny's office as a director at TASE commenced. For information concerning Mr. Kolodny, as required under Regulation 26, see Regulation 26 in the "Additional Information" chapter of the 2024 Periodic Report. The aforesaid information that is provided in the 2024 Periodic Report is included herein by way of reference. To the best of the Company's knowledge, to the date of this report there have been no changes in the information reported for Mr. Kolodny in the 2024 Periodic Report.
Mr. Kolodny has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Mr. Kolodny's declaration is attached to this report.
- 2.3 Terms of Office of the Directors
- 2.3.1 Ms. Kravitz and Mr. Kolodny are entitled, in accordance with the Board of Directors' resolution from November 23, 2021 (hereafter: "the Remuneration Resolution") to annual remuneration and participation fees at the maximum amounts stipulated in the Companies Regulations (Rules regarding Remuneration and Expense Reimbursement of Outside Directors), 2000 (hereafter: "the Remuneration Regulations") (with no increment for an "expert director"), based on the ranking of the Company (to the date of this report, based on the Company's equity as per its most recent annual financial statements included in the 2024 Periodic Report - D rank).
It should be noted that Ms. Kravitz and Mr. Kolodny also serve as directors at The Tel-Aviv Stock Exchange Clearing House Ltd. and at the MAOF Clearing House Ltd., which are wholly-owned subsidiaries of the Company (hereafter collectively: "the TASE Clearing Houses"). In accordance with the resolutions of the organs of the TASE Clearing Houses, as set forth in the Remuneration Resolution, Ms. Kravitz and Mr. Kolodny are entitled to participation fees for meetings of the TASE Clearing Houses' Board of Directors in the maximum amount stipulated in the Remuneration Regulations (but not to an annual remuneration), whereby, for meetings of the Audit Committee and the Risk Management Committee of the TASE Clearing Houses that are held on the same day as those of the corresponding Board committees of the Company and in which similar topics are discussed, they are paid a participation fee at the rate of 30% of the aforesaid participation fees. Accordingly, should Ms. Kravitz and Mr. Kolodny also be appointed as directors at the TASE Clearing Houses, they shall be entitled to the aforesaid participation fees for their participation in meetings of the TASE Clearing Houses' Boards of Directors and their committees.
For further details, see the Company's immediate report dated November 23, 2021 (reference no. 2021-01-100537). The information that is provided in said report is included herein by way of reference.
To complete the picture, it should be noted that, on August 15, 2023, the Company allotted to Ms. Kravitz and Mr. Kolodny 62,791 warrants that are exercisable into 62,791 shares of the Company, this by virtue of an equity compensation plan for officers of the Company and in conformity with the provisions of the Company's Compensation Policy for the years 2023-2025 and the framework resolution from January 12, 2022 for the grant of equity compensation to directors. For further details, see the private placement report dated August 15, 2023 (reference no.: 2023-01-076096) and the immediate reports dated August 24, 2023 (reference nos.: 2023-01-079204 and 2023-01-079186). The information provided in the aforesaid reports is included herein by way of reference.
- 2.3.2 In addition, Ms. Kravitz and Mr. Kolodny are each entitled to receive a letter of indemnity and a letter of exemption from liability; as well as to be included in the officers' liabillity insurance policy, as shall be in effect from time to time. For details regarding the remuneration and the exemption, indemnification and insurance arrangements that are customary in the Company, see Regulation 29A in the "Additional Information on the Company" chapter that is included in the 2024 Periodic Report, and with respect to the renewal of the insurance policy that applies to the officers in the Company (including the directors), see Regulation 29A in the Description of the Company's Business that is a part of the 2024 Periodic Report of TASE, as published on March 4, 2025 (reference no.: 2025- 01-014568). The information that is provided in the 2024 Periodic Report is included herein by way of reference. It should be noted that the aforementioned terms of office of Ms. Kravitz and Mr. Kolodny are in accordance with the provisions of the Company's Officers' Compensation Policy for the years 2023-2025.
- 2.4 It is further noted that, in accordance with Section 50B16 of the Securities Law, the reappointment of each of Ms. Kravitz and Mr. Kolodny as directors in the Company is subject to the receipt of notification from the Chairman of the Israel Securities Authority that he does not object to their appointment or to no notification being received of his objection to the appointment of any of them, within 60 days of delivery of the notice thereon to the Israel Securities Authority.
3. Majority Required for Approval of the Resolutions
The majority required to pass the resolutions that are described in sections 1.2 and 1.3 is an ordinary majority of all the votes of the shareholders present at the general meeting, that are entitled to vote and that voted thereat, without taking abstentions into account.
4. Location and time of the meeting, the date of record for entitlement to vote at the meeting and other provisions for voting at the meeting
- 3.1 The meeting will convene on Thursday, April 10, 2025, at 14:00 at the offices of the Company, on #2 Ahuzat Bayit St., Tel Aviv, 11th Floor, Room 1101. If adjourned, the meeting will take place on Thursday, April 17, 2025, in the same location and at the same time. The record date for the entitlement of the shareholders to vote at the meeting, as set out in Section 182 of the Companies Law, is Tuesday, March 11, 2025 (hereafter: "the Record Date"). A shareholder may vote at the meeting in person or by a voting representative. Additionally, a shareholder may vote at the meeting with a voting ballot, as described below (hereafter: "Voting Ballot").
- 3.2 A legal quorum at the meeting will be the presence, in person or by proxy, of at least two shareholders holding at least twenty-five percent (25%) of the voting rights, within half an hour of the time scheduled for the opening of the meeting. If a legal quorum is not present at the general meeting at the end of half an hour of the time scheduled for the opening of the meeting, the meeting will be adjourned to be held at the same location, on the same day and at the same time, in the following week, with no obligation to notify the shareholders to this effect, or to a different date if such has been specified in the notice of the meeting, or to a different day, time and location, as shall be determined by the Board of Directors in a notice to the shareholders.
- 3.3 A shareholder may vote at the general meeting, in person or by proxy, or with a Voting Ballot or electronically, all in accordance with the provisions of these Articles of Association and subject to the provisions of the Companies Law.
- 3.4 The document appointing a voting proxy (hereafter: "the Letter of Appointment") and the power of attorney by virtue of which the Letter of Appointment was signed (if any), will be drawn up in writing and signed by the appointer or by the person authorized in writing to do so, as well as by a witness to the signing by the aforesaid, if so required by the Board of Directors. If the appointer is a corporation, the Letter of Appointment will be drawn up in writing and signed in a manner that binds the corporation; the Board of Directors may require that a written confirmation be delivered to the Company, to the satisfaction of the Board of Directors, of the power of the signatories to bind the corporation, as well as the delivery to the Company of additional details or documents in relation to the Letter of Appointment, as shall be determined by the Board of Directors in this regard.
- 3.5 The Letter of Appointment and the power of attorney by virtue of which the Letter of Appointment
was signed (to the extent signed) or an appropriate copy thereof, to the satisfaction of the Board of Directors, will be deposited at the office of record or at another location or locations, within or outside Israel - as shall be determined by the Board of Directors from time to time, in general or in relation to a specific matter, at least forty-eight (48) hours prior to the opening of the meeting or the adjourned meeting, as appropriate, in which the proxy intends to vote based on such Letter of Appointment. Notwithstanding the aforesaid, the chairman of the meeting may, at his discretion, accept such Letter of Appointment and power of attorney even after the aforesaid date, if he sees fit, at his discretion. If the Letter of Appointment with the power of attorney is not received, as described in this Regulation above, it shall not be valid at such meeting.
- 3.6 Voting by ballot will be executed using the second part of the Voting Ballot that is attached to the report on the convening of the meeting. The Voting Ballot and the documents that have to be attached thereto (hereafter: "the Attached Documents"), as specified in the Voting Ballot, are to be delivered to the Company's offices up to 4 hours prior to the time of convening of the meeting. For this purpose, the "time of delivery" is the time at which the Voting Ballot and the Attached Documents arrive at the Company's offices.
- 3.7 A shareholder may state in the Voting Ballot the direction of his vote for each proposed resolution included in the Voting Ballot, by marking "pro", "con" or "abstain" only, with no modification, crossing out, omission, addition or any qualification as to the wording of the proposed resolution (hereafter: "Modification"). Voting by ballot with regard to any proposed resolution that is accompanied by a change, shall be disqualified and shall not be taken into account in any manner whatsoever for the purpose of voting on the aforesaid proposed resolution. A shareholder who does not state his position on any proposed resolution will be deemed as abstaining in the vote on such proposed resolution.
- 3.8 The Voting Ballot will be signed by the shareholder, and if the shareholder is a corporation, in a manner that is binding to the corporation. The Board of Directors may require that a written confirmation be delivered to the Company, to the satisfaction of the Board of Directors, of the power of the signatories to bind the corporation, as well as the delivery to the Company of additional details or documents for the purpose of voting in writing, as shall be determined by the Board of Directors in this regard.
- 3.9 In the event of a disagreement as to whether a written vote should be accepted or disqualified, the chairman of the meeting will decide and his decision will be final and absolute.
- 3.10 A Voting Ballot that is received at the office, as stipulated above, will be deemed as presence at the meeting for purposes of the legal quorum as set out above. If a Voting Ballot is not received as stipulated above, it shall not be valid at such meeting.
- 3.11 A shareholder voting by way of a Voting Ballot that was duly received at the office, on a proposed resolution that is not voted upon at the general meeting, will be deemed as having abstained at such meeting in the vote on the holding of an adjourned meeting, and his vote by Ballot will be counted at the adjourned meeting that will be held.
- 3.12 Subject to the provisions of the Company's Articles, the Board of Directors may establish additional directives and procedures for written votes, including regarding the sending of the voting ballots, the manner of their signing and the methods for their delivery to the Company.
- 3.13 The formats of the voting ballot and the position papers, within their meaning in Section 88 of the Companies Law, are available at the websites of the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd., as follows: Distribution website of the Israel Securities Authority: http://www.magna.isa.gov.il/ (hereafter: "the Distribution Website"); Website of the Tel-Aviv Stock Exchange Ltd.: http://maya.tase.co.il/.
- 3.14 A TASE member will send by Email, at no cost, a link to the text of the Voting Ballot and the position papers on the Distribution Website, to any shareholder who is not included in the shareholders' register and whose shares are registered with that TASE member, unless the shareholder has notified the TASE member that he does not wish to receive such link or that he wishes to receive Voting Ballots by post for a mailing fee only.
- 3.15 A shareholder whose shares are registered with a TASE member is entitled to receive the certificate of title from the TASE member through whom he holds his shares, at the branch of the TASE member or by post to his address for a mailing fee only, if so requested. A request for this purpose shall be made in advance with respect to a specific securities account.
- 3.16 The final date for the submission of position papers to the Company is up to 10 days after the Record Date.
5. Adding a topic to the agenda
Following the publication of this immediate report, there may be changes to the agenda, including the addition of one or more topics to the agenda, and position papers may be published. The up-to-date agenda and position papers published can be viewed in the Company's reports on the Distribution Website.
One shareholder or more, holding shares constituting at least 1% of the voting rights at the general meeting of the Company, may request the Board of Directors, up to 7 days after the convening of the meeting, to include a topic on the agenda of the meeting, provided that the topic is suitable to be discussed at a general meeting.
Should the Board of Directors find that a topic that was requested to be included on the agenda is suitable to be discussed at the general meeting, the Company shall prepare an updated agenda and an amended Voting Ballot, should this be required, and shall publish them not later than 7 days after the last date for furnishing a request for the inclusion of an additional topic on the agenda, as referred to above. It is hereby clarified that the publication of an updated agenda by the Company (if any), will not affect the Record Date as stipulated in this immediate report.
To ensure clarity, it is hereby stated that the appointment of the Company's auditors for the period ending after the approval of the financial statements for 2025 has been approved at a general meeting on December 26, 2024, for details see the meeting convening report dated November 20, 2024 and the report on the results of the meeting dated December 26, 2024 (reference nos.: 2024-01-617374 and 2024-01-627656, respectively). The information presented in the aforesaid reports is included herein by way of reference.
6. Information on the representatives of the Company for matters pertaining to this report
Adv. Livnat Ein-Shay Wilder, #2 Ahuzat Bayit St., Tel Aviv, tel: 972-76-8160571, fax: 972-76-8160331.
7. Perusal of documents
This immediate report, including its appendices and documents mentioned therein, is available for perusal at the offices of the Company at #2 Ahuzat Bayit St., Tel Aviv, during customary office hours, this until the date of the meeting.
Yours sincerely, Livnat Ein-Shay Wilder, Adv., Legal Counsel and Company Secretary The Tel-Aviv Stock Exchange Ltd.
The Tel-Aviv Stock Exchange Ltd. ("the Company")
Voting Ballot in accordance with the Companies Regulations (Voting Ballots and Position Papers), 2005 ("the Regulations")
Part One
- Company name: The Tel-Aviv Stock Exchange Ltd.
2. Type of general meeting and the time and location of its convening:
Annual general meeting, on Thursday, April 10, 2025 at 14:00, at the offices of the Company on #2 Ahuzat Bayit St., Tel Aviv,
11th Floor, Room 1101. If a legal quorum is not present half an hour after the time set for the opening of the meeting, the meeting shall be adjourned to Thursday, April 17, 2025, at the same place and at the same time.
3. List of topics on the agenda that may be voted upon by the voting ballot:
3.1 Reappointment of an independent director - Ms. Ornit Kravitz
Wording of the proposed resolution - To reappoint Ms. Ornit Kravitz (hereafter: "Ms. Kravitz"), who serves as an independent director in the Company. Ms. Kravitz's term in office as an independent director in the Company shall be until the end of the second annual meeting (i.e., the annual general meeting that will convene after the next annual meeting; hereafter: "the Second Annual Meeting") that would be held subsequent to this meeting, in accordance with the provisions of Article 101 of the Company's Articles of Association (hereafter: "the Company's Articles") and subject to the provisions of section 4.3 below.
3.2 Reappointment of a director - Mr. Jonathan Kolodny
Wording of the proposed resolution - To reappoint Mr. Jonathan Kolodny (hereafter: "Mr. Kolodny"), who serves as a director in the Company. Mr. Kolodny's term in office shall be until the end of the second annual meeting that will be held subsequent to this meeting, in accordance with the provisions of Regulation 101 of the Company's Articles and subject to the provisions of section 4.3 below.
4. Summary of relevant facts for topics 3.1-3.2 above
4.1 For information concerning Ms. Kravitz, as required under Regulation 26 of the Reports Regulations (hereafter: "Regulation 26"), see Regulation 26 in the "Additional Information" chapter of the 2024 Periodic Report. The aforesaid information, which is included in the Company's Periodic Report for 2024 (as published on March 4, 2025; reference no.: 2025-01- 014568) (hereafter: "the 2024 Periodic Report"), is included herein by way of reference. To the best of the Company's knowledge, to the date of this report there have been no changes in the information reported for Ms. Kravitz in the 2024 Periodic Report.
Ms. Kravitz has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Ms. Kravitz's declaration is attached to this report.
4.2 For information concerning Mr. Kolodny, as required under Regulation 26 , see Regulation 26 in the "Additional Information" chapter of the 2024 Periodic Report. The information that is provided in the 2024 Periodic Report is included herein by way of reference. To the best of the Company's knowledge, to the date of this report there have been no changes in the information reported for Mr. Kolodny in the 2024 Periodic Report.
Mr. Kolodny has delivered a declaration to the Company in accordance with Section 241 of the Companies Law. A copy of Mr. Kolodny's declaration is attached to this report.
4.3 Terms of Office of the Directors
Ms. Kravitz and Mr. Kolodny are entitled, in accordance with the Board of Directors' resolution from November 23, 2021 (hereafter: "the Remuneration Resolution") to annual remuneration and participation fees at the maximum amounts stipulated in the Companies Regulations (Rules regarding Remuneration and Expense Reimbursement of Outside Directors), 2000 (hereafter: "the Remuneration Regulations") (with no increment for an "expert director"), based on the ranking of the Company (to the date of this report, based on the Company's equity as per its most recent annual financial statements included in the 2024 Periodic Report - D rank).
It should be noted that Ms. Kravitz and Mr. Kolodny also serve as directors at The Tel-Aviv Stock Exchange Clearing House Ltd. and at the MAOF Clearing House Ltd., which are wholly-owned subsidiaries of the Company (hereafter collectively: "the TASE Clearing Houses"), and in accordance with the resolutions of the organs of the TASE Clearing Houses, as set forth in the Remuneration Resolution, Ms. Kravitz and Mr. Kolodny are entitled to participation fees for meetings of the TASE Clearing Houses' Board of Directors in the maximum amount stipulated in the Remuneration Regulations (but not to an annual remuneration), whereby, for meetings of the Audit Committee and the Risk Management Committee of the TASE Clearing Houses that are held on the same day as those of the corresponding Board committees of the Company and in which similar topics are discussed, they are paid a participation fee at the rate of 30% of the aforesaid participation fees. Accordingly, should Ms. Kravitz and Mr. Kolodny also be appointed as directors at the TASE Clearing Houses, they shall be entitled to the aforesaid participation fees for their participation in meetings of the TASE Clearing Houses' Boards of Directors and their committees.
For further details, see the Company's immediate report dated November 23, 2021 (reference no. 2021-01-100537). The information that is provided in said report is included herein by way of reference.
To complete the picture, it should be noted that, on August 15, 2023, the Company allotted to Ms. Kravitz and Mr. Kolodny 62,791 warrants that are exercisable into 62,791 shares of the Company, this by virtue of an equity compensation plan for officers of the Company and in conformity with the provisions of the Company's Compensation Policy for the years 2023-2025 and the framework resolution from January 12, 2022 for the grant of equity compensation to directors. For further details, see the private placement report dated August 15, 2023 (reference no.: 2023- 01-076096) and the immediate reports dated August 24, 2023 (reference nos.: 2023-01-079204 and 2023-01-079186). The information provided in the aforesaid reports is included herein by way of reference.
In addition, Ms. Kravitz and Mr. Kolodny are each entitled to receive a letter of indemnity and a letter of exemption from liability; as well as to be included in the officers' liabillity insurance policy, as shall be in effect from time to time. For details regarding the remuneration and the exemption, indemnification and insurance arrangements that are customary in the Company, see Regulation 29A in the "Additional Information on the Company" chapter that is included in the 2024 Periodic Report, and with respect to the renewal of the insurance policy that applies to the officers in the Company (including the directors), see Regulation 29A in the Description of the Company's Business that is a part of the 2024 Periodic Report of TASE, as published on March 4, 2025 (reference no.: 2025-01014568). The information that is provided in the 2024 Periodic Report is included herein by way of reference. It should be noted that the aforementioned terms of office of Ms. Kravitz and Mr. Kolodny are in accordance with the provisions of the Company's Officers' Compensation Policy for the years 2023-2025.
It is further noted that, in accordance with Section 50B16 of the Securities Law, the reappointment of each of Ms. Kravitz and Mr. Kolodny as directors in the Company is subject to the receipt of notification from the Chairman of the Israel Securities Authority that he does not object to their appointment or to no notification being received of his objection to the appointment of any of them, within 60 days of delivery of the notice thereon to the Israel Securities Authority.
It should be emphasized that a separate vote will be held for each of the nominated directors.
5. Time and place for perusal of the complete text of the proposed resolutions:
The complete text of the proposed resolutions is available for perusal at the offices of the Company at #2 Ahuzat Bayit St., Tel Aviv, Tel: 972-76-8160571, during customary office hours, this until the date of the meeting.
6. The majority required to pass the resolution that is on the agenda:
The majority required to pass the resolutions that are set forth in sections 3.1 and 3.2 above, is an ordinary majority of all the votes of the shareholders present at the meeting, that are entitled to vote and that voted thereat, without taking abstentions into account:
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- A voting ballot of an unregistered shareholder (i.e. a person that shares are registered on his behalf with a TASE member and such shares are included in the Shareholders' Register in the name of a Nominee Company) ("an Unregistered Shareholder"), shall only be valid if accompanied by a certificate of title or if a certificate of title has been delivered to the Company via the electronic voting system.
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- A shareholder may indicate the manner of voting in relation to each proposed resolution that is included on the voting ballot, by means of marking the "for", "against" or "abstain" column alone, and without any modification, crossing out, omission, addition or any qualification with regard to the wording of the proposed resolution. Voting by ballot with regard to any proposed resolution that is accompanied by a modification, shall be disqualified and shall not be taken into account in any manner whatsoever for the purpose of voting on the aforesaid proposed resolution. A shareholder who does not state his position on any proposed resolution will be deemed as abstaining in the vote on such proposed resolution.
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- A voting ballot shall be valid for a shareholder pursuant to Section 177(2) of the Companies Law (i.e. a person registered as a shareholder in the Shareholders' Register), only if it is accompanied by a photocopy of an ID certificate, passport or certificate of incorporation.
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- The voting ballot and the documents that have to be attached thereto (hereafter: "the Attached Documents"), as specified in the voting ballot, should be delivered to the Company's offices up to 4 hours prior to the time of convening of the meeting. For this purpose, the "time of delivery" is the time at which the voting ballot and the Attached Documents arrive at the Company's offices.
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- An Unregistered Shareholder may also vote by way of an electronic voting ballot that would be transmitted to the Company via the electronic voting system ("the Electronic Voting System") up to 6 hours prior to the time of the meeting.
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- The address of the Company for the delivery of the voting ballots and the position papers: Company Secretariat, at the offices of the Company on #2 Ahuzat Bayit St., Tel Aviv.
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- Final date for the submission of position papers to the Company: up to 10 days prior to the date of the meeting.
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- Final date for the issue of the Board of Directors' response to the position papers: up to 5 days prior to the date of the meeting.
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- The distribution addresses of the websites of the Israel Securities Authority and the Tel-Aviv Stock Exchange Ltd. where the text of the voting ballot and the position papers can be found:
Distribution website of the Israel Securities Authority: http://www.magna.isa.gov.il
Website of the Tel-Aviv Stock Exchange Ltd.: http://maya.tase.co.il/
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- A shareholder whose shares are registered with a TASE member is entitled to receive the certificate of title from the TASE at the branch of the TASE member or by mail, if so requested. A request for this purpose shall be made in advance with respect to a specific securities account. An Unregistered Shareholder may give instructions for the transmission of his certificate of title to the Company via the Electronic Voting System.
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- An Unregistered Shareholder may receive by Email, at no cost, a link to the text of the voting ballot and the position papers on the distribution website, from the TASE member through which he holds his shares, unless he has notified the TASE member that he does not wish to receive such link or that he wishes to receive voting ballots by post for a fee; a notice concerning voting ballots shall also apply to position papers.
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- One shareholder or more, holding shares constituting five percent or more of the total voting rights in the Company, as well as anyone holding such percentage of the total voting rights that are not held by the controlling shareholder in the Company, as defined in Section 268 of the Companies Law, may peruse the voting ballots and the voting records transmitted to the Company via the Electronic Voting System, as set out in Regulation 10 of the Regulations.
Number of shares representing 5% of total voting rights in the Company: 4,562,043 ordinary shares of NIS 1 par value each.
Number of shares representing 5% of total voting rights in the Company not held by the controlling shareholder: 4,562,043 ordinary shares of NIS 1 par value each.
- Adding a topic to the agenda
Following the publication of this voting ballot, there may be changes to the agenda, including the addition of a topic to the agenda, and position papers may be published. The up-to-date agenda and position papers published can be viewed in the Company's reports on the distribution website.
One shareholder or more, holding shares constituting at least 1% of the voting rights at the special meeting of the Company, may request the Board of Directors, up to 7 days after calling the meeting, to include a topic on the agenda of the meeting, provided that the topic is suitable to be discussed at the special meeting.
Should the Board of Directors find that a topic that was requested to be included on the agenda is suitable to be discussed at the special meeting, the Company shall prepare an updated agenda and an amended voting ballot, should this be required, and shall publish them not later than 7 days after the last date for furnishing a request for the inclusion of an additional topic on the agenda, as referred to above.
A shareholder will indicate his manner of voting in relation to the topics that are on the agenda by means of the form that is the second part of this voting ballot, and if the shareholder is voting by virtue of a power of attorney (i.e. by representative), the aforesaid information shall be provided for both the issuer and the recipient of the power of attorney.
Voting Ballot - Part Two
Company name: The Tel-Aviv Stock Exchange Ltd.
The address of the Company (for the delivery and mailing of the voting ballots): The offices of the Company on #2 Ahuzat Bayit St., Tel Aviv, to the care of Adv. Livnat Ein-Shay Wilder, EVP, Chief Legal Counsel and Company Secretary.
Company no.: 52-002003-3
Time of the meeting: Thursday, April 10, 2025, at 14:00.
Type of meeting: Annual general meeting.
Record date: Tuesday, March 11, 2025.
(Up to here to be filled by the Company)
Details of the shareholder
Name of shareholder (Hebrew/English) -
I.D. no. - ____________________________________________
__________________________________________________
If the shareholder does not hold an Israeli I.D. -
Passport no. - ___________________________________________
Country of issuance - _______________________________________
Expiration date - ___________________________________________
If the shareholder is a corporation -
Corporation no. - ___________________________________________
Country of incorporation - _____________________________________
Manner of Voting
| No. of topic on the agenda - | Manner of Voting1 | ||
|---|---|---|---|
| For | Against | Abstain | |
| 3.1 Reappointment of an independent director - Ms. Ornit Kravitz |
|||
| 3.2 Reappointment of a director - Mr. Jonathan Kolodny |
Date: ______________Signature: ______________
For shareholders holding shares through a TASE member (under Section 177(1)) - this voting ballot is valid only when
accompanied by a certificate of title, unless voting is effected by means of the electronic voting system.
For shareholders who are registered in the Company's Shareholders' Register - the voting ballot is valid when accompanied by a photocopy of an I.D. certificate/passport/certificate of incorporation.
1 Non-marking will be deemed as abstaining on such topic.
Declaration by a Candidate for the Office of Director, Other than an Independent Director1
In accordance with Sections 224A and 224B of the Companies Law, 1999 ("the Companies Law")
I, the undersigned, Jonathan Kolodny, bearer of I.D. 318135316, hereby declare, in writing, as follows:
The terms in this declaration shall have the meaning that appears beside them:
"The Company" - The Tel-Aviv Stock Exchange Ltd.
"Director" - a director, within its meaning in the Companies Law.
-
- I hereby confirm and declare that I have the necessary qualifications and ability to devote the time required in order to perform the duties of a director of the Company, bearing in mind, among other things, its special needs and its size. Having acknowledged the aforesaid, listed below are my qualifications, as above:
- 1.1 Education:
BA Computer Science, Harvard University;
PhD in Cognitive Neuroscience, Cambridge University.
1.2 Professional experience (including service as a director):
2018 - to date: General Partner at Ion Crossover Partners, investments;
2021 - to date: Chairman of Tzohar Kashrut, religious services, Ministry of Religious Affairs;
2023 - to date: Lecturing at Reichman University;
Other entities in which I serve as a director: The Tel-Aviv Stock Exchange Clearing House Ltd. (including the Risk Management Committee), the MAOF Clearing House Ltd. (including the Risk Management Committee), Cortica Ltd., Partner Communications Ltd., Bluevine Capital, Resident Home, Delta Galil Industries Ltd., Keter Plastic Ltd., Keter Home and Garden Products Ltd., and the Leket Society, a food rescue organization.
1 The format of this declaration will be attached to the immediate report on an appointment/ the convening of a general meeting.
-
- Presented below are documents and certificates pertaining to my education, experience and qualifications, in support of my declaration above.
-
- I hereby confirm and declare that the Administrative Enforcement Committee has not imposed sanctions on me that forbid me from serving as a director of a public company.
"Sanctions" - sanctions as referred to in Section 52NF of the Securities Law, 1968, which were imposed under Chapter 8D of the Securities Law, under Chapter 7B of the Regulation of Investment Counselling, Investment Management and Investment Portfolio Management Law, 1995, or under Chapter Ten "A" of the Joint Trust Investments Law, 1994, as the case may be;
"Administrative enforcement committee" - the committee appointed under Section 52LB(a) of the Securities Law, 1968.
-
- I hereby confirm and declare that I have not been convicted by a first-instance judgment of any of the offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law, 1968; I have not been convicted in a court abroad of an offense of bribery, deceit, offenses of directors in a corporation or utilization of inside information. I have not been convicted by a first-instance judgment of an offense that the court has ruled that due to its nature, its seriousness or its circumstances, I am not fit to serve as a director of a public company (and for the duration determined by the court). Additionally, I am not a minor, legally incompetent, or declared bankrupt. I am not an employee of the Company and I am not employed by anyone employed by the Company or by a related company of the Company.
-
- I meet the qualifying terms for a director of the Company, as specified in this declaration above, and I undertake to inform the Company in the event that any of the terms set out in this declaration above is no longer met or if cause arises for the expiration of my office as a director in the Company, immediately upon becoming aware thereof.
Signed by me to attest the above:
25/2/2025
Date Signature

to ra PRESIDENT


гэшийн тогрээрд хэринэлэгүүэл 'sn of рэднишог күнр Хүлогүүнэ үр 'дөглэгүй ту "Чутог-Кэргээринүү ээлүү эцээрэгүүлэгээр 100 риюлтэйн рию рэлринц uəssəsini puol o məx əyi ui əunli o vop yuxarıs siya və hissəsinin 1 ədə fo pub ARRARRARD UNIVERSIT SAT FACE FIELE FIELD MASC A CHILARING ON THE OCCUPANIE ALL CONSULERIES COLLECTION CONSULERIES CONSULERIES CONSULERS AND no berrelaos aved sessarios bar stan 10 yeluse 2017 10 noisbasmmoosa an элэгч эги нэгж эхэноЭ ртгүльн тогтойгч тогтойгээтч ЭН and same staar and so bread add bassasses on basis and sali AMARTAAN WARRAMO[ ວັນອາວຣາລາຕຕ່າງດ້ານທ່ານທ່ານທາງ ແຫວ ແຫວ ແຫວ ແຫວ ແຫຼ the degree of Bachelor of Arts The more and the company of up boy they DEAN OF THE COLLEGE RODIO X NO
rear there
AAASACHUSETTS
00 10
CO-MASTER OF LOWELL HOUSE 27

UNIVERSITY OF CAMBRIDGE

I hereby certify that
Jonathan Avram Kolodny
of Trinity College
in the University of Cambridge was at a full
Congregation holden in the Senate House on 7 th May, 1994, admitted to the Degree of DOCTOR OF PHILOSOPHY
Witness my hand this ninth day of November
one thousand nine hundred and ninety four
Differ -
Registrary of the University


Declaration by a Candidate for the Office of Independent Director1
[in a company without a controlling shareholder and without a control block] In accordance with Sections 224A, 224B and 249B of the Companies Law, 1999 ("the Companies Law")
I, the undersigned, Ornit Kravitz, bearer of I.D. 032231078, hereby declare, in writing, as follows:
-
- The terms in this declaration shall have the meaning that appears beside them:
- "Affinity" - an employment relationship, business or professional ties in general or control, as well as service as an officer, other than service as a director appointed to serve as an outside director of a company about to offer shares to the public for the first time.
"The Securities Law" - The Securities Law, 1968.
- "Another corporation"- a corporation, in which the controlling shareholder, on the date of appointment or in the two years preceding it, is the Company or a controlling shareholder therein;
- "Control" - the ability to direct the activity of a corporation, excluding an ability deriving merely from holding an office of director or another office in such a corporation, while a person shall be presumed to control a corporation if he holds half or more of a certain type of means of control in a corporation;
"Means of control" - any of the following:
- (1) voting right at the general meeting of a company or at a corresponding body of another corporation;
- (2) the right to appoint a director of a company or its general manager;
- "Holding" and "acquisition" - as regarding securities or voting interest etc. whether alone or with others, directly or indirectly, through a trustee, a trust company, a nominee company, or otherwise; with respect to holding or acquisition by a company - it will also imply by its subsidiary or a related company thereof, and with respect to holding or acquisition by an individual – the
1 The format of this declaration will be attached to the immediate report on the convening of a general meeting.
individual and his relatives living with him, or whose livelihood depends on each other, are deemed one person;
- "Holding or acquisition of securities jointly with others" - the holding or acquisition of securities in cooperation between two or more persons under an agreement, whether written or verbal; without derogating from the generality of the aforesaid, the following shall prima facie be deemed to be holding or acquiring securities jointly -
- (1) a corporation that holds or acquires securities (in this definition - corporation) together with an interested party therein or with a related company thereof;
- (2) a person whose business is the holding or trading of securities on behalf of others, together with his customer or with his relative who does not live with him, the livelihood of the one not depending on the other, for whom he holds and manages securities under a power of attorney granting him discretion with respect to the use of the voting power;
- "Relative" - significant other, sibling, parent, parent of a parent, offspring, as well as an offspring, sibling or parent of the significant other or the significant other of any of the aforesaid.
- "Material Shareholder" the holder of five percent or more of the issued share capital of the Company or the voting rights therein.
-
- I am an Israeli resident.
-
- I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder do not have and did not have in the two years that preceded the date on which I am to be appointed as a director, an affinity to the Company, to any person who on the appointment date is the Chairman of the Board of Directors, the CEO, a material shareholder or the highest ranking financial officer, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(A) of the Companies Regulations (Matters that Do Not Constitute Affinity), 2006
(hereafter: "the Affinity Regulations")2 .
-
- Since the date of my initial appointment as a director, I, and/or my relatives and/or my business partners and/or my employer and/or anyone to whom I am directly or indirectly answerable and/or a corporation in which I am the controlling shareholder did not have business or professional ties with the Company, with the Chairman of the Board of Directors, the CEO a material shareholder or the highest ranking financial officer, even if the aforesaid ties are not in general, except for insignificant ties that do not constitute affinity, in accordance with the terms prescribed in this regard in Regulation 5(B) of the Affinity Regulations3 .
-
- Since the date of my initial appointment as a director I have not received, in addition to the compensation and reimbursement of expenses to which I am entitled, any direct or indirect consideration for my service as a director in the Company.
-
- My positions and/or other occupations do not create and are not likely to create, a conflict of interests with my duties as a director in the Company and they do not impair my ability to serve as a director in the Company.
-
- To the best of my knowledge, none of the Company's directors serve as outside directors in companies in which I am a director.
-
- I am not an employee of the Israel Securities Authority or an employee of a stock exchange in Israel.
-
- I am not a TASE member or a controlling shareholder of a TASE member.
-
- I am not an interested party by virtue of a shareholding in a corporation whose securities are listed on TASE.
-
- I am not an interested party in TASE or in a TASE member.
-
- I am not a relative of a TASE member, of an officer of TASE or of a TASE member, of a controlling shareholder of TASE or of a TASE member or of a person who provides services for remuneration, on a regular basis, to one of the above.
2 Regulation 5(A) of the Affinity Regulations determines that the existence of business or professional ties, will not constitute affinity if all the following are met: (1) the ties are insignificant both from the candidate's point of view and the company's point of view; (2) the ties began prior to the date of appointment; (3) the audit committee approved prior to the appointment, based on facts which were presented thereto, that the condition provided in paragraph (1) was met; (4) the existence of such business or professional ties and the approval of the audit committee were presented to the general meeting prior to the approval of the appointment.
3 Regulation 5(B) of the Affinity Regulations determines that the existence of business or professional ties, that commenced after the director was appointed, will not constitute affinity if all the following are met: (1) the ties are insignificant both from the director's point of view and the company's point of view; (2) the director has declared that he/she had no knowledge of and could not have reasonably been aware of the creation of the ties or the intention to create them, and that he/she has no control over their existence or termination; (3) the audit committee approved, based on facts which were presented thereto, that the condition provided in paragraph (1) was met.
-
- I do not have an affinity with a TASE member, with an officer of a TASE member, with a corporation controlled by a TASE member or with a controlling shareholder of a TASE member and I do not provide services for remuneration, on a regular basis, to one of the above.
-
- I hereby declare that I meet the qualifying terms stipulated in Section 240(B) through (F) of the Companies Law and in Section 50B5 of the Securities Law, as set forth in this declaration above.
-
- I have the necessary qualifications and ability to devote the time required in order to perform my duties as a director of the Company, bearing in mind, among other things, its special needs and its size.
Considering the aforesaid, below are details of my qualifications, including my education, experience and knowledge (if necessary, include reference to all or part of the documents that are attached in response to section 16 below):
15.1. Education:
LLB and LLM (Tel Aviv University), M.B.A. (Interdisciplinary Center Herzliya), PhD on the public's confidence in the judicial system (Tel Aviv University).
15.2. Professional experience (including service as a director):
To date: Director of Investments in Hotel Properties at OKR Investment (an Israeli company), OKR Properties (a Greek company); 2017-2021: Partner in Moor Investment, an investment fund; 2017-2021: Banking and Investments Partner: Gues Partners. Other companies in which I serve as a director: The Tel-Aviv Stock Exchange Clearing House Ltd. (including the Audit Committee and the Risk Management Committee), the MAOF Clearing House Ltd. (including the Audit Committee and the Risk Management Committee), and Mega Or Ltd.
-
- Presented below are documents and certificates pertaining to my education, experience and qualifications, in support of my declaration above.
-
- I hereby confirm and declare that the Administrative Enforcement Committee has not imposed sanctions on me that forbid me from serving as a director of a public company.
"Sanctions" - sanctions as referred to in Section 52NF of the Securities Law, 5728- 1968, which were imposed under Chapter 8D of the Securities Law, under Chapter 7B of the Regulation of Investment Counselling, Investment Management and Investment Portfolio Management Law, 1995, or under Chapter 10A of the Joint Trust Investments Law, 1994, as the case may be;
"Administrative enforcement committee" - the committee appointed under Section 52LB(a) of the Securities Law, 1968.
-
- I hereby confirm and declare that I have not been convicted by a first-instance judgment of any of the offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law, 1968. I have not been convicted in a court abroad of an offense of bribery, deceit, offenses of directors in a corporation or utilization of inside information. I have not been convicted by a first-instance judgment of an offense that the court has ruled that due to its nature, its seriousness or its circumstances, I am not fit to serve as a director of a public company (and for the duration determined by the court). Additionally, I am not a minor, legally incompetent, or declared bankrupt.
-
- I hereby undertake to inform the Company in the event that any of the terms set out in this declaration above is no longer met or if cause arises for the expiration of my office, immediately upon becoming aware thereof.
Signed by me to attest the above:
25/2/2025
Date Signature

הפקולטה למדעי החברה ע״ש גרשון גורדון החוג לתקשורת
הנני מאשרת כי
אורנית קרביץ
קיבלה פרס לימודים ע״ש גרשום קומרוב על הישגים ראויים להערכה בחוג לתקשורת בשנת הלימודים תשס״ט
(13-5)
ד״ר ערית גוטמן ראש החוג
יט׳ בסיון תש״ע 1 ביוני 2010

מאי, 2008
לכל מאן דבעי,
אישור זכאות לתואר
הריני לאשר בזאת כי גבי קרביץ אורנית ת.ז 32231078 זכאית לתואר MBA – תואר שני במנהל עסקים ולתעודת התמחות בשיווק, זאת לאחר שסיימה את לימודיה בהצטיינות ועמדה בבחינות ובדרישות האקדמיות.
הלימודים החלו בנובמבר 2006 והסתיימו במרץ 2008.
ממוצע תואר : 92.04
תאריך הזכאות לתואר : אפריל 2008
התואר יוענק לה בטקס הענקת התארים הקרוב ( 29/05/08 ).
בכבוד רב,
מנהל תקיים ה- MBA ה- ביייס אריייס
ביייס אריינסטרריטעריעס
שטעמונים מתוך מתאיים
שישורים מתאימונים מתאירים
ראש מנהל תכנית ה-MBA
המרכז הבינותחומי הרצליה ו בית ספר אריסון למנהל עסקים ו תכנית ה-MBA .
00 840777 [email protected] ו טל : 16 הרצליה 18 מנה לפני 1 בית שפר אריסון למנה 18 שלו 2013 [email protected] ו 09 9602707
המרכז הבינתחומי הרצליה
וזאת לתעודה
ג אורנית קרביץ
יר
ת.ז. 32231078
השלימה במסגרת לימודי מוסמך במנהל עסקים MBA התמחות
בשיווק
ועמדה בכל התנאים הנדרשים לשם קבלת תעודה זו
אייר התשס״ח מאי, 2008
W') 21 ד״ר טליה רימון
סגנית דיקן בית ספר אריסון למנהל עסקים וראש התמחות שיווק

פרופ' אלעזר ברקוביץ דיקן בית ספר אריסון למנהל עסקים וראש תכנית ה- MBA

לי בכסלו תשסייז 20 בדצמבר 2006
אישור
הנני לאשר בזה כי גבי אורנית קרביץ ת.ז. 032231078 סיימה את חוק לימודיה בפקולטה למשפטים, וזכאית לתואר "מוסמך במשפטים" (LL.M., של אוניברסיטת תל-אביב, מחודש נובמבר 2006.
זמן התקן בלימודי התואר השני בפקולטה למשפטים הוא שנתיים (ארבעה סמסטרים).

הפקולטה למשפטים נקראת על שמם של אליעזר וחיה־שרה בוכמן ז״ל, הורי יוסף בוכמן The Faculty of Law is dedicated to the memory of Eliezer and Haya Sara Buchmann, parents of Joseph Buchmann קרית האוניברסיטה, רמת־אביב, תל־אביב 69978. טל' 64086482, 03-6406427 03-6406427 UNIVERSITY CAMPUS, RAMAT AVIV, TEL AVIV 69978, ISRAEL. TEL. 972-3-6406482, 6408645, FAX. 972-3-6406427

רקטור האוניברסיטה ודקאן הפקולטה למשפטים ע״ש בוכמן מעניקים למרת אורנית כהן את התואר
בוגר אוניברסיטה במשפטים (LL.B.)
לאחר שסיימה את חוק לימודיה
תל-אביב, ייד בסיון תשס"א, 5 ביוני 2001
