Tel Aviv Stock Exchange Ltd. — Proxy Solicitation & Information Statement 2026

May 12, 2026

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

468797

Date: May 12, 2026

The Tel-Aviv Stock Exchange Ltd. ("The Company")

Subject: Immediate report regarding the convening of an annual general meeting

An immediate report is hereby given in accordance with the Companies Law, 5759-1999 (hereinafter: "the Companies Law") to the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 (hereinafter: "the Notice Regulations"), the Companies Regulations (Written Voting and Position Statements), 5766-2005, and the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: "the Report Regulations"), regarding the summoning of an annual general meeting of the shareholders of the company, to be held on Tuesday, June 23, 2026 at 14:00 at the company's offices, at 2 Ahuzat Bayit Street, Tel Aviv, 11th floor, room 1101.

1. On the Agenda:

1.1 Presentation and discussion of the audited annual financial reports of the company and the Board of Directors' report on the state of the company's affairs, for the year ended December 31, 2025

Regarding this item, a discussion only will be held and no vote will be conducted.

The company's Periodic report for 2025 (including the financial reports and the board of directors' report) can be viewed, as published by the company on March 5, 2026 (reference no.: 2026-01-020133) (hereinafter: "the Periodic report for 2025") on the distribution site of the Israel Securities Authority (Magna site) and on the company's website www.tase.co.il. Additionally, a copy can be obtained by contacting the company secretariat, at 2 Ahuzat Bayit Street, Tel Aviv, phone - 076-8160420 on Sundays - Thursdays, between 08:00 and 15:00.

1.2 Approval of the re-appointment of the auditing accountants of the company until the end of the next annual general meeting of the company and a report on their salary for the year 2025

Language of the Proposed Resolution - to re-appoint the accounting firm Somekh Chaikin (KPMG), as the auditing accountants of the company for an additional term of office beginning at the time of approval of the current annual general meeting and ending at the end of the next annual general meeting of the company.

For details regarding the salary of the auditing accountants for the year 2025, see section 10.5 of the Board of Directors' report as of December 31, 2025, which is included in the company's Periodic report for 2025. The information included in the Periodic report 2025 is hereby provided by way of reference.

2. The Majority Required to Approve the Resolution

The majority required for the approval of the resolution detailed in section 1.2 above is an ordinary majority of all the votes of the shareholders present at the meeting, who are entitled to vote and who voted therein, without taking into account the votes of those abstaining.

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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.

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3. Place of the meeting, its date, the record date for determining eligibility and additional instructions regarding voting at the meeting

3.1

The meeting will convene on Tuesday, June 23, 2026, at 14:00 at the Company's offices, at 2 Ahuzat Bayit Street, Tel Aviv, 11th floor, Room 1101. If the meeting is adjourned, it will be held on Tuesday, June 30, 2026, at the same place and time. The record date for determining the eligibility of shareholders to vote at the meeting, as stated in Section 182 of the Companies Law, is Tuesday, June 2, 2026 (hereinafter: the "Record Date"). A shareholder may vote at the meeting, in person or by proxy. Furthermore, a shareholder may vote at the meeting by way of a voting paper, as detailed below (hereinafter: "Voting Paper").

3.2

A quorum at the meeting shall be constituted when at least two shareholders, in person or by proxy, holding at least twenty-five percent (25%) of the voting rights, are present within half an hour from the time set for the opening of the meeting. If a quorum is not present at the general meeting within half an hour from the time set for the start of the meeting, the meeting shall be adjourned for one week, to the same day, time, and place, without any obligation to notify the shareholders, or to another date if such was specified in the notice of the meeting, or to such other day, time, and place as the Board of Directors shall determine in a notice to the shareholders.

3.3

A shareholder may vote at the general meeting, in person or by proxy, or by voting paper or by electronic voting, 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 proxy (hereinafter: the "Instrument of Appointment") as well as the power of attorney under which the Instrument of Appointment was signed (if any) shall be in writing and signed by the appointer or by a person authorized for that purpose in writing, as well as by a witness to the signature, if required by the Board of Directors. If the appointer is a corporation, the Instrument of Appointment shall be in writing and signed in a manner that binds the corporation; the Board of Directors may require that the Company be provided with written certification, to the satisfaction of the Board of Directors, regarding the authority of the signatories to bind the corporation and that additional details or documents be provided to the Company regarding the Instrument of Appointment, as the Board of Directors shall determine in this regard.

3.5

The Instrument of Appointment and the power of attorney under which the Instrument of Appointment was signed (if signed) or a suitable copy thereof, to the satisfaction of the Board of Directors, shall be deposited at the Registered Office or at another place or places, in Israel or abroad - as determined by the Board of Directors from time from time, generally or in relation to a specific case, at least forty-eight (48) hours before the start of the meeting or the adjourned meeting, as applicable, at which the proxy intends to vote on the basis of that Instrument of Appointment. Notwithstanding the above, the Chairman of the meeting may, at his discretion, accept an Instrument of Appointment and a power of attorney as aforesaid, even after the said time, if he deems it appropriate, at his discretion. If the Instrument of Appointment and the power of attorney were not received, as stated in this regulation above, they shall have no validity at that meeting.

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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.

3.6

Voting in writing shall be done via the second part of the Voting Paper, attached to the meeting summons report. The Voting Paper and the documents to be attached to it (hereinafter: the "Attached Documents"), as detailed in the Voting Paper, must be submitted to the Company's offices up to 4 hours before the time the meeting convenes. For this purpose, the "Delivery Date" is the time at which the Voting Paper and the Attached Documents arrived at the Company's offices.

3.7

A shareholder may indicate his manner of voting in the Voting Paper with respect to any resolution proposal included in the Voting Paper, by indicating his position as "for", "against", or "abstain", only and without any change, deletion, omission, addition, or any reservation regarding the wording of the resolution proposal (hereinafter: "Change"). Voting in writing regarding any resolution proposal accompanied by a Change shall be disqualified and shall not be taken into account in any way regarding the vote on said resolution proposal. If a shareholder has not indicated his position regarding any resolution proposal, he shall be considered as having abstained in the vote on that resolution proposal.

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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. .

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3.8 The voting paper shall be signed by the shareholder, and if the shareholder is a corporation, it shall be signed in a manner that binds the corporation. The Board of Directors may require that the company be provided with written confirmation, to the satisfaction of the Board of Directors, regarding the authority of the signatories to bind the corporation, as well as that the company be provided with additional details or documents for written voting purposes, as determined by the Board of Directors in this regard.

3.9 In the event of a disagreement as to whether to accept a written vote or to disqualify it, the chairman of the meeting shall decide and his decision shall be final and conclusive.

3.10 A voting paper received at the office, as required above, shall be considered as presence at the meeting for the purpose of the legal quorum as stated above. If a voting paper was not received as required above, it shall have no validity at that meeting.

3.11 If a shareholder voted by means of a voting paper received at the office on time regarding a specific resolution proposal, for which no vote was held at the General Meeting, the shareholder shall be considered to have abstained from voting at that meeting regarding a decision to hold an adjourned meeting, and his written vote shall be counted at the adjourned meeting that will be held.

3.12 Subject to the provisions of the Company's articles of association, the Board of Directors may establish additional provisions and procedures regarding written voting, including regarding the sending of voting papers, the manner of their signature, and the ways of their delivery to the company.

3.13 The website addresses of the Securities Authority and the Tel Aviv Stock Exchange Ltd., where the text of the voting paper and position statements as defined in Section 88 of the Companies Law can be found, are as follows: The Securities Authority distribution site: http://www.magna.isa.gov.il/ (hereinafter: the "Distribution Site"); the Tel Aviv Stock Exchange Ltd. website: http://maya.tase.co.il/.

3.14 A TASE member shall send by email, free of charge, a link to the text of the voting paper and position statements on the Distribution Site to any shareholder who is not registered in the register of shareholders and whose shares are registered with that TASE member, unless the shareholder has notified the TASE member that he is not interested in receiving such a link or has notified that he is interested in receiving voting papers by mail for delivery fees only.

3.15 A shareholder whose shares are registered with a TASE member is entitled to receive confirmation of ownership from the TASE member through which he holds his shares, at a branch of the TASE member or by mail at his address for delivery fees only, if requested. A request in this regard shall be given in advance for a specific securities account.

3.16

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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.

The deadline for submitting position statements to the company is up to 10 days after the record date.

4 Adding an Item to the Agenda

After the publication of this immediate report, there may be changes to the agenda, including the addition of item(s) to the agenda, position statements may be published, and the updated agenda and position statements published in the company's reports on the Distribution Site can be reviewed.

One or more shareholders holding shares representing at least 1% of the voting rights in the General Meeting of the company may request from the Board of Directors, up to 7 days after the meeting summons, to include an item on the agenda of the meeting, provided that the item is suitable to be discussed in a General Meeting.

If the Board of Directors finds that an item requested to be included in the agenda is suitable to be discussed in the General Meeting, the company will prepare an updated agenda and an amended voting paper, as required, and publish them no later than 7 days after the deadline for submitting a request to include an additional item on the agenda, as stated above. It is clarified that insofar as the company publishes an agenda

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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. .

updated, the publication of the updated agenda does not change the record date as set in this immediate report.

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5 Details regarding the company representatives for the purpose of handling this report

Adv. Livnat Ein-Shay Wilder, 2 Ahuzat Bayit, Tel Aviv, Tel: 076-8160571, Fax: 076-8160331.

• 6 Inspection of documents

This immediate report and its appendices, as well as the documents mentioned therein, may be inspected at the company's offices, at 2 Ahuzat Bayit Street, Tel-Aviv, during accepted working hours, until the date of the meeting.

Sincerely,

Adv. Livnat Ein-Shay Wilder, Senior Executive Vice President, General Counsel and Company Secretary

The Tel Aviv Stock Exchange Ltd.

5/12/2020 | 4:23:06 PM