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.

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

Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 5766 - 2005 ("The Regulations")

Part One

1. Company Name: The Tel-Aviv Stock Exchange Ltd.

2. Type of General Meeting, Time and Place of its Convening:

Annual General Meeting on Tuesday, 23.6.2026 at 14:00 at the Company's offices, at 2 Ahuzat Bayit Street, Tel Aviv, 11th floor, Room 1101. If at the end of half an hour from the time set for the start of the meeting a quorum is not present, the meeting will be postponed to Tuesday, 30.6.2026, and will be held at the same place and at the same time.

1. Details of items on the agenda for which voting can be done via voting paper:

3.1 Reappointment of the auditing accountants and report on their fees for the year 2025

Text of the proposed resolution - to reappoint the accounting firm Somekh Chaikin (KPMG), as the auditing accountants of the Company for an additional term of office starting at the date of approval of the current Annual General Meeting and ending at the end of the next Annual General Meeting of the Company and to authorize the Company's board of directors to determine their fees. For details regarding the auditing accountants' fees for the year 2025, see section 10.5 of the Board of Directors' report for 31.12.2025, included in the Periodic report of the company for 2025 (hereinafter: "the 2025 Periodic report"). The information included in the 2025 Periodic report is hereby brought by way of reference.

3.2 The place and hours where the full text of the proposed resolution can be reviewed:

The full text of the proposed resolution can be reviewed at the Company's offices, at 2 Ahuzat Bayit Street, Tel Aviv, Tel: 076-8160571, during acceptable working hours, until the date of the meeting.

1. The majority required to approve the resolution on the agenda:

The majority required to approve the resolution specified in section 3.1 above is an ordinary majority of all votes of the shareholders present at the meeting, who are entitled to vote and voted therein, without taking into account the votes of those abstaining.

1. A voting paper will be valid for an unregistered shareholder (i.e., someone whose right is registered in shares with a TASE member and those shares are included among the shares registered in the register of shareholders in the name of a registration company) (hereinafter: "unregistered shareholder"), only if an ownership certificate is attached to it or if an ownership certificate was sent to the Company via the electronic voting system.

2. A shareholder is entitled to indicate the manner of their vote in the voting paper in relation to the proposed resolution included in the voting paper, by indicating their position as "for", "against" or "abstain", only and without any change, deletion, omission, addition or any reservation regarding the wording of the proposal. A written vote regarding a proposed resolution accompanied by a change will be disqualified and will not be taken into account in any way regarding the vote on the said proposed resolution. If a shareholder did not indicate their position regarding the proposed resolution, they will be considered as having abstained in the vote on the proposed resolution.

3. A voting paper will be valid for a shareholder according to section 177 (2) of the Companies Law, i.e., someone who is registered as a shareholder in the register of shareholders, only if a photocopy of an identity card, passport or certificate of incorporation is attached to it.

4. The voting paper and the documents that must be attached to it (hereinafter: "the attached documents"), as specified in the voting paper, must be delivered to the Company's offices up to 4 hours before the time the meeting convenes. For this matter, "delivery date" is the date on which the voting paper and the attached documents arrived at the Company's offices.

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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.

1. An unregistered shareholder is entitled to vote also via an electronic voting paper that will be transferred to the company in the electronic voting system (hereinafter: "the electronic voting system") up to 6 hours before the time of the meeting.

2. The address of the Company for the delivery of voting papers and position statements: Company Secretariat, at the Company's offices, at 2 Ahuzat Bayit Street, Tel Aviv.

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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. .

• 2 -

• The deadline for submitting position statements to the company: up to 10 days before the meeting date.

• The deadline for submitting the board's response to the position statements: up to 5 days before the meeting date.

• The distribution address of the Israel Securities Authority website and the Tel Aviv Stock Exchange Ltd. website, where the proxy statements and position statements are located:

Israel Securities Authority distribution site: http://www.magna.isa.gov.il

Tel Aviv Stock Exchange Ltd. website: http://maya.tase.co.il

1. A shareholder whose shares are registered with a TASE member is entitled to receive proof of ownership at a branch of the TASE member or by mail, if requested. A request in this regard shall be given in advance for a specific securities account. An unregistered shareholder may instruct that their proof of ownership be transferred to the company via the electronic voting system.

2. An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the proxy statement and position statements 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 proxy statements by mail for a fee; a notice regarding proxy statements will also apply to receiving position statements.

3. One or more shareholders holding shares in an amount representing five percent or more of the total voting rights in the company, as well as anyone holding such an amount of the total voting rights not held by the controlling shareholder in the company, as defined in Section 268 of the Companies Law, is entitled to examine the proxy statements and voting records received by the company via the electronic voting system, as detailed in Regulation 10 of the Regulations.

The amount of shares representing 5% of the total voting rights in the company is: 4,689,359 ordinary shares of 1 NIS par value each.

The amount of shares representing 5% of the total voting rights in the company not held by the controlling shareholder is: 4,689,359 ordinary shares of 1 NIS par value each.

1. Adding an item to the agenda

After the publication of this proxy statement, there may be changes to the agenda, including adding an item to the agenda, and position statements may be published; the updated agenda and position statements published in the company's reports on the distribution site may be reviewed.

One or more shareholders holding shares representing at least 1% of the voting rights at the company's special meeting may request the board, up to 7 days after the meeting is convened, to include an item on the meeting's agenda, provided the item is suitable for discussion at the special meeting.

If the board finds that an item requested for inclusion on the agenda is suitable for discussion at the special meeting, the company will prepare an updated agenda and a revised proxy statement, as necessary, 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.

A shareholder shall indicate their voting method for the item on the agenda, in the form that is the second part of this proxy statement, and in the case where the shareholder votes by power of attorney (i.e., through a proxy holder), the aforementioned details will be provided, both regarding the principal and regarding the proxy holder.

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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 -

Proxy Statement - Part Two

Company Name: The Tel-Aviv Stock Exchange Ltd.

Company Address (for delivery and mailing of proxy statements):

Company offices, at 2 Ahuzat Bayit Street, Tel Aviv, to the attention of Adv. Livnat Ein Shay Wilder, EVP, General Counsel and Company Secretary.

Company No.: 52-002003-3

Meeting Date: Tuesday, 23.6.2026 at 14:00.

Meeting Type: Annual General.

Record Date: Tuesday, 2.6.2026.

(To be completed by the company)

Shareholder Details

Shareholder Name (Hebrew/English) - _______

ID No. - _______

If the shareholder does not have an Israeli identity card-

Passport No. - _______

Country of Issue - _______

Valid until - _______

If the shareholder is a corporation-

Corporation No. - _______

Country of Incorporation - _______

Voting Method

Agenda Item Number -	Voting Method¹
	For	Against	Abstain
3.1 Reappointment of the auditing accountants (for details see section 3.1 of Part One of the proxy statement)

Date: ____ Signature: ____ :

For shareholders holding shares through a TASE member (per section 177 (1)) - this proxy statement is valid only when accompanied by an ownership certificate, except in cases where voting is via the electronic voting system.

For shareholders registered in the company's shareholder register - a proxy statement is valid when accompanied by a photocopy of an ID card/passport/certificate of incorporation.

¹ Failure to mark will be considered an abstention from voting on that topic.

5/12/2026 | 4:19:34 PM