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

May 12, 2026

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TEL AVIV STOCK EXCHANGE

Date: May 12, 2026

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 Tuesday, June 23, 2026, 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 Presentation and discussion of the Company’s audited annual financial statements and Board of Directors’ report on the state of the Company’s affairs for the year ended December 31, 2025

This topic shall be for discussion only and shall not be voted upon.

The Company’s periodic report for 2025 (including the aforesaid financial statements and Board of Directors’ report), as published by the Company on March 5, 2026 (reference no. 2026-01-020133) (hereafter: “the 2025 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.

1.2 Approval of the reappointment of the Company’s auditors until the conclusion of the next annual general meeting of the Company and a report on their fees for 2025

Wording of the proposed resolution - To reappoint Somekh Chaikin (KPMG) accounting firm as the auditors of the Company for an additional term of office, commencing on the date of approval of the current annual general meeting and ending at the conclusion of the Company's next annual general meeting.

For information on the auditors’ fees for 2025, see section 10.5 to the Board of Directors’

THE TEL-AVIV STOCK EXCHANGE LTD

2 Ahuzat Bayit St., Tel-Aviv 6525216 Israel • POB 29060, Tel-Aviv 6129001 Israel

Tel: 972-76-8160411 • Fax: 972-3-5105379

www.tase.co.il

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Report as of December 31, 2025, which is included in the Company’s 2025 Periodic Report. The information that is provided in the 2025 Periodic Report is included herein by way of reference.

1. Majority Required for Approval of the Resolution

The majority required to pass the resolution that is specified in section 1.2 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.

1. 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 Tuesday, June 23, 2026, 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 Tuesday, June 30, 2026, 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, June 2, 2026 (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

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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 must 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 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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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

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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.

1. 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 for discussion at a general meeting.

Should the Board of Directors find that a topic that was requested to be included on the agenda is suitable for discussion 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.

1. 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.

1. 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., EVP, Legal Counsel and Company Secretary
The Tel-Aviv Stock Exchange Ltd.

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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

1. 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 Tuesday, June 23, 2026 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 Tuesday, June 30, 2026, at the same place and at the same time.

1. List of topics on the agenda that may be voted upon by the voting ballot:

3.1 Reappointment of the auditors and a report on their fees for 2025

Wording of the proposed resolution - To reappoint Somekh Chaikin (KPMG) accounting firm as the auditors of the Company for an additional term of office, commencing on the date of approval of the current annual general meeting and ending at the conclusion of the Company's next annual general meeting, and authorizing the Company's Board of Directors to determine their fees. For information on the auditors' fees for 2025, see section 10.5 to the Board of Directors' Report as of December 31, 2025, which is included in the Company's Periodic Report for 2025 (hereafter: "the 2025 Periodic Report", the information contained in which is included herein by reference.

3.2 Time and place for perusal of the complete text of the proposed resolution:

The complete text of the proposed resolution is available for perusal at the offices of the Company on #2 Ahuzat Bayit St., Tel Aviv, Tel: 972-76-8160571, during customary office hours, this until the date of the meeting.

1. The majority required to pass the resolution that is on the agenda:

The majority required to pass the resolution that is specified in section 3.1 above is a simple 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.

1. 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) (hereafter: "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 the 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 a 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 the proposed resolution will be deemed as abstaining in the vote on the proposed resolution.

• 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.

• The voting ballot and the documents that must 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.

• 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 (hereafter: “the Electronic Voting System”) up to 6 hours prior to the time of the meeting.

• 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.

• Final date for the submission of position papers to the Company: up to 10 days prior to the date of the meeting.

• 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.

• 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/

1. A shareholder whose shares are registered with a TASE member is entitled to receive the certificate of title 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.

• 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: 4,689,359 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: 4,689,359 ordinary shares of NIS 1 par value each.

1. 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 for discussion at the special meeting.

Should the Board of Directors find that a topic that was requested to be included on the agenda is suitable for discussion 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 topic that is 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.

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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: Tuesday, June 23, 2026, at 14:00.

Type of meeting: Annual general meeting.

Record date: Tuesday, June 2, 2026.

(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 the auditors (for details, see section 3.1 to Part One of the voting ballot)

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 incorporation¹.

¹ Non-marking will be deemed as abstaining on such topic