Veridis Environment Ltd. — Proxy Solicitation & Information Statement 2026

May 25, 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.

Veridis Environment Ltd.

(hereinafter: "the Company")

Proxy Statement - Part One

Companies Regulations (Voting in Writing and Position Statements), 5766-2005 (hereinafter: "the Regulations")

1. Type of Meeting: Annual General Meeting of the Company's shareholders.
2. Meeting Date: Monday, June 29, 2026, at 15:00.
3. Meeting Location: Company offices at 1 Abba Eban Blvd., Herzliya.
4. Details of the agenda items for which voting is possible via the proxy statement:

4.1. Reappointment of an auditing accountant and receipt of a report regarding their fees

It is proposed to reappoint the accounting firm Kost Forer Gabbay & Kasierer as the auditing accountant of the Company for a period ending at the conclusion of the Company's next Annual Meeting.

For further details, see Section 2.2 of the Summoning Report to which this proxy statement is attached (hereinafter: "the Summoning Report").

Proposed Resolution Wording (hereinafter: "Resolution No. 1"): "To approve the reappointment of the accounting firm Kost Forer Gabbay & Kasierer as the auditing accountant of the Company for a period ending at the conclusion of the Company's next Annual Meeting, all as detailed in Section 2.2 of the Summoning Report".

4.2. Approval of an updated compensation policy for Company officers

It is proposed to approve the proposed compensation policy for a period of three years from the date of meeting approval, in accordance with Section 267A of the Companies Law, in the version attached as Appendix A to the Meeting Summoning Report. The current compensation policy was approved in 2021, as part of the Company's initial public offering prospectus, for a period of five years from the date the Company became a reporting corporation.

The proposed compensation policy was formulated with the assistance of professional consultants, discussed in the Compensation Committee based on comparison data of similar corporations and examined, inter alia, with attention to Company goals, retention of officers, and fairness of compensation to shareholders. The Compensation Committee and the Board of Directors approved the proposed policy and recommended bringing it for the Meeting's approval.

For further details, see Section 2.3 of the Summoning Report.

Proposed Resolution Wording ("Resolution No. 2"): "To approve the proposed compensation policy for Company officers for a period of 3 years from the date of meeting approval, in the version attached as Appendix A to the Meeting Summoning Report, all as detailed in Section 2.3 of the Summoning Report".

4.3. Extending the validity of exemption and indemnification letters of the Company's controlling shareholder

It is proposed to approve the regranting of exemption and indemnification letters to the Company's controlling shareholder, Mr. Gil Agmon, in accordance with the Company's compensation policy, for a period of three years

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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.

from the date of meeting approval. The proposed exemption and indemnification letters are essentially in the versions given to Mr. Agmon within the framework of the Prospectus as well as to the rest of the members of the Board of Directors and Company officers, subject to two main updates: first, the addition of a clarification in the exemption letter that the Company does not exempt an officer from their responsibility towards it, in whole or in part, due to a decision or transaction in which a controlling shareholder or an officer in the Company has a personal interest; and second, limiting the indemnification amount to an amount equal to 25% of the Company's equity.

For further details regarding the granting of exemption and indemnification letters, see Section 2.4 of the Summoning Report and for the full version of the indemnification commitment letter and exemption letter, see Appendix B of the Summoning Report.

Proposed Resolution Wording (hereinafter: "Resolution No. 3"): "To approve the regranting of exemption and indemnification letters to the controlling shareholder Gil Agmon, all as detailed in Section 2.4 of the Meeting Summoning Report".

4.4. Granting exemption and indemnification letters to Mr. Ehud (Udi) Adam

It is proposed to approve the granting of exemption and indemnification letters to Mr. Ehud (Udi) Adam, who was appointed by the Company's Board of Directors as an independent director starting April 1, 2026.

The exemption and indemnification letters were approved by the Compensation Committee and the Board of Directors in accordance with the Compensation Regulations and the Company's compensation policy, in the version customary for other members of the Board of Directors and Company officers.

For further details regarding the granting of exemption and indemnification letters, see Section 2.5 of the Meeting Summoning Report.

Proposed Resolution Wording (hereinafter: "Resolution No. 4"): "To approve the granting of exemption and indemnification letters to Mr. Adam, who serves as an independent director in the Company, in the versions given to other members of the Board of Directors and Company officers and in accordance with the Company's compensation policy, all as detailed in Section 2.5 of the Meeting Summoning Report".

5. Review of Documents

The immediate report, the proxy statement version, and position statements (as far as they are submitted to the Company) can be reviewed on the Israel Securities Authority's distribution site at www.magna.isa.gov.il and on the Tel Aviv Stock Exchange Ltd.'s website at www.maya.tase.co.il. Furthermore, subject to any law, any document concerning the specified engagements can be reviewed at the Company's offices, 1 Abba Eban Blvd., Herzliya 4672519, Sunday through Thursday, during customary working hours by prior arrangement (by phone 09-9520000), until the date of the General Meeting's convening.

6. The Majority Required for Adopting Resolutions

6.1. The majority required for the purpose of approving Resolutions No. 1 and 4 described in Section Error! Reference source not found. and 2.5 of the Summoning Report is an ordinary majority from among the shareholders present and participating in the General Meeting.

6.2. The majority required for the purpose of approving Resolution No. 2 described in Section 2.3 of the Summoning Report is the majority stipulated in Section 267A(b) of the Companies Law, according to which a majority of shareholders' votes is required, provided that one of the following is met:

6.2.1. The count of majority votes in the General Meeting shall include a majority of all votes of shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the resolution, participating in the vote; in the count of all

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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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votes of the aforementioned shareholders, abstaining votes shall not be taken into account; the provisions of Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes.

6.2.2.2. The total opposing votes among the shareholders mentioned in Section 6.2.1 above did not exceed a rate of two percent (2%) of all voting rights in the Company.

6.3. The majority required for the purpose of approving Resolution No. 3 described in Section 2.4 of the Summoning Report is the majority stipulated in Section 275(a) of the Companies Law, according to which a majority of shareholders' votes is required, provided that one of the following is met:

6.3.1. The count of majority votes in the General Meeting shall include a majority of all votes of shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the resolution, participating in the vote; in the count of all votes of the aforementioned shareholders, abstaining votes shall not be taken into account;

6.3.2. The total opposing votes among the shareholders mentioned in Section 6.3.1 above did not exceed a rate of two percent (2%) of all voting rights in the Company.

7. Indication of Affinity and Other Characteristics:

As required by the provisions of the Companies Law, in the second part of this proxy statement, space is allocated for marking the existence of a personal interest in the proposed resolution, or another characteristic of the shareholder as stated in the second part of the proxy statement, as well as for describing the nature of the affinity. It is clarified that if a shareholder did not mark as stated or marked "Yes" and did not describe the nature of the affinity, their vote will not be included in the count of votes. Additionally, regarding the voting of interested parties, senior officers, and institutional bodies (as defined in the second part of the proxy statement), space is allocated for the relevant marking in the second part of the proxy statement.

8. Validity of the Proxy Statement:

8.1. This proxy statement shall be valid for a shareholder holding shares through a TASE member (according to Section 177(1) of the Companies Law) (hereinafter: "Unregistered Shareholder") – only if proof of ownership is attached to it (as detailed in Section 4.1 of the Summoning Report) or if proof of ownership was sent to the Company via the electronic voting system (as detailed in Section 4.1 of the Summoning Report);

8.2. For a shareholder registered as a shareholder in the Company's shareholder register – if a photocopy of an ID card, passport, or incorporation certificate was sent to the Company.

8.3. An unregistered shareholder interested in voting via a proxy statement shall provide the Company, up to 4 hours before the voting time, i.e., by Monday, June 29, 2026, at 11:00, the signed proxy statement and the proof of ownership form, unless their proof of ownership was transferred to the Company via the electronic voting system. The proxy statement will be valid for an unregistered shareholder only if a proof of ownership form is attached to it or if proof of ownership was sent to the Company via the electronic voting system.

8.4. A shareholder registered in the shareholder register (hereinafter: "Registered Shareholder") interested in voting via a proxy statement shall provide the Company, up to 6 hours before the voting time, i.e., by Monday, June 29, 2026, at 09:00, the signed proxy statement along with a photocopy of an ID card, passport, or incorporation certificate. The proxy statement will be valid for a registered shareholder only if a photocopy of an ID card, passport, or incorporation certificate was sent to the Company.

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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.

9. Voting via the Electronic Voting System:

An unregistered shareholder is entitled to vote via an electronic proxy statement that will be transferred to the Company in the electronic voting system.

The electronic voting system will lock six (6) hours before the meeting time: Monday, June 29, 2026, at 09:00 (hereinafter: "System Locking Time"). The proxy statement and/or proof of ownership must be provided via the electronic system by this time.

It is clarified that voting via the electronic voting system will be subject to change or cancellation until the system locking time and will not be possible to change via the system thereafter.

10. Additional Details:

Address for Delivery of Proxy Statements and Position Statements:

Company offices at 1 Abba Eban Blvd., Herzliya.

The Record Date for Shareholders' Eligibility to Participate in the Meeting and Vote in it and the Deadline for Providing Position Statements:

The record date for determining a Company shareholder's eligibility to participate and vote in the Meeting and the adjourned meeting is Monday, June 1, 2026.

The deadline for providing position statements to the Company by the Company's shareholders is ten (10) days before the meeting's convening date, i.e., until Friday, June 19, 2026.

The deadline for providing the Board of Directors' response to the position statements is five (5) days before the meeting date, i.e., until Wednesday, June 24, 2026.

Distribution Site and TASE Site Addresses where Proxy Statements and Position Statements can be Found:

The text of the proxy statement and position statements, if any, can be found on the TASE website at www.maya.tase.co.il and on the distribution website at www.magna.isa.gov.il.

Additional Notes in Accordance with the Regulations:

An unregistered shareholder is entitled to receive proof of ownership from the TASE member through which they hold their shares, at the TASE member's branch or by mail to their address for shipping fees only, if they so requested, provided that a request in this regard is 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.

An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the proxy statement and position statements (if provided) on the distribution site from the TASE member through which they hold their shares, unless they notified the TASE member that they do not wish to receive such a link or that they wish to receive proxy statements and position statements by mail for payment of shipping fees. Such notification regarding the proxy statement shall also apply to the receipt of position statements.

According to the writing voting regulations, one or more shareholders holding on the record date shares at a rate constituting five percent (5%) or more of the total voting rights of the shareholders is entitled by himself or through

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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. .

A proxy on his behalf, after the convening of the meeting, to review at the company's registered office, during normal business hours, the voting forms and the voting records via the electronic voting system that reached the company.

As of the date of the notice regarding the convening of the meeting subject to this voting form, the amount of shares constituting 5% of the total voting rights in the company is 7,674,930 shares; the amount of shares constituting 5% of the total voting rights not held by the controlling shareholders in the company is 4,040,765 shares.

A shareholder shall indicate his manner of voting regarding the item on the agenda in the form which is the second part of this voting form.

After the publication of the voting form, there may be changes in the agenda, including adding an item to the agenda, and position statements may be published. It will be possible to view the updated agenda and the position statements published in the company's reports on the Distribution Site.

To the extent there are changes in the agenda, including adding an item to the agenda, the company will provide a revised version of the voting form on the day of publication of the invitation, including the updated agenda.

A shareholder may, up to 24 hours before the time of the general meeting, contact the company's offices in Herzliya, and after proving his identity to the satisfaction of the company secretary, or another employee appointed for this purpose, withdraw the voting form and the ownership certificate he submitted to the company for his vote.

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Voting Form - Part Two

Companies Regulations (Voting in Writing and Position Statements), 5766-2005 (hereinafter: the "Regulations")

Company Name : Veridis Environment Ltd.

Company Address (for delivery and mailing of voting forms) : 1 Abba Eban Blvd., Herzliya

Company No.: 51-593580-7

Meeting Date : Monday, June 29, 2026, at 15:00

Type of Meeting : Annual General Meeting

Record Date : Monday, June 1, 2026

Shareholder Details

Name of Shareholder- ________ ID No.- ________

If the shareholder does not have an Israeli ID card -

Passport No.- ________ Country of Issue ________

Valid Until _________

If the shareholder is a corporation -

Corporation No. ________ Country of Incorporation ________

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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. .

Classification of Meeting Participant

Please indicate if you are:

"Interested party" as defined in Section 1 of the Securities Law, 1968.
"Institutional investor" as defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994.
"Senior officer" as defined in Section 37(d) of the Securities Law, 1968.
I am not one of the above.

Manner of Voting on the Items on the Agenda

Item on the Agenda	Manner of Voting1			Are you a controlling shareholder or do you have a personal interest in the approval of the proposed resolution?2
	For	Against	Abstain	No	Yes
Re-appointment of an auditing accountant (as detailed in Section 4.1 above)
Approval of an updated compensation policy for officers of the company (as detailed in Section 4.2 above)
Extension of the validity of exemption and indemnity letters for the controlling shareholder in the company (as detailed in Section 4.3 above)
Granting of exemption and indemnity letters to Mr. Ehud (Udi) Adam (as detailed in Section 4.4 above)

For shareholders holding shares through a TASE member (according to Section 177(1) of the Companies Law) - this voting form is valid only when accompanied by an ownership certificate, except in cases where the voting is via the electronic system.

For shareholders registered in the company's register of shareholders - this voting form is valid only when accompanied by a photocopy of the ID card/passport/certificate of incorporation.

Details regarding affiliation (as applicable):

Date:

Shareholder's Signature

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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. Failure to mark will be considered an abstention from voting on that item.
2. A shareholder who does not fill in this column or who marks "Yes" and does not specify, his vote will not be counted.

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