M.Yochananof and Sons (1988) Ltd. — Proxy Solicitation & Information Statement 2026

Mar 30, 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. .

M. Yohananof and Sons (1988) Ltd.

("the Company")

To

Israel Securities Authority

via Magna

To

Tel Aviv Stock Exchange Ltd.

via Magna

March 30, 2026

Dear Sir/Madam,

Subject: Immediate Report regarding the convening of a special General Meeting of the Company's shareholders

In accordance with the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and the Addition of an Item to the Agenda), 5760-2000 ("Notice and Announcement Regulations"), in accordance with the Companies Regulations (Voting in Writing and Position Statements), 5765-2005 ("Voting in Writing Regulations"), and in accordance with the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Reports Regulations") and in accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000 (hereinafter: the "Offering Regulations"), notice is hereby given regarding the summoning of a special General Meeting of the Company's shareholders (the "General Meeting"), as specified in this report below.

1. Time and Place of the Meeting

The General Meeting will convene on May 4, 2026, at 11:00 AM, at the Company's offices at 10 Moti Kind Street, 6th floor, Rehovot.

Tel. for inquiries: 076-8175717.

2. The Agenda Item and the Version of the Proposed Resolution

Granting a special bonus to the CFO

2.1. It is proposed to approve the granting of a special bonus in the amount of NIS 58,000 to Mr. Hai Sidon, the Head of the Legal Department and the Company Secretary.

2.2. According to Mr. Sidon's employment terms, he is entitled to a discretionary bonus of up to 4 monthly salaries per year. According to his terms, as recently updated, it was approved to grant him a discretionary bonus in the amount of NIS 192 thousand in the resolutions of the Audit Committee and the Company's Board of Directors, from their meetings on March 25 and 29, 2026, respectively.

2.3. After the Compensation Committee and the Company's Board of Directors examined the work and personal contribution of Mr. Sidon to the activity and success of the Company, while considering the fact that measurable targets were not set for him based on the Company's financial results for the year 2025, they believed that an additional bonus should be granted to him.

2.4. The payment of the bonus is proposed in accordance with the provisions of the Company's compensation policy, and therefore it is brought for the approval of the General Meeting which is the subject of this summoning report.

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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. .

2.5. Details required in accordance with the Sixth Appendix to the Reporting Regulations regarding the terms to be paid to Mr. Sidon, for the year 2025 (not including grants paid to him during the year 2025 for his work in 2024), in cost terms, in thousands of NIS, based on this resolution if approved:

Remuneration Recipient Details				Remuneration* for Services						Total
Name	Position	Scope of Position	Holding Rate in Corporate Capital	Salary	Bonus	Share-based Payment	Management Fees	Commission	Other
Hai Sidon	Head of Legal Department and Company Secretary	100%	0.00%	714	250	0	0	0	0	964

• Including grossed-up value of vehicle and social benefits

2.6. Reasons of the Remuneration Committee and the Company's Board of Directors for Approving the Bonus

A. The company's managers express appreciation for his performance, actions, and efforts, as well as the achievement of the company's long-term goals;
B. Granting the bonus, as part of the remuneration package, reflects the company's ability to retain high-quality personnel, and specifically Mr. Sidon;
C. Due to Mr. Sidon's personal contribution to the company's activities and strategic transactions it performed during the year, the company's management believes he should be rewarded;
D. The Remuneration Committee and the company's Board of Directors considered the fact that no targets entitling a bonus were set in advance for Mr. Sidon;
E. The Remuneration Committee weighed the maximum considerations regarding the grant of the special bonus to Mr. Sidon and found its amount to be reasonable.

3. The Required Majority

3.1. The majority required for the approval of the resolution detailed in Section 2 on the agenda is an ordinary majority of the votes of the shareholders entitled to vote and participating in the vote, provided that one of the following is met:

(A) The count of the majority votes in the general meeting shall include a majority of all the votes of the shareholders who are not controlling shareholders in the company or have a personal interest in the approval of the remuneration policy, who participate in the vote; in the count of all the votes of the said shareholders, the votes of those abstaining shall not be taken into account;
(B) The total opposing votes among the shareholders mentioned in sub-section (A) did not exceed a rate of two percent (2%) of all the voting rights in the company.

4. Notice of Personal Interest

In accordance with the provisions of Section 276 of the Companies Law, a shareholder participating in the vote regarding the resolutions detailed above, whether by himself or through a proxy, shall notify the company before the vote at the meeting or if the vote is by proxy card - on the proxy card by marking in Part B of the proxy card in the place designated for that purpose, whether he is a controlling shareholder in the company or has a personal interest in the approval of the resolution on the agenda, or not. If a shareholder or his proxy has not notified as stated, he shall not

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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.

Shall vote at the meeting and his/her vote shall not be counted.

5. Quorum and Adjourned Meeting

5.1. No discussion shall be opened at the General Meeting unless a quorum is present at the opening of the meeting. A quorum shall be formed at the meeting when there are present, in person or by proxy, two (2) or more shareholders holding at least twenty-five percent (25%) of the voting rights, within half an hour from the time set for the opening of the meeting.

5.2. If a quorum is not present at the General Meeting at the end of 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, the same time, and the same place, without any obligation to notify the shareholders, or to another day, time, and place, as shall be determined by the Board of Directors in a notice to the shareholders (the "Adjourned Meeting").

5.3. In an Adjourned Meeting, a quorum shall be formed when there are present at the opening of the meeting, in person or by proxy, two (2) shareholders holding at least twenty-five percent (25%) of the voting rights, within half an hour from the time set for the start of the Adjourned Meeting. If a quorum is not present as stated in the Adjourned Meeting after half an hour from the time set for it, the Adjourned Meeting shall take place with any number of participants.

6. The Record Date, Entitlement to Vote and Proof of Share Ownership

6.1. The Record Date for the purpose of a shareholder's entitlement to participate and vote in the meeting, subject to the provisions of Section 182(b) of the Companies Law and Section 3 of the Voting in Writing Regulations, is April 6, 2026 ("the Record Date").

6.2. A shareholder in whose favor a share is registered with a member of the Tel Aviv Stock Exchange Ltd. ("the TASE") and that share is included among the shares registered in the register of shareholders in the name of the Nominee Company ("Unregistered Shareholder"), who wishes to vote at the meeting, will be required to prove their ownership for the purpose of voting at the meeting. In accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 5760-2000 ("Proof of Ownership Regulations"), an Unregistered Shareholder, who wishes to vote at the meeting, shall provide the Company with a certificate from the TASE member with whom their right to the share is registered, regarding their ownership of the share on the Record Date, in accordance with Form 1 in the Appendix to the Proof of Ownership Regulations ("Ownership Certificate").

6.3. An Unregistered Shareholder is entitled to receive the Ownership Certificate from the TASE member through which they hold their shares, at the branch of the TASE member or by mail to their address for shipping fees only, if requested. A request in this matter shall be given in advance for a specific securities account.

6.4. Without derogating from the above, in accordance with Regulation 4a of the Proof of Ownership Regulations, an approved electronic message according to Section 44k11(5) of the Securities Law, 5728-1968 ("Securities Law"), regarding the data of the users of the electronic voting system - shall be deemed an Ownership Certificate for every shareholder included therein.

6.5. The Company's shareholders on the Record Date are entitled to vote at the General Meeting themselves or through the electronic voting system (as described in Section 7 below) or through their proxy, who was duly authorized by a power of attorney, which must be deposited at the Company's offices at least 48 hours before the time set for the start of the meeting.

7. Voting via the Electronic Voting System

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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.

An unregistered shareholder is entitled to vote at the general meeting in connection with the resolutions proposed above, by means of a voting paper to be delivered to the company through the electronic voting system ("Electronic Voting Paper"), which operates under Section B of Chapter G2 of the Securities Law and in accordance with the provisions of Section 87(e) of the Companies Law ("Electronic Voting System"). An unregistered shareholder is entitled to receive from the TASE member through which they hold their shares, an identification number and access code, as well as additional information regarding the meeting, and after a secure identification process, will be able to vote via the electronic voting system. The address of the electronic voting system is: http://www.votes.isa.gov.il.

Voting via the electronic voting system will be possible from the end of the record date until six (6) hours before the time of convening the general meeting, or until an earlier time to be determined by the Securities Authority, provided that it does not exceed 12 hours before the time of convening the meeting ("System Closing Time"), at which time the electronic voting system will be closed. Voting in the electronic voting system may be changed or canceled until the system closing time, and it will not be possible to change it via the electronic voting system after this time.

In accordance with Section 83(d) of the Companies Law, if a shareholder voted in more than one way, their later vote will be counted, whereas for this purpose, a vote by a shareholder themselves or through a proxy shall be considered later than a vote via the electronic voting system.

8. Voting by means of a written voting paper

Shareholders may vote on the resolutions on the agenda as detailed above, inter alia, by means of a written voting paper ("Voting Paper"). The version of the voting paper and position statements (if any) regarding the said meeting, as defined in Section 88 of the Companies Law, can be found on the Securities Authority's distribution website at: http://www.magna.isa.gov.il ("Distribution Site") and on the TASE website at: http://maya.tase.co.il ("TASE Site").

Every shareholder is entitled to approach the company directly and receive from it the version of the voting paper and position statements. Furthermore, the TASE member will send, free of charge, by email, a link to the version of the voting paper and position statements on the distribution site to every shareholder who is not registered in the shareholder register and whose shares are registered with that TASE member, unless the shareholder has announced that they are not interested in this, provided that the notice was given regarding a specific securities account and at a time prior to the record date, or that they are interested in receiving the voting papers by mail for shipping fees only.

The voting paper will be valid for an unregistered shareholder only if a certificate of ownership is attached to it or if a certificate of ownership has been sent to the company via the electronic voting system. The voting paper will be valid for a shareholder registered in the company's books only if a copy of an identity card, passport, or certificate of incorporation is attached to it.

Voting by means of a voting paper, for a shareholder interested in voting by means of a voting paper instead of participating in the meeting themselves or through a proxy, shall be done on the second part of the voting paper attached to this convening report, as published on the distribution site.

The voting paper and the documents to be attached to it as detailed in the voting paper must be submitted to the company's offices (including by registered mail) together with a certificate of ownership (and for a registered shareholder - together with a copy of the identity card, passport, or

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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. .

Certificate of Incorporation, as applicable), up to four (4) hours before the time of the meeting convening. In this regard, "the delivery date" is the date on which the voting ballot and the documents to be attached to it arrived at the Company's offices.

The deadline for delivering position notices to the Company is up to ten (10) days before the date of the meeting.

The deadline for delivering the Board of Directors' response to position notices, if and to the extent that position notices are submitted by shareholders and the Board of Directors chooses to submit its response to said position notices, is up to five (5) days after the deadline for delivering position notices to the Company by a shareholder.

After the publication of this convening report, there may be changes to the agenda, including the addition of an item to the agenda, and the updated agenda can be viewed in the Company's reports to be published on the Distribution Site.

One or more shareholders, who hold at least one percent of the voting rights in the meeting, may request the Company's Board of Directors to include an item on the agenda of the meeting, provided that the item is suitable to be discussed in the meeting, in accordance with the determination of the Company's Board of Directors ("the additional item"). Such a request by a shareholder to include such an item in the agenda of the general meeting shall be delivered to the Company up to seven (7) days after the convening of the meeting according to this report. If such a request is submitted, the additional item may be added to the agenda of the general meeting and its details will appear on the Distribution Site. In such a case, the Company will publish an amended convening report no later than seven (7) days after the deadline for delivering a shareholder's request to include an item on the agenda, as stated above. It should be clarified that the publication of the updated agenda (including the additional items), as it may be updated, does not change the record date.

9. Review of Documents

The Company's shareholders may review this report and the other documents mentioned in it, as well as the full text of the proposed resolutions on the agenda at the Company's offices, at 10 Moti Kind St., Rehovot, after prior coordination with Adv. Hezi Sidon at telephone number: 076-8170401, on Sundays through Thursdays (except for holiday eves or public holidays), during customary business hours, until the time of the meeting convening as stated. In addition, this report, the voting ballot, and position notices as defined in Section 88 of the Companies Law, to the extent provided, can be reviewed on the Distribution Site and the TASE website.

Sincerely,

M. Yohananof and Sons (1988) Ltd.

Names of the signatories and their positions:

Oz Yosef, CFO

Hezi Sidon, Head of Legal Department and Company Secretary

3/30/2026 | 5:46:50 AM