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.

Voting slip according to the Companies Regulations (Voting in Writing and Position Statements), 2005 (hereinafter: "Voting in Writing Regulations")

Part One

1 Company Name

M. Yohananof and Sons (1988) Ltd. ("the Company").

2 Type of General Meeting, Date and Place of Convening

Special General Meeting.

The General Meeting will be held on May 4, 2026, at 11:00 AM, at the Company's offices at 10 Moti Kind Street, 6th floor, Rehovot. If the meeting is postponed, it will be held on May 11, 2026, at the same place and time.

3 Detail of the agenda item for which voting can be done via a voting slip

Approval of granting a special bonus in the amount of NIS 58,000 to the head of the legal department and the Company secretary, in accordance with the meeting summons report to which this voting slip is attached.

4 Place and hours during which the full text of the proposed resolutions can be inspected

The immediate report published by the Company regarding the meeting and the voting slip can be inspected on the distribution site of the Israel Securities Authority at:

http://www.magna.isa.gov.il and on the website of the Tel Aviv Stock Exchange Ltd., at http://maya.tase.co.il. Furthermore, relevant documents concerning the resolution subject of the immediate report can be inspected at the Company's offices at 10 Moti Kind Street, Rehovot, Sunday-Thursday, during customary business hours and by prior telephone arrangement at 076-8175717, until the day of the meeting.

5 The majority required for passing resolutions at the General Meeting on the agenda items for which voting can be done via a voting slip

5.1. The majority required for approval of the resolution 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 occurs:

(A) The majority of votes in the General Meeting shall include a majority of all the votes of shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the compensation policy, who participate in the vote; in the count of all votes of said shareholders, abstaining votes will not be taken into account;

(B) The total opposing votes among the shareholders mentioned in sub-section (A) did not exceed two percent (2%) of the total voting rights in the Company.

6 Indication of affiliation of a shareholder

A shareholder participating in the vote shall mark in the second part of this voting slip, in the designated place, whether they are a controlling shareholder, an interested party, or have a

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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.

personal interest in the approval of the appointment, and shall also disclose whether they are a senior officer or an institutional investor, and describe the nature of the affiliation and/or personal interest as stated above, to the extent they exist. A shareholder who did not mark as stated or marked "yes" and did not describe as stated, their vote will not be included in the count.

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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. Validity of the Voting Paper

7.1. The voting paper will be valid for an unregistered shareholder only if it is accompanied by a confirmation of ownership from the unregistered shareholder, or a photocopy of an ID card, passport or certificate of incorporation (as applicable) if the shareholder is registered in the company's books.

7.2. The voting paper must be delivered to the company or sent by registered mail with a confirmation of ownership, so that it reaches its registered office no later than four (4) hours before the time of the general meeting.

1. Electronic Voting System

An unregistered shareholder may submit a voting paper to the company through the electronic voting system, as detailed in section 7 of the summoning report. The system's closing time is six (6) hours before the meeting time, and the voting paper must be submitted to the company by this time.

1. The Company's Address for Submission of Voting Papers and Position Statements

The company's offices, 10 Moti Kind Street, Rehovot, attention of Adv. Hezi Sidon.

1. The Deadline for Submitting Position Statements to the Company by Shareholders and the Deadline for Submitting the Board of Directors' Response to the Position Statements

The deadline for submitting position statements to the company shall be up to ten (10) days before the meeting date.

The deadline for submitting the Board of Directors' response to position statements is up to five (5) days after the deadline for submitting position statements to the company by a shareholder.

1. 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 sections 87 and 88 of the Companies Law, can be found are as follows: Securities Authority distribution site: http://www.magna.isa.gov.il ("Distribution Site"). TASE website: http://maya.tase.co.il.

2. An unregistered shareholder is entitled to receive the confirmation of ownership at a TASE member's branch or by mail, if they so requested. A request in this matter shall be given in advance for a specific securities account. An unregistered shareholder may instruct that their confirmation of ownership be transferred to the company via the electronic voting system.

3. An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the voting paper 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 voting papers by mail for payment; their notice regarding voting papers shall also apply to the receipt of position statements.

One or more shareholders holding shares at a rate constituting five percent or more of the total voting rights in the company, as well as anyone who holds such a rate of the total voting rights that are not held by a controlling shareholder in the company as defined in section 268 of the Companies Law ("controlling shareholder"), is entitled by themselves or through a proxy on their behalf, after the convening of the general meeting, to review at the company's office (whose address is specified in section 9 above), during accepted working hours, the voting papers and the voting records via the electronic voting system that reached the company.

The amount of shares constituting 5% of the total voting rights in the company is: 724,284 ordinary shares.

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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 quantity of shares constituting 5% of the total voting rights in the company that are not held by a controlling shareholder is: 222,887 ordinary shares.

.14 After the publication of the voting card, there may be changes to the agenda, including the addition of an item to the agenda, and position statements may also be published. It will be possible to review the updated agenda and position statements in the company's reports on the distribution site.

.15 A request by a shareholder according to Section 66(b) of the Companies Law to include an item on the agenda of the general meeting shall be submitted to the company up to seven days after the summoning of the meeting. If such a request was submitted, it is possible that the item will be added to the agenda and its details will appear on the distribution site. In such a case, the company will publish an amended summoning report not later than seven days after the final date for the submission of a shareholder request to include an item on the agenda, as stated above.

.16 A shareholder shall indicate his voting manner regarding the item on the agenda in the second part of this voting card.

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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.

M. Yohananof and Sons (1988) Ltd.
Voting Card according to the Companies Regulations (Written Voting and Position Statements), 5766-2005
Part Two

Company Name: M. Yohananof and Sons (1988) Ltd. ("the Company").
Company Address (for delivery and mailing of voting cards): Company's offices (c/o Adv. Hezi Sidon), 10 Moti Kind St., Rehovot.
Company Number: 511344186
Meeting Date: May 4, 2026, at 11:00.
Meeting Type: Special General
Record Date: April 6, 2026.

Shareholder Details:
1. Shareholder Name -
2. ID Number -
3. If the shareholder does not have an Israeli ID card -
Passport Number -
Country of issue -
Valid until -
4. If the shareholder is a corporation -
Corporation Number -
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.

Voting Method:

Item No. on Agenda	Subject on Agenda	Voting Method^{1}			Are you a controlling shareholder or have a personal interest in the approval of the compensation policy^{2}
		For	Against	Abstain	Yes	No
3	Approval of granting a special bonus in the amount of NIS 58,000 to the Head of the Legal Department and Company Secretary

Date: ____
Signature: ____

Please specify and detail whether you are (mark V in the appropriate place in the table):

Institutional Investor^{3}	Interested Party^{4}	Senior officer^{5}	I do not belong to these entities

For shareholders holding shares through a TASE member (per Section 177(1) of the Companies Law) - this proxy card is valid only when accompanied by ownership confirmation.

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

Details regarding my being a controlling shareholder in the company or someone on its behalf or having a personal interest in the above decisions that require explanation as stated, which are on the agenda (hereinafter: "Affiliation"), the nature of the affiliation must be detailed:

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 marks "Yes" and does not detail, their vote will not be counted.
3. As defined in Regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Managing Company in a General Meeting), 2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 1994
4. As defined in Section 1 of the Companies Law and including the personal interest of a proxy holder.
5. As defined in Section 34(d) of the Securities Law.

3/30/2026 | 5:41:29 AM