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M.Yochananof and Sons (1988) Ltd. — Proxy Solicitation & Information Statement 2026
May 31, 2026
7119_rns_2026-05-31_b45bc4e5-dee5-4ed1-904e-38703dc1f616.pdf
Proxy Solicitation & Information Statement
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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.
("the Company")
To
May 31, 2026
Securities Authority
Via MAGNA
To
Tel Aviv Stock Exchange Ltd.
Via MAGNA
Subject: Immediate report regarding the convening of an annual and special general meeting of the Company's shareholders
In accordance with the Companies Law, 5759-1999 ("Companies Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Reports Regulations"), the Securities Regulations (Transaction between a Company and its controlling shareholder), 5771-2011 ("controlling shareholders Regulations"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of an Item to the Agenda), 5760-2000 ("Notice and Announcement Regulations"), the Companies Regulations (Written Voting and Position Statements), 5765-2005 ("Voting Regulations") and the Companies Regulations (Proof of Ownership of a Share for Voting at the General Meeting), 5760-2000 ("Proof of Ownership Regulations"), notice is hereby given regarding the summoning of a special general meeting of the Company's shareholders ("the General Meeting"), as detailed in this report below.
- Time and Place of the Meeting
The General Meeting will convene on July 6, 2026, at 11:00 AM, at the Company's offices at 10 Moti Kind St., 6th Floor, Rehovot. Tel. for inquiries: 076-8175717.
- Agenda Items and the Wording of Proposed Resolutions
2.1. Discussion of the Financial Statements and the Board of Directors' Report of the Company as of December 31, 2025
Presentation and discussion of the annual financial statements and the Board of Directors' report on the state of the Company's business for the year ended December 31, 2025.
The Company's Periodic report for 2025 (including the annual financial statements and the Board of Directors' report), which was published on March 31, 2026, can be viewed on the websites of the Securities Authority and the TASE at: www.magna.isa.gov.il and www.maya.tase.co.il, respectively ("the 2025 Periodic report").
2.2. Reappointment of auditing accountant
Reappointment of the accounting firm Ziv Haft - BDO as the auditing accountant/accountants of the Company until the date of the next annual general meeting, and authorizing the Board of Directors to determine its fee.
10 Moti Kind St., Centro Building, Rehovot 7638519 Telephone: 076-8175717
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.
2.3. Reappointment of serving directors (excluding external directors)
To approve the reappointment of Messrs. Yoav Pridor, Eitan Yohananof, Sarit Yohananof, Giora Yohananof, and Eti Langerman as directors in the Company until the next annual general meeting of the Company's shareholders.
It should be noted that Mr. Yoav Pridor was appointed by the Company's Board of Directors to serve as Chairman of the Board, in its decision dated May 31, 2026, and this is effective immediately, in order for the Company to continue to have a Chairman of the Board serving on a regular basis.
Upon the extension of their tenure, Messrs. Yoav Pridor, Giora Yohananof, and Eti Langerman will continue to be entitled to an annual remuneration in accordance with the maximum amount and participation remuneration in accordance with the fixed amount, all in accordance with the provisions of the Companies Regulations (Rules regarding Remuneration and Expenses for an External Director), 5760-2000 ("Remuneration Regulations"), according to the rank to which the Company will be classified from time to time (while the other directors do not receive directors' remuneration, but rather salary for their employment in other roles in the Company, for details see the 2025 Periodic report). Furthermore, each of the directors will continue to be entitled to be included in the Company's directors and officers liability insurance policy and an indemnification undertaking and exemption letter, in accordance with the existing resolutions in the Company and as they may be from time to time and approved by the Company's authorized organs.
The vote regarding each director will be conducted separately.
A signed declaration of competence in accordance with Section 224b of the Companies Law for each of the directors is attached to the meeting summons report. For further details regarding the aforementioned directors, see Regulation 26 of Chapter D of the 2025 Periodic report, and regarding Mr. Pridor, see the voting card attached to this summons report.
2.4. Approval of terms of service and employment of Mordechai Yohananof as a senior consultant
2.4.1. It is proposed to approve the terms of service and employment of Mordechai Yohananof, one of its controlling shareholders, who served as Chairman of its Board of Directors until May 22, 2026, as a senior consultant for a period of up to 3 years by law, starting from May 22, 2026, as detailed in Appendix A to this report.
2.4.2. Names of controlling shareholders and directors who are interested parties in the approval of the transactions and the nature of their personal interest
Directors Eitan Yohananof, Sarit Yohananof, and Giora Yohananof have a personal interest in the approval of the transaction, due to being the children of Mordechai Yohananof.
The controlling shareholders in the Company, Mordechai Yohananof, Eitan Yohananof, Sarit Yohananof, and Heli Yohananof, who as of the date of the report collectively hold approximately $67.92\%$ of the Company's issued capital and voting rights therein, have a personal interest in the engagements brought for the approval of the meeting.
2.4.3 The way in which the consideration was determined
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 terms of the engagements brought for the approval of the General Meeting were approved by the Remuneration Committee and the Company's Board of Directors, with the assistance of an external economic analysis which previously received and examined comparative data on the accepted compensation cost among public companies with similar characteristics to the Company through the performance of a comparative data survey (Benchmark). At the same time, the Company conducted discussions with representatives of institutional holders, for the purpose of adjusting the compensation. The Company's Board of Directors and the Remuneration Committee considered, among other things, the fact that Mr. Yohananof continues to perform the same role he performed prior to the end of his tenure as Chairman of the Company's Board of Directors, minus the powers granted to him as a director and as Chairman of the Board by law and the Company's Articles of Association.
2.4.4 Required approvals and conditions for executing the resolutions
The resolution on the agenda was approved by the Remuneration Committee and the Board of Directors on May 27 and 31, 2026, and is brought before the General Meeting for its approval by the required majority under the Companies Law as detailed in Section 3 below.
2.4.5 Detail of engagements of the type of engagement or a similar engagement, between the Company and the controlling shareholder or in which the controlling shareholder had a personal interest, signed within the two years preceding the date of approval of the transaction by the Board of Directors or which are still in effect at the time of the Board's approval as aforesaid
(a) On December 10, 2024, a special general meeting of the Company approved the terms of service of Mordechai Yohananof as Chairman of the Company's Board of Directors for a period of 18 months, which ended as stated on May 22, 2026. For full details, see the report on summoning and the report on meeting results from December 4 and 12, 2024 (reference numbers 2024-01-622102 and 2024-01-623352, respectively).
(b) For insurance, indemnification, and exemption details which are in effect as of the date of this report, see Section 18 of Chapter D - Additional Details, of the Company's Periodic report for 2025 (reference no. 2026-01-083919).
2.4.6 Reasoning of the Remuneration Committee and the Company's Board of Directors for the resolution
(a) Mr. Mordechai Yohananof, the founder of the Company and the visionary behind its activities in the retail field, has been active for almost four decades, brought the Company to decisive achievements, and the Company views him as a key person. From the date of the Company's establishment until today, Mordechai Yohananof has invested his energy in managing the Company.
(b) The Company's Board of Directors and its management see the continuation of Mr. Yohananof's contribution to the Company as serving the Company's best interests and essential to its operations, among other things, in light of the need to maintain stability in the Company's management ranks, the challenges facing the Company, as well as in light of the Board's satisfaction and high regard for Mr. Yohananof's actions and contribution to the Company's business activities, its achievements, and the attainment of its long-term strategic goals.
(c) The Remuneration Committee and the Company's Board of Directors discussed at length the proposed terms of service and employment of Mordechai Yohananof, including by examining a survey of comparative salary data to the accepted compensation cost
10 Moti Kind St., Centro Building, Rehovot 7638519 Telephone: 076-8175717
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. .
among public companies with similar characteristics to the Company through the performance of a comparative data survey (Benchmark), for the terms of service of CEO subordinates and officers in other companies, and determined that the proposed terms are reasonable and fair, and reflect Mr. Yohananoff's added value to the Company, while noting that he is not entitled to a variable bonus or equity-based compensation.
(d) The Remuneration Committee and the Board of Directors noted that upon changing Mr. Yohananoff's role from active Chairman of the Board to senior consultant, he agreed to a 50% reduction in his salary.
(e) Thanks to Mr. Yohananoff's managerial experience and professional record and his familiarity with the retail market, as well as in light of his activity in the Company over the years, including in the past year, the Remuneration Committee believes that he is expected to make a significant contribution to the Company, its goals, its development, as well as its future business results, and the proposed compensation amount is consistent with his current contribution to the Company's activity and promotion.
(f) The consideration is consistent with the principles of the Company's compensation policy for the salary of officers who are not the Chairman, CEO, or Deputy CEO of the Company.
(g) The terms of the engagement as aforesaid do not constitute a distribution, as defined in the Companies Law.
2.4.7. In the meeting of the Remuneration Committee and at the time the decisions were made to approve the engagement described in this section, all members of the Remuneration Committee participated and voted unanimously in favor: Bracha Litvak, Estery Giliaz-Ran, and Eti Langerman;
2.4.8. In the resolution of the Company's Board of Directors to approve the engagement, all the directors in the Company who do not have a personal interest in approving the resolution participated and voted unanimously in favor: Yoav Pridor, Bracha Litvak, Estery Giliaz-Ran, and Eti Langerman.
3. The Required Majority
3.1. The majority required to approve the resolutions detailed in Sections 2.2 and 2.3 of the agenda is an ordinary majority of the votes of the shareholders entitled to vote and participating in the vote.
3.2. The majority required to approve resolution 2.4 of 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 majority of the votes in the General Meeting shall include a majority of all the votes of the shareholders who do not have a personal interest in the approval of the transaction, participating in the vote; in the count of all the votes of said shareholders, abstaining votes shall not be taken into account;
(b) The total dissenting votes among the shareholders mentioned in sub-section (a) did not exceed two percent (2%) of all the voting rights in the Company.
10 Moti Kind St., Centro Building, Rehovot 7638519 Telephone: 076-8175717
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. .
5/31/2026 | 10:35:18 AM | v1.2.5
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.
4. Notice of Personal Interest
In accordance with the provisions of Section 276 of the Companies Law, a shareholder participating in a vote regarding the decisions detailed above, whether in person or by proxy, shall notify the Company before the vote at the meeting or, if the vote is by a voting paper - on the voting paper by marking in Part B of the voting paper in the designated place, whether he is a controlling shareholder in the company or has a personal interest in the approval of the resolution on the agenda, or otherwise. A shareholder or his proxy who has not notified as stated, shall not vote at the meeting and his 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 time of opening the meeting. A quorum shall be formed at the meeting when two (2) or more shareholders are present, in person or by proxy, 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, same time and same place, without the obligation to notify the shareholders, or to another day, time and place, as 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 two (2) shareholders are present at the opening of the meeting, in person or by proxy, 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 as stated is not present at the adjourned meeting half an hour after the time set for it, the adjourned meeting shall take place with any number of participants.
6. The Record Date, Eligibility to Vote and Proof of Ownership of a Share
6.1. The record date regarding the eligibility of a shareholder 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 June 8, 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 ("TASE") and that share is included among the shares registered in the shareholders' register in the name of the Registration Company ("unregistered shareholder"), who wishes to vote at the meeting, will be required to prove his ownership for the purpose of voting at the meeting. In accordance with the Companies Regulations (Proof of Ownership of a Share for 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 his right to the share is registered, regarding his ownership of the share on the Record Date, in accordance with Form 1 in the addendum 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 he holds his shares, at a branch of the TASE member or by mail to his address for delivery fees only, if requested. A request
10 Moti Kind St., Centro Building, Rehovot 7638519 Phone: 076-8175717
for 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 44ya5 of the Securities Law, 1968 ("Securities Law"), regarding the data of users in the electronic voting system - shall be deemed an ownership certificate for any shareholder included therein.
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.
6.5
The Company's shareholders on the Record Date are entitled to vote at the general meeting in person or through the electronic voting system (as described in section 7 below) or through their proxy, who has been 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 through the Electronic Voting System
An unregistered shareholder may vote at the general meeting regarding the proposed resolutions above, by means of a voting paper that will be transmitted to the Company via the electronic voting system ("Electronic Voting Paper"), which operates according to Part 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 he holds his 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 starting from the end of the Record Date and up to six (6) hours before the time of convening the general meeting, or up to an earlier time to be determined by the Securities Authority, provided it does not exceed 12 hours before the time of convening the meeting ("System Lock Time"), at which time the electronic voting system will be closed. The vote in the electronic voting system will be subject to change or cancellation until the system lock time, and cannot be changed 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, his later vote shall be counted, where for this purpose, a vote by a shareholder in person or through a proxy shall be considered later than a vote through the electronic voting system.
Voting via a Written Voting Paper
Shareholders may vote regarding the resolutions on the agenda as detailed above, among other things, by means of a written voting paper ("the Voting Paper"). The text of the voting paper and position statements (to the extent given) for the said meeting, as defined in section 88 of the Companies Law, can be found on the distribution site of the Securities Authority at: http://www.magna.isa.gov.il ("Distribution Site") and on the TASE website at: http://maya.tase.co.il ("TASE Site").
Any shareholder may contact the Company directly and receive from it the text of the voting paper and position statements. Furthermore,
10 Moti Kind St., Centro Building, Rehovot 7638519 Phone: 076-8175717
A TASE member shall send, free of charge, via email, a link to the text of the voting paper and position statements on the Distribution Site, to any shareholder who is not registered in the shareholders' register and whose shares are registered with that TASE member, unless the shareholder notified that he is not interested in this, provided the notification was given regarding a specific securities account and at a time prior to the Record Date, or that he is interested in receiving the voting papers by mail for delivery fees only.
The voting paper shall be valid for an 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. The voting paper shall be valid for a shareholder registered in the Company's books only if a photocopy of an identity card, passport, or incorporation certificate is attached to it.
Voting via a voting paper, regarding a shareholder who wishes to vote via a voting paper instead of participating in the meeting in person or via a proxy, shall be done on the second part of the voting paper attached to this summoning report, as published on the Distribution Site.
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 voting paper and the documents that must be attached to it as detailed in the voting paper, must be provided to the Company's offices (including via registered mail) accompanied by an Ownership Certificate (and regarding a registered shareholder - accompanied by a photocopy of an identity card, passport, or incorporation certificate, as applicable), up to four (4) hours before the time of convening the meeting. For this purpose, "delivery time" is the time when the voting paper and the documents that must be attached to it arrived at the Company's offices.
The deadline for delivering position statements 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 statements, if and as much as position statements of shareholders are submitted and the board of directors chooses to submit its response to said position statements, is up to five (5) days after the deadline for delivering position statements to the Company by a shareholder.
After the publication of this summoning report, there may be changes to the agenda, including adding an item to the agenda, and the updated agenda can be viewed in the Company's reports published on the Distribution Site.
One or more shareholders, holding at least one percent of the voting rights at the meeting, may request the Company's board of directors to include an item on the meeting's agenda, provided the item is suitable to be discussed at the meeting, according to the determination of the Company's board of directors ("the Additional Item"). Such a request by a shareholder to include such an item on the general meeting's agenda shall be delivered to the Company up to seven (7) days after the summoning of the meeting according to this report. If such a request is submitted, it is possible that the Additional Item will 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 summoning 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 will be clarified that the publication of the updated agenda (which includes the additional items), if updated, does not change the Record Date.
10 Moti Kind St., Centro Building, Rehovot 7638519 Phone: 076-8175717
8. Authority of the Securities Authority
In accordance with regulation 10 of the Controlling Shareholder Regulations, the Securities Authority, or an employee it has authorized for this purpose, is authorized, within twenty-one (21) days from the date of submission of the transaction report, to instruct the Company to provide, within a period it determines, an explanation, detail, information, and documents regarding the engagement that is the subject of the transaction report, and also to instruct the Company on correcting the report in a manner and by a time it determines.
If an instruction to correct the report was given as stated, the Securities Authority may instruct the postponement of the date of the meeting to a date that shall occur no sooner than three (3) business days and no later than thirty-five (35) days from the date of publication of the correction to the transaction report. The Company will submit a correction according to such an instruction by publishing it in an immediate report, and will also publish a notice specifying the date of the general meeting, the fact that a correction to the immediate report was made by instruction of the Securities Authority and the main points of the correction, all unless the Securities Authority has instructed otherwise. If an instruction was given regarding the postponement of the meeting's convening date, the Company will notify of the instruction in an immediate report.
9. Company Representative for handling this report
The Company's representative for handling this report is the Company Secretary, Adv. Chezi Sidon, of 10 Moti Kind Street, Rehovot, telephone number: 076-8170401, fax number: 153-76-8175717.
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.
10. Inspection of Documents
The Company's shareholders will be able to inspect this report and the other documents mentioned therein, as well as the full text of the proposed resolutions on the agenda at the Company's offices, at 10 Moti Kind Street, Rehovot, after prior coordination with Adv. Chezi Sidon at telephone number: 076-8175717, on Sundays through Thursdays (excluding holiday eves and holidays or rest days), during acceptable working hours, and this until the date of the meeting's convening as stated. In addition, this report, the voting paper, and position statements as defined in section 88 of the Companies Law, to the extent provided, can be inspected on the Distribution Site and the TASE Site.
Respectfully yours,
M. Yohananof and Sons (1988) Ltd
Names of Signatories and their titles:
Oz Yosef, CFO
Chezi Sidon, VP, General Counsel and Company Secretary
10 Moti Kind St., Centro Building, Rehovot 7638519 Phone: 076-8175717
5/31/2026 | 10:35:20 AM | v1.2.5
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.
Appendix A - Terms of Tenure and Employment Mordechai Yohananof
Mordechai Yohananof, the company's founder, has served as an active Chairman of the Board since its establishment. On 22.5.26 Mordechai ended his tenure as Chairman of the Board and continues to provide services to the company as a senior consultant, contributing his experience and skills in the same manner as he did as Chairman of the Board of the company, excluding the powers of a director and the Chairman according to the TASE Regulations and the law, and in this framework he will continue to oversee the company's activities, in all departments, advise regarding its current activities as well as regarding occasional transactions, intervene and contribute from his experience in the day-to-day management of the business, including from an operational and commercial perspective, and visiting and supervising the company's facilities and its stores.
Mordechai's terms of tenure reflect a 50% reduction from the conditions to which he was entitled as Chairman of the Board (except for social conditions that continue to apply as an employee of the company).
It is proposed to approve the terms of Mordechai Yohananof as a senior consultant to the company, starting from May 22, 2026, as detailed below:
- Job description: Senior consultant who is also an independent authorized signatory.
- Scope of position: Full-time (100%).
- Period of employment: Up to 3 years according to law.
- Remuneration: Gross monthly salary in the amount of 100 thousand NIS. It is noted that Mr. Yohananof's salary cost is almost identical to the gross salary and embodies a monthly salary in the amount of approximately 102 thousand NIS in terms of cost to the company.
- Additional conditions: 24 annual vacation days, 90 annual sick days and contribution to a study fund as customary in the company (without change from the conditions he had).
- Also entitled to social conditions including pension contributions and severance pay by law.
- Furthermore, subject to the approval of the transactions listed above, he will be entitled to be included in the directors and officers liability insurance policy as customary in the company as well as any additional arrangement regarding the responsibility of officers as customary therein, including the provision of letters of indemnity and exemption.
- Each of the parties will be able to bring this engagement to an end with a 30-day prior notice.
Additional details according to the Sixth Schedule of the proposed reporting regulations, on an annual basis in terms of cost (in thousands of NIS):
| Details of the recipient of remunerations | Remunerations for services | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | Position | Scope of position | Holding percentage in the corporation's capital | Salary* | Bonus | Share-based payment | Management fees | Commission | Other** | |
| Mordechai Yohananof | Senior consultant | 100% | 25.75% | 1,220 | - | - | - | - | - | 1,220 |
10 Motti Kind St., Centro Building, Rehovot 7638519 Telephone: 076-8175717
5/31/2026 | 10:35:21 AM | v1.2.5