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

May 31, 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 Paper according to the Companies Regulations (Proxy Voting and Position Statements), 2005-5766 (hereinafter: "Proxy Voting Regulations")

Part One

1. Company Name

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

1. Type of General Meeting, Time and Place of Convening

Annual and Special General Meeting.

The General Meeting will be held on July 6, 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 July 13, 2026, at the same place and time.

1. Details of the Agenda Items for which Voting is Possible via Proxy

3.1. Reappointment of an Auditing Accountant

Reappointment of the accounting firm Ziv Haft BDO as the Company's auditing accountants until the next Annual General Meeting, and authorizing the Board of Directors to determine their compensation.

3.2. Reappointment of Serving Directors (who are not External Directors)

To approve the reappointment of Messrs. Yoav Pridor, Eitan Yohananof, Sarit Yohananof, Giora Yohananof, and Eti Esther Langermann as directors of the Company until the next Annual General Meeting of the Company's shareholders, including their terms of service as directors as specified in the Meeting Invitation report to which this voting paper is attached.

Details of the directors as required by the Proxy Voting Regulations:

Name	Yoav Pridor
ID Number	022525885
Date of Birth	23.8.1966
Address for Service of Process	10 Moti Kind, Rehovot
Nationality	Israeli
Membership in Board Committees	No
Whether Independent Director / External Director with accounting and financial expertise or professional qualification / Expert External Director	No
Positions held in the corporation, its subsidiary, or an associated company of it or of an interested party therein	None
Date on which term as Director began	31.5.2026
Education	B.A. in Statistics and Sociology and MBA, specialization in Marketing - Tel Aviv University
Occupations in the last five years, including serving as a director	CEO and partner at Be-Der 2 Ltd, independent business strategy consultant (in close cooperation with Strauss Strategy Consulting and Systems Ltd), director at Webs.io Ltd, Be-Der 2 Ltd

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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.

Whether a family member of another interested party in the corporation	No
Whether he is a director whom the company views as having accounting and financial expertise for the purpose of meeting the minimum number determined by the Board of Directors according to Section 92(a)(12) of the Companies Law	No
Name	Eitan Yohananof
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Membership in Board Committee or Committees	No
Year in which term as director of the Company began	2000
Any of the details required under Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, if any change has occurred since the filing of the Company's last periodic report	-
Name	Sarit Yohananof
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Membership in Board Committee or Committees	No
Year in which term as director of the Company began	2006
Any of the details required under Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, if any change has occurred since the filing of the Company's last periodic report	-
Name	Giora Yohananof
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Membership in Board Committee or Committees	No
Year in which term as director of the Company began	2020
Any of the details required under Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, if any change has occurred since the filing of the Company's last periodic report	-
Name	Eti Esther Langermann
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Membership in Board Committee or Committees	Audit Committee, Compensation Committee, Financial Statement Examination Committee
Year in which term as director of the Company began	2019
Any of the details required under Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, if any change has occurred since the filing of the Company's last periodic 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.

3.3. Approval of terms of service and employment of Mordechai Yohananof as a Senior Consultant

Approval of terms of service and employment of Mr. Mordechai Yohananof, one of the controlling shareholders of the Company, as a Senior Consultant for a period of up to 3 years according to law, starting from May 22, 2026, as detailed in the Meeting Invitation report to which this voting paper is attached.

4. The vote for each candidate for director will be conducted separately.

5. The Place and Hours during which the full text of the proposed resolutions can be reviewed

The immediate report published by the Company regarding the Meeting and the voting paper can be reviewed on the Israel Securities Authority distribution site 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 reviewed at the Company's offices at 10 Moti Kind Street, Rehovot, Sunday-Thursday, during accepted working hours

and by prior telephone coordination at: 076-8175717, until the day of the Meeting.

6. The Majority Required to Adopt Resolutions at the General Meeting on Agenda Items for which Voting is Possible via Proxy

6.1

The majority required to approve the resolutions specified in Sections 3.1 and 3.2 above is an ordinary majority of the votes of shareholders entitled to vote and participating in the vote.

6.2

The majority required to approve the resolution specified in Section 3.3 on the agenda is an ordinary majority of the votes of shareholders entitled to vote and participating in the vote, provided that one of the following is met:

(a) The majority count at the General Meeting shall include a majority of all votes of shareholders who do not have a personal interest in the approval of the transaction, participating in the vote; abstaining votes shall not be taken into account in the count of all the aforementioned shareholders' votes;

(b) The total dissenting votes among the shareholders mentioned in sub-section (a) did not exceed a rate of two percent (2%) of the total voting rights in the Company.

7. Indication of Shareholder Affiliation

A shareholder participating in the vote shall mark in the second part of this voting paper, in the designated place, whether they are a controlling shareholder, an interested party, or have a personal interest in the approval of the appointment, and shall also disclose if they are a senior officer or an institutional investor, and describe the nature of the affiliation and/or personal interest as mentioned above, to the extent they exist. The vote of a shareholder who did not mark as stated or marked "Yes" but did not provide a description as stated, shall not be counted.

8. Validity of the Voting Paper

8.1

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

8.2

The voting paper must be delivered to the Company or sent by registered mail with ownership confirmation, so that it reaches its registered office no later than four (4) hours before the time of convening the General Meeting.

9. 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 may provide a voting paper to the Company via the electronic voting system, as detailed in Section 7 of the Invitation Report. The system closing time is six (6) hours before the meeting time; the voting paper must be provided to the Company by this time.

10. Company Address for Delivering Voting Papers and Position Statements

Company's offices, 10 Moti Kind Street, Rehovot, Attn: Adv. Hezi Sidon.

11. The Last Date for Submitting Position Statements to the Company by Shareholders and the Last Date for Submitting the Board's Response to the Position Statements

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

The last date for submitting the Board's response to position statements is up to five (5) days after the last date for shareholders to submit position statements to the Company.

12. The address of the Securities Authority distribution site and the Stock Exchange website where voting papers and position statements can be found

The internet addresses of the Israel 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: Israel Securities Authority distribution site: http://www.magna.isa.gov.il ("Distribution Site"). Tel Aviv Stock Exchange Ltd. website: http://maya.tase.co.il.

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

14. An unregistered shareholder is entitled to receive, via email and 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 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 receiving 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 holding such a rate of the total voting rights not held by a controlling shareholder of 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 mentioned in Section 10 above), during accepted working hours, the voting papers and 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 724,393 ordinary shares. The amount of shares constituting 5% of the total voting rights in the Company not held by a controlling shareholder is 228,938 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.

1. After the publication of the voting paper, there may be changes in the agenda, including the addition of an item to the agenda, and position statements may be published. The updated agenda and position statements can be reviewed in the Company's reports on the Distribution Site.

2. 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 meeting invitation. If such a request is submitted, the item may be added to the agenda and its details will appear on the Distribution Site. In such a case, the Company will publish an amended invitation report no later than seven days after the last date for a shareholder to submit a request for the inclusion of an item on the agenda, as mentioned above.

A shareholder shall indicate their voting manner regarding the agenda item in the second part of this voting paper.

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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 & Sons (1988) Ltd.

Voting paper according to the Companies Regulations (Written Voting and Position Statements), 5766-2005

Part Two

Company Name: M. Yohananof & Sons (1988) Ltd. ("the Company").

Company Address (for delivery and mailing of voting papers): Company offices (Attn: Adv. Hezi Sidon), 10 Moti Kind Street, Rehovot.

Company Number: 511344186

Meeting Date: July 6, 2026, at 11:00.

Meeting Type: Special General Meeting

Record Date: June 8, 2026.

Shareholder Details:

1. Name of Shareholder -
2. Identity Number -
3. If the shareholder does not have an Israeli identity card -
   Passport Number -
   Country of Issuance -
   Valid Until -
4. If the shareholder is a corporation -
   Corporation Number -
   Country of Incorporation -

Voting Method:

Agenda Item No.	Agenda Item	Voting Method1			Do you have a personal interest in approving the transaction2
		For	Against	Abstain	Yes	No
3.1	Reappointment of the accountants firm Ziv Haft BDO as the auditing accountants of the Company until the date of the next Annual General Meeting, and authorizing the Board of Directors to determine their compensation				N/A	N/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.

Agenda Item No.	Agenda Item	Voting Method1			Do you have a personal interest in approving the transaction2
		For	Against	Abstain	Yes	No
3.2	Reappointment of the Chairman of the Board Mr. Yoav Pridor for an additional term as director until the date of the next Annual Meeting.				N/A	N/A
3.2	Reappointment of Mr. Eitan Yohananoff for an additional term as director until the date of the next Annual Meeting.				N/A	N/A
3.2	Reappointment of Ms. Sarit Yohananoff for an additional term as director until the date of the next Annual Meeting.				N/A	N/A
3.2	Reappointment of Mr. Giora Yohananoff for an additional term as director until the date of the next Annual Meeting.				N/A	N/A
3.2	Reappointment of Ms. Eti Esther Langerman for an additional term as director until the date of the next Annual Meeting.				N/A	N/A
3.3	Approval of terms of service and employment for Mordechai Yohananoff, one of the controlling shareholders in the Company, as a senior advisor

Date: ____
Signature: ____

1. No marking will be considered an abstention from voting on that same topic.
2. A shareholder who does not fill in this column or who marks "Yes" and does not specify, their vote will not be counted.

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

Institutional Investora3	Interested Party4	Senior Officer5	I am not among these entities

For shareholders holding shares through a TASE member (per section 177(1) of the Companies Law) - this voting paper is valid only when accompanied by a certificate of ownership.

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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.

For shareholders registered in the Company's shareholder register - this voting paper is valid when accompanied by a copy of identity card/passport/incorporation certificate.

Details regarding my being a controlling shareholder in the Company or someone on their behalf or a person with a personal interest in the above decisions that require explanation as stated, on the agenda (hereinafter: "Affiliation"), please specify the nature of the affiliation:

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4 As defined in Regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Managing Company in a General Meeting), 5769-2009, and also a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 5754-1994

4 As defined in section 1 of the Companies Law and including the personal interest of a proxy.

5 As defined in section 34(d) of the Securities Law.