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.

Danel (Adir Yehoshua) Ltd.
("the Company")

To
Securities Authority
Via MAGNA

July 16, 2026

To
The Tel-Aviv Stock Exchange Ltd.
Via MAGNA

Subject: Immediate report regarding the convening of a special general meeting of the Company and a material private offering report

In accordance with the Companies Law, 5759-1999 ("the Companies Law"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000, the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Voting in Writing Regulations"), the Securities Regulations (Periodic reports and Immediate Reports), 5730-1970 ("Reports Regulations") and the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000 ("Private Offering Regulations"), the Company hereby announces the convening of a special general meeting of the Company's shareholders ("the Meeting"), to be held on Thursday, August 20, 2026, at 10:30 at the Company's offices, at 12 Abba Hillel St., (Floor 3, Ayalon Insurance House), Ramat Gan ("the Company's offices").

Part A - Special General Meeting

The items on the Meeting's agenda and summary of proposed resolutions

Approval of an updated compensation policy for the Company

For further details regarding the proposed updated compensation policy, see Part B of the Meeting's summoning report.

Proposed resolution text: To approve the updated compensation policy for the officers in the Company in accordance with Section 267A of the Companies Law, in the version attached as Appendix A to this report, for a period of three (3) years, starting from June 22, 2026.

Approval of terms of tenure and employment of the Company's CEO, Mr. Oren Levi

For further details regarding the proposed terms of tenure and employment of Mr. Levi, including regarding the warrants proposed to him and their terms, see Part C of the Meeting's summoning report.

Proposed resolution text: To approve the terms of tenure and employment of the Company's CEO, Mr. Oren Levi, effective from his employment commencement date at the Company on May 3, 2026, including the granting of the warrants proposed to Mr. Levi, subject to the approval of the proposed compensation policy above.

Update of engagement terms with Prof. Racheli Magnezi, a director in the Company, for providing director services in Enaim Group companies

For further details regarding the proposed update in the engagement terms of the Company with Prof. Racheli Magnezi, a director in the Company, see Part D of the Meeting's summoning report.

Proposed resolution text: To approve the update of engagement terms with Prof. Racheli Magnezi for providing director services in Enaim Group companies, such that the monthly consulting fees paid to her by the Company, in the amount of 5,000 NIS, plus VAT as required by law, will be linked to the Consumer Price Index starting from the date of approval by the General Meeting.

Part B - Additional details in connection with Item 1 on the agenda

^{}[] 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. .

Below are details regarding the proposed resolution in Item 1 of the Meeting's agenda - approval of an updated compensation policy for the Company.

4.1 General

4.1.1 On June 22, 2023, the Company's General Meeting approved the compensation policy for officers in the Company ("the previous compensation policy"). According to the provisions of Section 267A of the Companies Law, the validity of the compensation policy is for three (3) years, namely - until June 21, 2026.

4.1.2 With the passage of three (3) years from the date the previous compensation policy came into effect, the Compensation Committee in its meetings on June 25, 2026, and June 28, 2026, after examining the Company's previous compensation policy, the proposed updates, and the development of its business, profitability, and financial stability, recommended to the Company's Board of Directors, in accordance with the provisions of the law, to adopt an updated compensation policy ("the updated compensation policy" or "the Policy"). The updated compensation policy was approved by the Company's Board of Directors on July 16, 2026, and is brought for the Meeting's approval as detailed in this summoning report, in accordance with Section 267A of the Companies Law and as detailed below.

4.1.3 As a rule, in the updated compensation policy there is no material change in the principles that formed the basis of the previous compensation policy, but rather the proposed changes are intended to establish a sufficiently broad framework that will allow the Compensation Committee, the Board of Directors, and the Company's CEO, as applicable, to determine for each of the officers a personal compensation plan, according to the Company's needs and in alignment with the best interests of the Company, its employees, and its shareholders, and the overall long-term strategy of the Company, all subject to the updated compensation policy and the provisions of the Companies Law.

4.1.4 The ratio between the cost of tenure and employment terms of the officers to the salary cost of the rest of the Company's employees employed by the Company, and in particular the ratio to the average salary and the median salary of such employees and the effect of the gaps on labor relations in the Company, is detailed in Section 2.2.3 of the updated compensation policy ("the Ratio").

4.1.5 As part of the process of formulating the updated compensation policy, representatives of the Company's management appeared before the Compensation Committee and the Board of Directors. Furthermore, a comparative research study prepared by Mor Economic Solutions Ltd. was presented to the Compensation Committee and the Board of Directors, which presents comparative data regarding officers in similar roles in companies with similar activity characteristics, revenue turnover, and market value, in order to examine the reasonableness of the compensation and the ratio between the variable components and the fixed components.

4.1.6 The provisions of the updated compensation policy apply only to officers and those who will be employees of the Company and/or independent contractors providing it services.

4.1.7 The updated compensation policy is intended to encourage and maintain the continued employment of officers in the Company, as well as to enable the recruitment of new officers who can contribute to the Company, to the values of excellence and integrity that it has championed, to promote its business goals, and to strictly maintain standards

of high corporate governance which serves as a guiding light, all this, while maintaining an appropriate connection between the Company's performance and the salary and compensation granted to the officers.

4.1.8. The updated compensation policy is for a period of three (3) years, starting from June 22, 2026.

4.2. Main changes between the previous compensation policy and the updated compensation policy

The proposed changes are intended to establish a sufficiently broad framework that will allow the Compensation Committee, the Board of Directors, and the Company's CEO, as applicable, to determine for each of the officers a personal compensation plan, according to the Company's needs and in alignment with the best interests of the Company, its employees, its shareholders, and the Company's overall long-term strategy. The updated compensation policy is based, similar to the previous compensation policy, on the following main compensation components: fixed component, social and ancillary benefits, variable component (measurable and discretionary bonuses), equity component, insurance arrangements, exemption, and indemnity.

Below is a summary of the main changes that occurred in the updated compensation policy compared to the previous compensation policy (components in which no material change occurred are not mentioned):

4.2.1. Labor relations in the Company:

Below is a comparative table between the average and median salary ceiling ratios for officers in the Company in the previous compensation policy compared to the updated compensation policy:

	Previous Compensation Policy	Updated Compensation Policy	Previous Compensation Policy	Updated Compensation Policy
Role	Ratio to average salary		Ratio to median salary
Active Chairman of the Board (*)	37.5	31	42.5	36
CEO	42	44	48	51
Other officers	19	30	22	35

(*) The ratios in the updated compensation policy reflect a $100\%$ position, while in the previous compensation policy the ratios reflected only a $40\%$ position and therefore, for the comparison to be relevant and refer to the same data, the description in the table in the 'Previous Compensation Policy' column was corrected to a $100\%$ position.

4.2.2. Basic fixed payment:

Below is a comparative table between the base salary ceilings for officers in the previous compensation policy compared to the updated compensation policy:

Role	Previous Compensation Policy	Updated Compensation Policy (*)
Active Chairman of the Board	Up to 150,000 NIS per month	No change
CEO	Up to 105,450 NIS per month	Up to 125,000 NIS per month
VP or other officer who is not a director	Up to 70,000 NIS per month	Up to 93,750 NIS per month

(*) The aforementioned amounts will be linked to the rate of increase in the Consumer Price Index for the month of May 2026 as published on June 15, 2026.

4.2.3. Variable compensation:

The ceilings of the variable components for the Company's officers were updated as detailed in the table below:

Role	Previous Compensation Policy			Updated Compensation Policy
	Variable Components			Variable Components
	Annual bonus (including discretionary bonus)	Special bonus**	Equity compensation*	Annual bonus (including discretionary bonus)	Special bonus**	Equity compensation*
Active Chairman of the Board	Amount equal to up to 6 times monthly employment cost (without discretionary bonus)	Up to an amount of 250 thousand NIS	Up to an amount of 1,700 thousand NIS for each vesting year	No change	No change	No change
CEO	Up to an amount of 1,700 thousand NIS, of which up to 3 times monthly employment cost for a discretionary bonus	Up to an amount of 250 thousand NIS	Amount equal to up to 7 times monthly employment cost for each vesting year	Up to an amount of 14 times the monthly base salary, of which up to 3 times monthly employment cost for a discretionary bonus	No change	Up to an amount of 1,300 thousand NIS for each vesting year
VP or other officer who is not a director	Up to an amount of 850 thousand NIS, of which up to 3 times monthly employment cost or up to 25% of the total 850 thousand NIS, whichever is higher, for a discretionary bonus	Up to an amount of 250 thousand NIS	Amount equal to up to 9 times monthly employment cost¹ for each vesting year	Up to an amount of 12 times the monthly base salary, of which up to 3 times monthly employment cost for a discretionary bonus	No change	Amount equal to up to 5 times monthly employment cost for each vesting year
Director	-	-	Up to an amount equal to 50% of the directors' compensation cost paid to that director in the preceding calendar year	No change	No change	No change

¹ Monthly employment cost for the purpose of calculating the equity bonus ceiling will also include the maximum annual bonus that can be granted to that officer when divided by 12 months.

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For the grant approval date² per each vesting year

4.2.4. Variable Components

Section 5.3.1.5 of the Updated Remuneration Policy – disclosure was added regarding the authority of the Remuneration Committee, the Company's Board of Directors, and the General Meeting of the Company's shareholders to approve a discretionary grant and/or a special grant for an active Chairman of the Board.

4.2.5. Equity-Based Remuneration

Section 5.3.3 of the Updated Remuneration Policy – inclusion of 'RSU' in the list of securities included in the framework of equity-based remuneration to be granted by the Company to its officers.

4.3. Implementation Manner of the Previous Remuneration Policy

4.3.1. Throughout the period of the Company's previous remuneration policy, the Company fully implemented the previous remuneration policy and did not deviate from it.
4.3.2. Below is the ratio between the ceilings set in the previous remuneration policy and the remuneration actually paid to the Company's previous CEO and the Chairman of the Board of the Company in 2025, broken down by the relevant remuneration components:

Name	Position	Remuneration ceilings set in the previous remuneration policy (in NIS thousands)		Remuneration actually paid (in NIS thousands)		Ratio (%) between the ceiling in the previous remuneration policy and actual remuneration
Name	Position	Fixed	Variable*	Fixed	Variable
Sigal Regev	Chairman of the Board**	1,800	2,600	1,668	1,830	80%
Dudu Mizrahi	Former CEO of the Company	1,764	2,871	1,697	2,760	96%

Annual grant as well as share-based remuneration.
** Based on a 100% position.

4.3.3. All employment agreements and/or services agreements that are in effect as of the publication date of this report, to which the Company is a party, comply with the previous remuneration policy.
4.3.4. The Company is not a public granddaughter company, as this term is defined in the Companies Law.

2 For the purpose of calculating the annual remuneration - as far as a director is concerned, who did not serve as a director in the Company for a full year in the calendar year preceding the date of approval of the grant, the full remuneration paid to him for the previous year will be divided by the number of months in which he served as a director in the Company in that year and the result will be multiplied by 12; as far as a director is concerned, who did not serve as a director in the Company at all in the calendar year preceding the date of approval of the grant, the average annual remuneration paid to similar directors will be taken (considering the type of director - external / independent / regular, and considering membership in committees).

4.4. Summary of the reasons of the Remuneration Committee and the Board of Directors for approving the updated remuneration policy

Below is a summary of the reasons of the Remuneration Committee and the Board of Directors of the Company in determining and approving the updated remuneration policy:

4.4.1. The updated remuneration policy is designed to assist in achieving the Company's goals, its work plans, and its policy from a long-term perspective, and inter alia, with the aim that:

4.4.1.1. Informed, appropriate, and fair remuneration will be provided to the officers in the Company, considering their role and areas of responsibility.

4.4.1.2. The Company will be able to recruit and retain high-quality senior managers of a high standard, possessing specific professional knowledge and unique expertise, with the ability to lead the Company to business success and face the challenges ahead of it.

4.4.1.3. The remuneration of the officers will correspond, inter alia, to the size of the Company and the nature of its activities.

4.4.2. The updated remuneration policy is designed to maintain the appropriate balance between the Company's overall organizational view and its goals, as determined from time to time, and the creation of a system of appropriate incentives for the recruitment and retention of high-quality managerial personnel in senior management positions for the long term, which is necessary for the Company's continued business development and success.

4.4.3. The updated policy is based on the principles that were at the basis of the previous remuneration policy, while adapting it to developments in the topics covered by the policy as well as requested changes regarding the update of employment agreements for some of the officers in the Company.

4.4.4. In formulating the updated remuneration policy, inter alia, the levels of remuneration and employment conditions for officers that were customary in the Company in previous years were considered. It should be noted in this context that the group of officers in the Company is a relatively small group consisting of officers with unique expertise and extensive experience in their specific field of occupation.

4.4.5. During the period that has passed since the approval of the previous remuneration policy, developments and growth in the scope of the Company's activity occurred, and the Company is also working to continue expanding its business activity. Considering the growth and developments that have occurred in the Company and the Company's growth and expansion goals for the coming years, the need for retaining and recruiting high-quality employees and officers with experience, skills, and professional expertise that will support these goals and contribute to their achievement has strengthened.

4.4.6. In updating the remuneration policy, the degree of adaptation of the updated remuneration policy conditions to market conditions was also examined, considering the size of the Company and its fields of activity, for the purpose of examining and evaluating the fairness and reasonableness of the updated remuneration policy conditions, inter alia, based on a comparison work prepared by Mor Economic Solutions Ltd. ("the External Consultant"). The remuneration terms are in line with comparative data regarding remuneration of officers in public companies similar to the Company, in their activity characteristics and size, based on comparative data conducted by the external consultant.

4.4.7.

The updated remuneration policy does not grant rights to the officers in the Company and there will be no vested right for officers, by virtue of the very adoption of the policy, to receive any of the remuneration components detailed in the policy. The remuneration components to which the officer will be entitled will be only those that have been/will be approved specifically for him by the authorized organs in the Company by law.

4.4.8. The updated remuneration policy was determined after the scope of the Company's activity and the business environment in which it operates were considered by the Remuneration Committee and the Board of Directors, as well as the managerial attention required from the various officers therein, the promotion of its goals, its work plans, and its policy, all from a long-term perspective and while creating an appropriate balance between the desire to incentive and retain the officers in the Company and the need for the remuneration to be consistent with the best interest of the Company and the shareholders.

4.4.9. The updated remuneration policy is appropriate for the financial and business situation of the Company.

4.4.10. The members of the Remuneration Committee and the Board of Directors are of the opinion that the ratio, as defined above, is reasonable and is not expected to have an impact on labor relations in the Company.

4.4.11. In light of all the above and in light of the totality of the data presented to the members of the Remuneration Committee and the members of the Board of Directors, considering the Company's goals, its plans and its policy from a long-term perspective, its size and the nature of its activity, the need to create appropriate incentives for officers in the Company, and also considering the contribution of each officer to achieving the Company's goals and maximizing its targets from a long-term perspective, the members of the Remuneration Committee and the members of the Board of Directors believe that the updated remuneration policy is reasonable, appropriate, and consistent with the Company's best interest.

4.5. Required Approvals; Names of the Directors who participated in the meetings of the Remuneration Committee and the Board of Directors

4.5.1. In the meetings of the Remuneration Committee of the Company from June 25, 2026, and June 28, 2026, in which Messrs.: Gil Oren, Riki Granot, Lior Mor, Dr. Tal Perluk, and Iris Beck-Codner participated, the updated remuneration policy was discussed and a decision was made to recommend to the Company's Board of Directors to approve it.

4.5.2. In accordance with the recommendation of the Remuneration Committee, at the meeting of the Company's Board of Directors on July 16, 2026, in which Messrs.: Sigal Regev, Lior Mor, Gil Oren, Riki Granot, Amit Ron, Prof. Racheli Magnezi, Dr. Tal Perluk, Iris Beck-Codner, and Doron Debby participated, the updated remuneration policy was approved.

4.5.3. The updated remuneration policy requires the approval of the General Meeting of the Company, which is hereby convened in this report.

4.5.4. In accordance with Section 267A(c) of the Companies Law, the Board of Directors shall be entitled to approve the updated remuneration policy even if the Meeting objects to its approval, as long as the Remuneration Committee and thereafter the Board of Directors decide, based on detailed reasons and after re-discussing the policy, that the approval of the policy, despite the Meeting's objection, is for the benefit of the Company. It should be noted that the Company is not a public granddaughter company, as this term is defined in Section 267A(c) of the Companies Law.

4.6. Names of the directors with a personal interest in approving the updated remuneration policy and the nature of the personal interest

The updated remuneration policy determines, inter alia, the remuneration of the directors, including the Chairman of the Board, and therefore all directors in the Company may have a personal interest in the approval of the updated remuneration policy. In accordance with the provisions of Section 278(b) of the Companies Law, all members of the Board of Directors are entitled to participate in the vote on this matter.

Part C - Additional details regarding item 2 on the agenda

Below are details regarding the proposed resolution in Section 2 of the Meeting's agenda - approval of the terms of office and employment of Mr. Oren Levy, the Company's CEO, including the allocation of warrants exercisable into Company shares, as detailed below.

5.1. On March 23, 2026, the Company's Board of Directors appointed Mr. Oren Levy to the position of Company CEO, starting from May 3, 2026 ("the Appointment Date").

5.2. On April 16, 2026, the Remuneration Committee approved and on April 19, 2026, the Company's Board of Directors approved the terms of his office and employment of Mr. Levy, in accordance with Regulation 4B1 of the Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000 ("the Relief Regulations"), until the approval of the Company's shareholders of the terms of office and employment of Mr. Levy at the upcoming shareholders' meeting. Within this framework, the Remuneration Committee and the Board of Directors approved that the terms of office and employment of Mr. Levy comply with the Company's previous remuneration policy and that they are not more beneficial than the terms of office and employment of the person who previously served in the position. The terms of his office and employment also comply with the updated remuneration policy (subject to the approval of the General Meeting as stated in this call).

5.3. The main terms of the employment agreement with Mr. Levy are described below:

5.3.1. Validity of the Agreement and its Termination: The employment agreement entered into force on May 3, 2026, for an indefinite period, subject to the parties' right to terminate the engagement with 6 months' prior notice. The Company will be entitled to waive the actual work of the CEO during the prior notice period, provided that it pays him the prior notice fee that would have been paid to him had he worked, including ancillary benefits. In the event of standard exceptions, the Company will be able to terminate the engagement without prior notice.

5.3.2. Salary and Social and Ancillary Benefits: The CEO's monthly salary will be NIS 110,000 (gross), indexed to the Consumer Price Index for March 2026.

5.3.3. Vacation Days, Convalescence Days, and Sick Pay: Mr. Levy will be entitled to 25 vacation days per year, 10 convalescence days, and sick pay by law from the first day of absence, in addition to pension contributions, severance pay payment, and a study fund as customary. The Company will provide Mr. Levy with a vehicle with a purchase value of up to NIS 450,000.

5.3.4. Annual Grant: Mr. Levy will be entitled to an annual grant for the year 2026 which will be derived from the Company's operating profit (as this term is defined below), provided that the amount of the annual grant actually paid does not exceed a total of 12 gross salaries ("the Annual Grant"), similar to the mechanism set for the previous CEO, whereas the grant for Mr. Levy's employment period in 2026 is short.

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higher, will be calculated proportionally based on the employment period in 2026 (thus for employment from May 2026 until the end of 2026 – up to 8 gross salaries):

The CEO's annual bonus will be paid according to tiers, as follows (and as stated, Mr. Levi will be entitled to a bonus in a proportional amount according to the employment period in 2026)³:

Up to an operating profit of NIS 117.9 million, Mr. Levi will not be entitled to any bonus;
For operating profit exceeding NIS 117.9 million and up to NIS 153.3 million, Mr. Levi will be entitled to a bonus at the rate of 3.5% of the operating profit above NIS 117.9 million;
For operating profit exceeding NIS 153.3 million and up to NIS 200.4 million, Mr. Levi will be entitled to a bonus at the rate of 5.25% of the operating profit above NIS 153.3 million;
For operating profit exceeding NIS 200.4 million, Mr. Levi will be entitled to a bonus at the rate of 7% of the operating profit.

Provided that the return on equity (ROE) is between 15% - 25%, as follows:

For a year in which the annual return on equity is at a rate of up to 15%, Mr. Levi will not be entitled to an annual bonus;
For a year in which the annual return on equity is at a rate of between 15% - 25% - Mr. Levi will be entitled to a proportional part of the annual bonus, such that if the ROE stands at, for example, 20%, he will be entitled to 50% of the annual bonus amount he is entitled to according to the annual bonus mechanism; if the ROE stands at 22.5%, for example, he will be entitled to 75% of the annual bonus amount he is entitled to according to the annual bonus mechanism; if the ROE stands at, for example, 25%, he will be entitled to 100% of the annual bonus amount he is entitled to according to the annual bonus mechanism.

"Operating Profit" - means operating profit (profit from operations) based on the audited annual consolidated financial reports of the Company in the relevant year, neutralizing the effect of post-tax profit or loss originating from accounting revaluation of non-current and non-monetary asset items, and neutralizing post-tax profit or loss originating from special activity that is not part of the Company's ordinary course of business (amounts recorded under other expense items will be considered special activity not in the ordinary course of business). It will be clarified that operating profit from operations is after expenses for bonuses.

³ As part of the annual bonus mechanism, it was determined that the operating profit tiers used for calculating the annual bonus will increase each year by 10% relative to the operating profit tiers as they were in the preceding year. For example, the first operating profit tier for the Company's CEO that entitles to an annual bonus for the year 2027 will be NIS 107.2 million instead of NIS 97.4 million for the year 2026.

5.3.5. Adjustment Period: In the event of termination of the employment relationship between the parties, the CEO will be entitled to 3 adjustment months if at the time of termination he worked for the Company for less than 5 years, and to 6 adjustment months if at the time of termination he worked for the Company for more than 5 years. The adjustment period will be considered an employment period and all provisions and ancillary conditions to which Mr. Levi is entitled during his employment period with the Company will apply to it.

5.3.6. Exemption. Indemnification and Insurance: Mr. Levi will be granted an exemption and indemnification letter as customary in the Company, in the version existing in the Company regarding all officers and directors. Furthermore, Mr. Levi is entitled to directors' and officers' liability insurance as is customary in the Company.

5.4. Allocation of Warrants:

Mr. Levi will be granted warrants for the Company's shares in accordance with the Company's share allocation plan as stated below. Below are details, among others, according to the Private Placement Regulations, regarding the offer to grant Mr. Levi 33,043 warrants exercisable for up to 33,043 ordinary shares of the Company of NIS 1 par value each, as a material private placement (as defined in the Private Placement Regulations):

5.4.1. The Offeree

The offeree is Mr. Oren Levi (in this Section 5, "the Offeree"), who serves as the CEO of the Company as of the appointment date, and is an officer of the Company. An employer-employee relationship exists between the Offeree and the Company.

5.4.2. Interested Party

To the best of the Company's knowledge, as of the date of this summons, the Offeree is not an interested party in the Company, as the term is defined in Section 270(5) of the Companies Law, and will not become an interested party as a result of performing this private placement.

5.4.3. Terms of the Offered Securities, their Quantity and Terms

5.4.3.1. The Company will grant the Offeree, for no consideration, the warrants, exercisable for up to 33,043 ordinary shares, registered by name, of NIS 1 par value of the Company ("Exercise Shares").

5.4.3.2. The Exercise Shares will constitute, subject to the exercise of all warrants, approximately 0.52% of the issued and paid-up share capital of the Company and 0.53% of the voting rights therein, and approximately 0.51% of the issued and paid-up share capital of the Company and 0.52% of the voting rights therein, on a fully diluted basis.

5.4.3.3. The Exercise Shares will be identical in their terms in every respect and matter to the terms of the existing shares of the Company listed for trading on the Tel-Aviv Stock Exchange Ltd. ("TASE"), and they will entitle the Offeree, assuming the warrants are exercised (all or part), to all the rights accompanying them, where the record date for the right to receive them is from the date of allocation of the Exercise Shares onwards.

5.4.3.4. The Exercise Shares will be issued for the Offeree, to the extent he exercises the warrants (all or part), and will be registered in the name of Mizrahi Tefahot Registration Company Ltd. The Exercise Shares will be listed for trading on the TASE near the date of their issuance. The Company will maintain in its registered and unissued capital a sufficient quantity of ordinary shares to ensure the Offeree's right of exercise.

10 -

5.4.3.5. The warrants will be granted to the Offeree in accordance with the provisions of the Company's warrants plan ("The Plan"), and according to Section 102 of the Income Tax Ordinance [New Version], in the capital gains track and subject to receiving the approvals listed in Section 5.4.9 below.

5.4.3.6. The grant of warrants to the Offeree and its terms comply with the previous and updated compensation policy proposed for approval in this summons.

5.4.3.7. Each warrant will be exercisable for one ordinary share against a cash payment in an amount equal to NIS 485, subject to the adjustments detailed in Section 5.4.4 below ("The Exercise Price").

Alternatively, the Offeree shall be entitled, at his sole discretion, to exercise the warrants by way of Cashless, in accordance with the mechanism detailed below:

The day on which the Offeree delivers a notice of exercise of the warrants shall be called: "The Exercise Date".

5.4.3.8. Upon receipt of the exercise notice of the warrants by the Offeree, the Company will calculate the difference between:

(A) The average obtained from the closing prices on the TASE of the Company's share during a period of 30 trading days preceding the date of the exercise notice ("The Determining Price"), multiplied by the number of warrants for which the exercise notice was given, and -

(B) The Exercise Price multiplied by the number of warrants for which the exercise notice was given.

This difference will constitute the financial benefit amount resulting to the Offeree on the Exercise Date ("The Financial Benefit Amount").

5.4.3.9. Up to 5 business days after the exercise notice, the Company will allocate to the Offeree a quantity of shares equal to the quotient obtained from dividing the Financial Benefit Amount by the Adjusted Determining Price ("The Adjusted Determining Price") is the Determining Price less the par value of the Company share or less a total of 30 agorot per share, whichever is higher) ("The Formula for Calculating the Quantity of Allocated Shares").

Any fraction of a share resulting from the Formula for Calculating the Quantity of Allocated Shares will be rounded to the nearest whole share (upwards or downwards, as applicable).

5.4.3.10. In accordance with this mechanism, upon exercise of the warrants, the full shares resulting from the exercise of the warrants will not be allocated to the Offeree, but only shares in the quantity obtained from the Formula for Calculating the Quantity of Allocated Shares. Parallel to the allocation of the shares, and as a condition for their allocation, the Offeree will transfer to the credit of the Company an amount equal to the par value of the Company share or an amount equal to 30 agorot per share, whichever is higher, multiplied by the number of shares that will be allocated for him ("The Payment for the Shares"). Except for the Payment for the Shares (which is not index-linked), no additional costs will be imposed on the Offeree for the exercise of the warrants and the allocation of the shares (except for taxation arrangements and other arrangements regarding the transfer of shares to the Offeree as set forth in the Plan).

5.4.3.11. The warrants will vest and be exercisable on the following dates and provided that at the time of vesting, the Offeree serves in a position in the Company and/or in a subsidiary and/or in its related companies:

5.4.3.11.1 1/3 of the quantity of warrants will be exercisable starting from the lapse of 12 months from the appointment date.

5.4.3.11.2 1/3 of the quantity of warrants will be exercisable starting from the lapse of 24 months from the appointment date.

5.4.3.11.3 1/3 of the quantity of warrants will be exercisable starting from the lapse of 36 months from the appointment date.

5.4.3.12 The warrants will expire if not exercised into shares previously ("Expiry Date"), on the earlier of:

5.4.3.12.1 At the end of 5 years from the appointment date.

5.4.3.12.2 On the date of the occurrence of the termination of relations (as the term is defined below).

5.4.3.13 Should the Offeree cease to serve as an officer and/or be an employee of the Company and/or its subsidiaries and/or its related companies after the eligibility dates for exercising warrants into shares ("Termination of Relations"), his eligibility to receive warrants for

which the eligibility date for receipt has not yet arrived as of the date of Termination of Relations will expire.

"Date of Termination of Relations" means the actual day of the end of the relations.

5.4.3.14 The warrants will expire for all intents and purposes on the Expiry Date in accordance with what is stated in this section, unless the Expiry Date is extended by the Board of Directors or in accordance with the Plan (subject to obtaining all approvals required by law). After their expiration, the warrants will not grant any right whatsoever to the Offeree who held them or was entitled to them, on the eve of said expiration.

5.4.3.15 Without prejudice to the above, warrants that are not exercised by the Expiry Date, inclusive, will expire, be cancelled, and will not grant the Offeree any right whatsoever, including the right to any payment.

5.4.3.16 Warrants that have been exercised will be considered cancelled starting from the date of allocation of the Exercise Shares in respect thereof.

5.4.3.17 In the event of Termination of Relations without "Cause" (as defined in the Plan), and/or under circumstances that if he was fired for or if he would have been fired by the Company for he would be entitled to severance pay, the Offeree will have the right to exercise the warrants he was entitled to exercise in accordance with the eligibility dates and provided they have not yet expired, for a period of 90 days after the date of Termination of Relations, or until the Expiry Date of said warrants, whichever is earlier. For the avoidance of doubt, in the case of Termination of Relations due to "Cause" and/or under circumstances that if he was fired for or if he would have been fired by the Company for he would not be entitled to severance pay, then on the date of Termination of Relations the warrants will immediately expire for all intents and purposes and the Offeree shall have no right in connection with the warrants.

5.4.3.18 In the event of Termination of Relations due to death, serious illness or disability of the Offeree God forbid, the Offeree or his legal heirs will have the right to exercise the warrants that the Offeree was entitled to exercise in accordance with the eligibility dates and provided they have not yet expired, for 12 months from the date of Termination of Relations, or until the date of expiration of the said warrants, whichever is earlier. In addition to the above, the Board of Directors will be entitled to approve for the Offeree or his legal heirs to exercise the warrants whose eligibility dates fall after the date of Termination of Relations under the said circumstances, subject to obtaining all approvals according to law.

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5.4.4. Adjustments

From the date of the grant of the warrants until the final date on which they can be exercised, the following provisions shall apply to the unexercised warrants:

5.4.4.1. If the company distributes bonus shares to shareholders, the record date for the distribution of which occurs before the exercise date, then the number and type of shares the offeree would have been entitled to as bonus shares had they exercised the warrants on the eve of the record date for the right to receive bonus shares shall be added to the exercise shares that any offeree is entitled to upon exercise of the warrants and payment of the exercise price. The exercise price of the warrants shall not change as a result of the addition of shares as stated. The provisions of the plan relating to exercise shares shall also apply to the shares added to the exercise shares as stated in this sub-section above, subject to the necessary changes.

5.4.4.2. In any case of a split or consolidation of the share capital of the company, or any corporate capital event similar in nature, the company shall perform the changes or adjustments required to prevent dilution or increase of the offeree's rights in relation to the number and type of exercise shares for the unexercised warrants that can be exercised by the offeree and/or in relation to the exercise price of all warrants.

5.4.4.3. In the case of adjustments according to sections 5.4.4.1 and 5.4.4.2 above, the offeree shall not be entitled to receive a fraction of one whole share, and in the case of fractional shares, the number shall be rounded up to the nearest whole share.

5.4.4.4. If rights to purchase any securities are offered to the company's shareholders by way of rights, where the record date for the right to participate in their issuance is before the exercise of the warrants, then the exercise price for the warrants not yet exercised as stated shall be adjusted to the benefit component in the rights as expressed in the ratio between the share price on the TASE on the record date for participation in the rights offering and the "ex-rights" share price.

5.4.4.5. If the company distributes a cash dividend where the record date for its distribution occurs before the exercise date, no change shall occur in the number of shares to be transferred to the offeree for the exercise of the warrants, but from the day the company's shares are traded ex-dividend, the exercise price of the warrants shall be equal to the exercise price prior to the distribution of the relevant dividend minus the gross dividend amount per share (before tax) distributed to the company's shareholders.

5.4.4.6. Unless determined otherwise by the company's board of directors, in the event of the company's liquidation, all warrants allocated to the offeree shall expire immediately upon the company's liquidation. In such a case, the company's board of directors may determine that the warrants, in whole or in part, shall expire on a certain pre-determined date and allow the offeree to exercise the warrants allocated to them, including regarding warrants which according to their terms were not exercisable on the date so determined.

5.4.4.7. Exercise of the warrants into shares shall not be performed on the record date for the distribution of bonus shares, for voting by way of rights, for dividend distribution, for capital consolidation, for capital split, or for capital reduction (each

of the above shall be referred to hereinafter in this section only as: "Corporate Event"). If the ex-date⁴ of a Corporate Event occurs before the record date of a Corporate Event, the exercise of the warrants into shares shall not be performed on said ex-date.

5.4.4.8. In the case of a full tender offer after which the company becomes a private company, a merger, acquisition, or reorganization of the company with or into another company, where the company is not the surviving company ("Reorganization"), the following rules shall apply:

5.4.4.8.1. All warrants to which the offeree is entitled but which have not yet been exercised at a date prior to the record date for the purpose of performing the Reorganization shall be exercised unilaterally according to the board of directors' decision, prior to the record date for performing the Reorganization. Should the offeree notify the company up to 3 business days before the record date that they do not wish to exercise their warrants, they shall expire.

5.4.4.8.2. The warrants for which the entitlement dates have not yet passed, prior to the record date for performing the Reorganization or the approval date of the full tender offer, as the case may be, shall be canceled in exchange for monetary consideration, as the company's board of directors sees fit at its sole discretion, or alternatively, the offeree shall be granted a right to exercise into shares of the entity into which the company is merged, all as the company's board of directors sees fit at its sole discretion.

5.4.4.9. Except for the adjustments detailed above, there shall be no adjustment of the exercise price and/or the number of exercise shares in any other case.

5.4.5. Fair value of the warrants

The fair value and the model according to which the fair value was calculated	The fair value of the warrants, calculated according to the multi-period binomial model, is NIS 3,763,560
The parameters used in the application of the model:
Share price (in NIS) as of the grant date	NIS 451.50
Exercise price (in NIS)	NIS 485.00
Expected volatility rate	35.98%
Warrant life (in years)	5 years from the appointment date
Risk-free interest rate	3.43%

5.4.6. Company capital, the quantity and the rate of holdings of the offeree and of interested parties in the company

5.4.6.1. The registered share capital of the company as of the publication date of the meeting summons report is NIS 10,000,000 divided into 10,000,000 ordinary shares of NIS 1 par value each, and of which the issued and paid-up capital registered for trade is 6,296,600 ordinary shares of the company.

⁴ The record date of entitlement for a Corporate Event as determined by the company. However, if the record date is not a business day – the business day preceding the record date; however, if the record date as stated or the business day preceding the record date as stated is not a trading day – the first trading day after the record date.

5.4.6.2. Below are the details of the holdings of the offeree and of interested parties in the share capital of the company and the voting rights therein, the total holdings of the other shareholders of the company, immediately before the private placement and immediately after it, as well as, the holdings of the other shareholders of the company, after the allocation and assuming that only the offeree will exercise the warrants:

15 -

Classification	Holder Name	Quantity and rate of holdings in capital and voting rights prior to the proposed grant						Quantity and rate of holdings in capital and voting rights after the proposed grant						Quantity and rate of holdings in capital and voting rights, after the proposed grant and assuming the offerees (and they only) exercise the proposed warrants
		Ordinary Shares	Warrants	Undiluted		Fully Diluted		Ordinary Shares	Warrants	Undiluted		Fully Diluted		Ordinary Shares	Warrants	Undiluted		Fully Diluted
		Ordinary Shares	Warrants	% Capital	% Voting	% Capital	% Voting	Ordinary Shares	Warrants	% Capital	% Voting	% Capital	% Voting	Ordinary Shares	Warrants	% Capital	% Voting	% Capital	% Voting
The Offeree	Oren Levy	0	0	0.00%	0.00%	0.00%	0.00%	0	33,043	0.00%	0.00%	0.52%	0.52%	33,043	0	0.52%	0.53%	0.52%	0.53%
	The Company	332,251	0	5.28%	5.33%	5.23%	5.28%	332,251	0	5.33%	5.28%	5.20%	5.25%	332,251	0	5.25%	5.31%	5.25%	5.31%
	Sigal Regev	0	13,586	0.00%	0.00%	0.21%	0.22%	0	13,586	0.00%	0.00%	0.21%	0.21%	0	13,586	0.00%	0.00%	0.00%	0.00%
Interested parties and officers (other than offerees)	Y.A. Technical and Economic Consulting Ltd.	69,472	0	1.10%	1.12%	1.09%	1.10%	69,472	0	1.12%	1.10%	1.09%	1.10%	69,472	0	1.10%	1.11%	1.10%	1.11%
	Y.A. Technical and Economic Consulting Ltd.	68,249	0	1.07%	0.00%	1.08%	0.00%	68,249	0	1.07%	0.00%	1.08%	0.00%	68,249	0	1.08%	0.00%	1.08%	0.00%
	Migdal Holdings for participant	279,818	0	4.40%	4.45%	4.44%	4.49%	279,818	0	4.38%	4.43%	4.44%	4.49%	279,818	0	4.42%	4.47%	4.42%	4.47%
	Migdal Holdings for mutual funds	129,289	0	2.03%	2.06%	2.05%	2.08%	129,289	0	2.02%	2.04%	2.05%	2.08%	129,289	0	2.04%	2.06%	2.04%	2.06%
	Harel Insurance Investments Nostro	57,284	0	0.90%	0.91%	0.91%	0.92%	57,284	0	0.90%	0.91%	0.91%	0.92%	57,284	0	0.91%	0.91%	0.91%	0.91%
	Harel Insurance Investments Mutual Funds	175,799	0	2.77%	2.80%	2.79%	2.82%	175,799	0	2.75%	2.78%	2.79%	2.82%	175,799	0	2.78%	2.81%	2.78%	2.81%
	Harel Insurance Investments Provident Funds	542,657	0	8.54%	8.63%	8.62%	8.71%	542,657	0	8.49%	8.58%	8.62%	8.71%	542,657	0	8.57%	8.67%	8.57%	8.67%
	Clai Insurance Enterprises Holdings Ltd. - investment baskets	324,727	0	5.11%	5.16%	5.16%	5.21%	324,727	0	5.08%	5.14%	5.16%	5.21%	324,727	0	5.13%	5.19%	5.13%	5.19%

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Classification	Name of Holder	Amount and rate of holdings in capital and voting rights prior to the proposed allocation						Amount and rate of holdings in capital and voting rights after the proposed allocation						Amount and rate of holdings in capital and voting rights, after the proposed allocation and assuming that the offerees (and they only) exercise the proposed warrants
		Ordinary shares	warrants	Without full dilution		Fully diluted		Ordinary shares	warrants	Without full dilution		Fully diluted		Ordinary shares	warrants	Without full dilution		Fully diluted
		Ordinary shares	warrants	% Capital	% Voting	% Capital	% Voting	Ordinary shares	warrants	% Capital	% Voting	% Capital	% Voting	Ordinary shares	warrants	% Capital	% Voting	% Capital	% Voting
(100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000)	UMI	1,649,498	0	26.20%	26.48%	25.94%	26.23%	1,649,498	0	26.20%	26.48%	25.81%	26.09%	1,649,498	0	26.06%	26.34%	26.06%
	David Eini	411	0	0.01%	0.01%	0.01%	0.01%	411	0	0.01%	0.01%	0.01%	0.01%	411	0	0.01%	0.01%	0.01%	0.01%
	Menora - Provident funds and provident fund management companies	562,662	0	8.94%	9.03%	8.85%	8.95%	562,662	0	8.94%	9.03%	8.80%	8.90%	562,662	0	8.89%	8.99%	8.89%	8.99%
	Menora - profit sharing life insurance	49,503	0	0.79%	0.79%	0.78%	0.79%	49,503	0	0.79%	0.79%	0.77%	0.78%	49,503	0	0.78%	0.79%	0.78%	0.79%
	Menora - Nostro account	2,804	0	0.04%	0.05%	0.04%	0.04%	2,804	0	0.04%	0.05%	0.04%	0.04%	2,804	0	0.04%	0.04%	0.04%	0.04%
	Dror Pelenbaum	3,308	0	0.05%	0.05%	0.05%	0.05%	3,308	0	0.05%	0.05%	0.05%	0.05%	3,308	0	0.05%	0.05%	0.05%	0.05%
	Michal Tsuk	0	7,808	0.00%	0.00%	0.12%	0.12%	0	7,808	0.00%	0.00%	0.12%	0.12%	0	7,808	0.00%	0.00%	0.00%	0.00%
	San Osadia	0	5,501	0.00%	0.00%	0.09%	0.09%	0	5,501	0.00%	0.00%	0.09%	0.09%	0	5,501	0.00%	0.00%	0.00%	0.00%
	Eyal Tsafrir	1	10,771	0.00%	0.00%	0.17%	0.17%	1	10,771	0.00%	0.00%	0.17%	0.17%	1	10,771	0.00%	0.00%	0.00%	0.00%
	Daphne Lorenz	0	3,366	0.00%	0.00%	0.05%	0.05%	0	3,366	0.00%	0.00%	0.05%	0.05%	0	3,366	0.00%	0.00%	0.00%	0.00%
	Nce Leheb	0	3,367	0.00%	0.00%	0.05%	0.05%	0	3,367	0.00%	0.00%	0.05%	0.05%	0	3,367	0.00%	0.00%	0.05%	0.05%
	Other shareholders (public)	2,048,866	16,812	32.54%	32.90%	32.49%	32.84%	2,048,866	16,812	32.54%	32.90%	32.32%	32.67%	2,048,866	16,812	32.37%	32.72%	32.32%	32.36%
	Total	6,296,600	61,211	100.00%	100.00%	100.00%	100.00%	6,296,600	94,254	100.00%	100.00%	100.00%	100.00%	6,329,643	61,211	100.00%	100.00%	100.00%	100.00%
	Total excluding dormant shares	5,964,349	61,211	100.00%	100.00%	100.00%	100.00%	5,964,349	94,254	100.00%	100.00%	100.00%	100.00%	5,997,392	61,211	100.00%	100.00%	100.00%	100.00%
	Total for voting rights purposes	5,896,100	61,211	100.00%	100.00%	100.00%	100.00%	5,896,100	94,254	100.00%	100.00%	100.00%	100.00%	5,929,143	61,211	100.00%	100.00%	100.00%	100.00%

5.4.7. Detail of the consideration and the way it was determined

5.4.7.1. The warrants are granted to the offeree without consideration, as part of the terms of office and employment of the company's CEO. The exercise price of each warrant is as stated in section 5.4.3.7 above. Alternatively, the offeree shall be entitled to exercise the warrants via a Cashless mechanism, as detailed in section 5.4.3.7 above.
5.4.7.2. The warrants are granted to the offeree as part of the plan, which is intended to incentivize the company's officers, its employees, and its service providers, to retain them over time in the company, and to create an alignment of interests between them and the company's shareholders, regarding the company's success and the development of its activities.
5.4.7.3. In view of these objectives, the Compensation Committee and the company's Board of Directors decided that the warrants will be granted to the offeree without consideration.

5.4.8. Name of every material shareholder or officer in the company who has a personal interest in the consideration

To the best of the company's knowledge, no material shareholder or officer in the company has a personal interest in the consideration, except for the offeree himself.

5.4.9. Approvals required for the granting of the warrants

5.4.9.1. The company's Board of Directors approved in its meeting on July 16, 2026, the granting of the warrants to the offeree, after the approval of the Compensation Committee was received on July 5, 2026.
5.4.9.2. The granting of the warrants to the offeree requires the approval of the general meeting of the company which is hereby convened.

5.4.9.3. The granting of the warrants to the offeree is subject to the approval of the proposed compensation policy by the general meeting subject of this invitation and receiving TASE approval for the listing for trading of the exercise shares that will result from the exercise of the warrants. The warrants allocated within the framework of the private offer will be allocated to the CEO only after receiving TASE approval as stated above and the meeting's approval for the proposed compensation policy.

5.4.9.4. Furthermore, the granting of the warrants to the offeree is subject to the signing of a warrant agreement by the offeree.

5.4.10. Absence of agreements

To the best of the company's knowledge and as reported to it by the offeree, there are no agreements, whether in writing or orally, between the offeree and any other shareholder in the company or between her and others, regarding the acquisition or sale of securities of the company or regarding voting rights therein.

5.4.11. Prevention or restriction in performing actions in the offered securities

The sale of the exercise shares shall be subject to the restrictions established in the Securities Law, 5728-1968, and in the Securities Regulations (Details regarding Sections 15A to 15C of the Law), 5760-2000, as follows ("the Blocking Instructions"):

5.4.11.1. During a period of six months, starting from the day of the warrant allocation ("the Absolute Blocking Period"), the offeree shall not be entitled to offer the exercise shares during trading on the TASE without publishing a prospectus that the Securities Authority permitted its publication ("Prospectus").

5.4.11.2. During a period of the six consecutive quarters following the end of the Absolute Blocking Period, the offeree shall be entitled to offer within the framework of trading on the TASE, without publishing a prospectus, on any day

trading on the stock exchange, not more than the daily average of the trading volume on the stock exchange of the company's ordinary shares, in the eight-week period preceding the day of the offer, provided that the total average quantity of exercise shares in each quarter shall not exceed 1% of the issued and paid-up capital of the company, as of the day of the offer. In this regard, "issued and paid-up capital," excluding shares that will result from the exercise or conversion of convertible securities allocated up to the day of the offer and not yet exercised or converted.

5.4.11.3. The blocking instructions shall not apply to an off-market sale, however any person who acquired the exercise shares shall step into the offeree's shoes regarding the fulfillment of the blocking instructions, as stated in this section above.

5.4.12. Date of security allocation

Upon the fulfillment of the conditions listed in section 5.4.9 above, the company will act to grant the warrants to the offeree.

5.5. Below are details regarding the estimation of the proposed compensation package for Mr. Levi in accordance with the Sixth Schedule of the Report Regulations (in thousands of NIS):

Details of the compensation recipient

Compensation(A) for services

Other(A) compensation

Name

Role

Year

Scope of position

Rate of holding in company capital

Salary(B)

Bonus(C)

Share-based payment

Management fees

Consulting fees

Commission

Other(B)

Interest

Rent fees

Other

Total

Mr. Oren Levi

CEO

2026(E)

100%

1,664

1,540

1,255

168

4,627

(A) The compensation amounts in the table are in terms of cost to the company.
(B) Linked to the Consumer Price Index for March 2026 published on April 15, 2026.
(C) Estimate of the maximum possible annual bonus amount according to the monthly compensation known on the date of publication of the meeting invitation report.
(D) Includes vehicle expenses, telephone - landline/mobile, daily newspaper, value of gifts, and travel expenses.
(E) Mr. Levi began his term on May 3, 2026, but for convenience, the data is presented in the table as if he were employed throughout the entire year of 2026.

5.6 Summary of the reasons of the Compensation Committee and the Board of Directors for the approval of the proposed terms of office and employment for Mr. Levi and for the allocation of warrants

5.6.1 The considerations that guided the members of the Compensation Committee and the Board of Directors regarding the proposed terms of office and employment for Mr. Levi, including the allocation of warrants, were primarily based on Mr. Levi's status and role, the required scope of activity, the responsibility he will bear, the company's goals and needs, the company's condition, and market conditions.

5.6.2 In addition, the members of the Compensation Committee and the Board of Directors found that Mr. Levi's education, skills, expertise, and achievements match the job requirements and that the proposed terms of office and employment for Mr. Levi, including the allocation of warrants, are reasonable relative to accepted employment terms, and specifically, match the terms of office and employment of his predecessor (and in any case are not better), as approved by the company's general meeting on July 3, 2024.

5.6.3 Furthermore, after examining the ratio between the cost of the proposed terms of office and employment for Mr. Levi and the average and median salary cost of the rest of the company's employees (including officers and contractor workers employed by the company), the members of the Compensation Committee and the Board of Directors believe that the compensation ratios are reasonable and fair considering the company's activity as a labor-intensive company, which also employs many workers at low and middle levels, and they are not expected to have an impact on labor relations in the company.

5.6.4 The type of compensation, according to which warrants exercisable into shares will be allocated to Mr. Levi including the allocation terms, serves the company by linking the proposed compensation to the company's financial results and the performance of the company's share and creating an appropriate and balanced incentive in a way that serves the company's goals and long-term plans.

5.6.5 The members of the Compensation Committee and the Board of Directors believe that equity-based compensation is a proper way to compensate the company's CEO without affecting the company's cash flow.

5.6.6 Before the members of the Board of Directors, a study by an independent external party was presented, including a summary of comparative information among companies similar to the company regarding CEO compensation in the comparison companies, which indicates the reasonableness of the proposed compensation for Mr. Levi. Additionally, an economic valuation of the warrants was presented to the members of the Compensation Committee and the Board of Directors, and disclosure was given on their impact on the company's financial reports.

5.6.7 In addition, the proposed terms of office and employment for Mr. Levi, including the allocation of warrants, are consistent with the company's previous and updated compensation policy.

5.6.8 In light of all the above, the terms of office and employment of Mr. Oren Levi are acceptable, fair, and reasonable.

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5.7 Required Approvals; Names of the directors who participated in the Compensation Committee and Board of Directors meetings

5.7.1. In the meeting of the Company's Compensation Committee dated April 16, 2026, in which Messrs. Gil Oren, Riki Granot, Lior Mor, Iris Beck-Codner, and Dr. Tal Parlock participated, the proposed tenure and employment terms for Mr. Levy were approved. In the meeting of the Company's Compensation Committee dated July 5, 2026, in which Messrs. Gil Oren, Riki Granot, Lior Mor, Iris Beck-Codner, and Dr. Tal Parlock participated, the allocation of warrants was approved.

5.7.2. In the meeting of the Company's Board of Directors dated April 19, 2026, in which Messrs. Sigal Regev, Gil Oren, Riki Granot, Lior Mor, Iris Beck-Codner, Doron Debbie, Prof. Racheli Magnezi, and Dr. Tal Parlock participated, the proposed tenure and employment terms for Mr. Levy were approved. In the meeting of the Company's Board of Directors dated July 16, 2026, in which Messrs. Sigal Regev, Gil Oren, Riki Granot, Lior Mor, Iris Beck-Codner, Doron Debbie, Prof. Racheli Magnezi, and Dr. Tal Parlock participated, the allocation of warrants was approved.

5.7.3. The proposed tenure and employment terms for Mr. Levy are subject to the approval of the Meeting subject to this meeting invitation report, as well as the approval of the proposed compensation policy also brought for approval within the framework of this Meeting.

5.7.4. In accordance with Section 272(c1)(1)(c) of the Companies Law, the Compensation Committee and the Board of Directors shall be entitled, in special cases, to approve the proposed tenure and employment terms for the Company's CEO even if the Meeting opposes their approval, provided that the Compensation Committee and thereafter the Board of Directors decide so, based on detailed reasons and after re-discussing these terms and examining, among other things, the opposition of the Meeting. It should be noted that the Company is not a public grandchild company.

Part D - Additional details regarding item 3 on the agenda

6. Update of the Company's engagement terms with Prof. Racheli Magnezi, a director in the Company

6.1 Background

6.1.1. On November 12, 2023, Prof. Racheli Magnezi was appointed by the Company's Board of Directors to serve as a director on behalf of the Company on the boards of Eynayim Medical Center for Laser Vision Correction Ltd (a subsidiary of the Company), Sheva Eynayim B'Negev - Medical Centers Ltd, Atidim Med Ltd, and Maayan - Eynayim Medical Center Consulting and Surgery Ltd (grandchild companies of the Company) ("Eynayim Group Companies").

6.1.2. On July 3, 2024, a special general meeting of the Company approved (after receiving approval from the Company's Compensation Committee and Board of Directors) the payment of monthly consulting fees to Prof. Racheli Magnezi in exchange for her services as a director in the Eynayim Group Companies, in the amount of NIS 5,000 plus VAT as required by law, against a lawful tax invoice, and this is in addition to the director remuneration she is entitled to receive as a director in the Company.

6.1.3. The Company wishes to link the monthly payment of said consulting fees (NIS 5,000 plus

VAT (as required by law) to the Consumer Price Index, in order to maintain the real value of the said compensation. For this purpose, the "Base Index" will be the index for the month of November 2023 published on December 15, 2023 (standing at 105.1 points (on a base average of $2022 = 100$ ) and the "Determining Index" is the index known at the time of each payment of consulting fees.

6.1.4 In the event that at the time of payment of the said monthly consulting fees the Base Index is lower than the Determining Index, index linkage differences will be added to the consulting fees payment according to the rate of increase of the Determining Index relative to the Base Index.
6.1.5 The aforementioned update complies with the Company's previous compensation policy and the updated compensation policy as brought for approval in this meeting.
6.1.6 The update of the engagement terms with Prof. Magnezi is subject to the approval of the Company's updated compensation policy by the general meeting of shareholders as stated in this invitation.

6.2 Below are details in accordance with the Sixth Schedule of the Reporting Regulations regarding the compensation expected to be paid to Prof. Magnezi for the year 2026, subject to the approval of the proposed compensation policy in this meeting:

Details of Compensation Recipient

Compensation* for Services

Name

Role

Scope of Position

Holding Rate in Company's Equity

Director Remuneration**

Bonus

Equity-based Payment

Management Fees

Consulting Fees

Commission

Other***

Total

Prof. Racheli Magnezi

Director

117

Compensation amounts in the table are in terms of cost to the Company, in thousands of NIS.
** Annual estimate of director remuneration according to 22 board and committee meetings per year.
*** Compensation for tenure in the Eynayim Group companies, assuming the update subject to this section is approved by the General Meeting.

6.3 Summary of Compensation Committee and Board of Directors' Reasons for Approving the Update to the Engagement with Prof. Magnezi

6.3.1 Prof. Magnezi's tenure in the Eynayim Group companies is necessary for the Company, and the Company is expected to benefit from Prof. Magnezi's abilities, experience, and skills in the field of activity of the Eynayim Group companies.
6.3.2 The members of the Company's Compensation Committee and Board of Directors are of the opinion that Prof. Magnezi makes a significant contribution to the activities of the group companies, among other things, due to her education and rich professional experience in fields relevant to the activities of the Company and the Group. Prof. Magnezi holds a Master's and Doctorate degree in Health Systems Management from Ben-Gurion University, she serves as a professor in the field of health policy at Bar-Ilan University, and underwent professional training at Harvard University in Boston, including on topics of cost-benefit analysis, safety of treatment, and risk management in the healthcare system.

6.3.3 The members of the Compensation Committee and the Board of Directors believe that the requested update to the engagement terms, which reflects index linkage only and does not constitute a real addition to salary, is a reasonable, proportionate, and appropriate update under the circumstances, and

is intended to preserve the real value of the consideration paid to Prof. Magnezi for her services. The Compensation Committee and the Board of Directors further believe that such an update is consistent with her contribution to the Company and the group companies, with the scope of her responsibility and roles, and with the need to preserve her continued tenure and contribution for the benefit of the Company.

6.3.4 The updated compensation to be paid to Prof. Magnezi for her tenure as a director in the Eynayim Group companies is fair and reasonable under the circumstances and considering the required scope of activity.

6.4 Required Approvals; Names of the Directors who Participated in the Compensation Committee and Board of Directors Meetings

6.4.1 In the meeting of the Company's Compensation Committee dated June 22, 2026, in which Messrs. Gil Oren, Riki Granot, Lior Mor, Iris Beck-Codner, and Dr. Tal Parlock participated.

6.4.2 In the meeting of the Company's Board of Directors dated July 16, 2026, in which Messrs. Sigal Regev, Gil Oren, Riki Granot, Lior Mor, Iris Beck-Codner, Doron Debbie, Amit Ron, and Dr. Tal Parlock participated, the update of the Company's engagement terms with Prof. Racheli Magnezi was approved.

Part E - Additional Details Regarding the Meeting

7. Required Majority for Approval of Resolutions

The required majority at the Meeting for the approval of the resolutions detailed in Sections 1 [Approval of Compensation Policy] and 2 [Approval of CEO Tenure and Employment Terms] on the agenda, is as stated in Section 267A(b) of the Companies Law, whereby a majority of the total votes of shareholders present at the Meeting is required, provided that one of the following also occurs: (a) the majority count at the Meeting includes a majority of the total votes of shareholders who are not controlling shareholders in the Company or have a personal interest$^5$ in approving the resolution, participating in the vote (in the count of total votes of said shareholders, abstentions will not be taken into account); (b) the total opposing votes among the shareholders mentioned in sub-paragraph (a) above does not exceed a rate of two percent (2%) of the total voting rights in the Company.

The required majority at the Meeting for the approval of the resolution in Section 3 [Approval of Director Employment Terms] is an ordinary majority.

It should be noted that in accordance with the Companies Law, the Company's Board of Directors may determine the updated compensation policy even if the Meeting opposes its approval, in accordance with the provisions of Section 267A(c) of the Companies Law.

The Compensation Committee and thereafter the Board of Directors may, in special cases, approve the tenure and employment terms of the Company's CEO detailed above, in accordance with the provisions of Section 272(c1)(1)(c) of the Companies Law.

8. Meeting and Voting Procedures

8.1 Voting Method

$^5$ For someone with a personal interest, the provisions of Section 8.6 below shall apply.

A shareholder registered as a shareholder in the Company's shareholder register ("Registered Shareholder"), is entitled to vote at the meeting himself (participation in the meeting), via proxy, or via a voting paper as defined in Section 87 of the Companies Law and as attached in its version to this report ("Voting Paper"). A shareholder according to Section 177(1) of the Companies Law (meaning - one to whose credit a share is registered with a stock exchange member and that share is included among the shares registered in the shareholder register in the name of a registration company) ("Non-Registered Shareholder") is entitled to vote in the ways detailed above and also, via an electronic voting paper that will be transmitted to the Company via the electronic voting system operating according to Part B of Chapter G2 of the Securities Law, 5728-1968 ("Electronic Voting", "Electronic Voting System", and "Electronic Voting Paper", respectively).

8.2 Meeting Convention; Adjourned Meeting; Record Date

The Meeting will convene on Thursday, August 20, 2026, at 10:30 at the Company's offices.

A discussion at the Meeting can only be opened if a legal quorum is present at the time of opening the Meeting. A legal quorum will be formed when there are present, in person (including via voting paper or electronic voting paper) or by proxy, at least two shareholders holding or representing together at least one quarter (1/4) of the voting rights in the Company, within half an hour from the time set for the opening of the Meeting ("Legal Quorum"). If a legal quorum is not present at the Meeting by the end of half an hour from the time set for the start of the Meeting, the Meeting will be adjourned for one week, to the same day, same time, and same place, i.e., on Thursday, August 27, 2026, at 10:30, at the Company's offices ("the Adjourned Meeting"). If at the Adjourned Meeting a legal quorum is not found within half an hour from the time set for it, the Adjourned Meeting will take place with any number of participants.

8.3 The record date determining the eligibility of a shareholder in the Company to vote at the meeting as stated in Section 182(b) of the Companies Law and Regulation 3 of the Voting in Writing Regulations, is Thursday, July 23, 2026 ("the Record Date"). Proxy for Voting

A shareholder may appoint a proxy to vote in his place, who does not have to be a shareholder in the Company.

The appointment of a representative or proxy to participate and vote at the Meeting on behalf of the shareholder shall be in writing, signed by the shareholder or his legal proxy appointed in writing, or, where the appointer is a corporation, the power of attorney shall be signed in the same manner in which that corporation signs documents that bind it. If the appointer is a corporation, an attorney's certification shall be attached to the power of attorney stating that the power of attorney was signed in accordance with that corporation's articles of association. Voting according to the terms of the power of attorney will be legal even if prior to that the appointer died or was declared bankrupt or legally incapacitated or cancelled the appointment document or transferred the share for which it was given or, being a corporation, a liquidator or receiver was appointed for it, unless written notice was received (verified to the satisfaction of the Company's directors) of the said change at the Company's offices at least one hour before the time of the Meeting, i.e., until Thursday, August 20, 2023, at 9:30. However, the Chairman of the Meeting will be entitled to receive such written notice even during the Meeting provided that, in his discretion, there is a proper reason for the delay in delivering that notice. A proxy appointment document and power of attorney or other certificate (if any) or a copy certified by a notary, shall be deposited at the Company's offices with the Company Secretary up to forty-eight (48) hours before the time of the Meeting, i.e., until Tuesday, August 18, 2026, at 10:30. Such deposit, referring to the time set for the Meeting, will also be valid for the Adjourned Meeting.

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8.4 Voting in Writing: Position Notices

A shareholder may vote in the meeting to approve the resolutions on the agenda also by means of a voting paper. Voting in writing shall be done via the second part of the voting paper, attached to this report.

The voting paper and position notices, as defined in Section 88 of the Companies Law, as may be provided, can be reviewed 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 Website"). Any shareholder may contact the company directly and receive from it the version of the voting paper and position notices (as may be provided).

A TASE member shall send, free of charge, via email, a link to the version of the voting paper and position notices (as may be provided), on the Distribution Site, to every shareholder of the company who is not registered in the company's shareholder register and whose shares are registered with that TASE member, unless the shareholder notified that they are not interested in this or that they are interested in receiving voting papers by mail in exchange for payment of shipping fees, provided that the notification was given regarding a specific securities account and at a date prior to the Record Date.

The voting paper and the documents to be attached to it as specified in the voting paper, must be submitted to the company's offices (including via registered mail) together with the confirmation of ownership (and regarding a registered shareholder - together with a copy of an ID card, passport or certificate of incorporation, as applicable) up to four hours before the time of the meeting, i.e., until Thursday, August 20, 2026, at 06:30.

For this matter, the "Submission Date" is the date on which the voting paper and its attached documents arrived at the company's offices.

Furthermore, a non-registered shareholder shall be entitled to submit the confirmation of ownership via the electronic voting system, as stated in this section below.

The final date for submitting position notices to the company by the company's shareholders is up to ten days before the meeting date, i.e., until Monday, August 10, 2026. A voting paper to which no confirmation of ownership was attached (or alternatively, no confirmation of ownership was submitted via the electronic voting system) or regarding a registered shareholder, to which no copy of an ID card, passport or certificate of incorporation was attached, as applicable, shall be invalid.

8.5 Electronic Voting Paper

As stated above, a non-registered shareholder is entitled to vote also via the electronic voting system. Voting via an electronic voting paper will be possible until six hours before the meeting time, i.e., until Thursday, August 20, 2026, at 04:30.

8.6 Notice regarding the Existence of a Personal Interest

A shareholder participating in the vote regarding the resolutions in sections 1-3 above, shall mark in Part B of the voting paper in the designated place, and if the voting is via the electronic voting system - shall mark in the electronic voting paper in the designated place, whether he is considered to have a personal interest in the approval of the resolution on the agenda, or not, and whether he is a senior officer in the company or an institutional investor (as defined in the Written Voting Regulations), or not. If a shareholder did not notify as stated or did not provide a description of his personal interest (if any), his vote shall not be counted.

8.7 Confirmation of Ownership

A non-registered shareholder shall be entitled to participate in the meeting only if he submits to the company, before the meeting, an original confirmation from the TASE member with whom his right to the share is registered, regarding his ownership of the company's shares on the Record Date, in accordance with the form in the supplement to the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 2000 ("Confirmation of Ownership") or alternatively if he sends the company a confirmation of ownership via the electronic voting system. A non-registered shareholder is entitled to receive the confirmation of ownership from the TASE member through which he holds his shares, at the branch of the TASE member or by mail to his address for shipping fees only, if he requested it, provided that a request for this matter is given in advance for a specific securities account. Also, a non-registered shareholder may instruct that his confirmation of ownership be transferred to the company via the electronic voting system.

8.8 Changes to the Agenda: Final Date for Submitting a Request to Include a Subject on the Agenda by a Shareholder

Following the publication of this invitation report, there may be changes to the agenda, including the addition of a subject to the agenda, and position notices may be published. The updated agenda and position notices can be reviewed in the company's reports that will be published on the Distribution Site. A request by a shareholder under Section 66(b) of the Companies Law to include a subject on the meeting's agenda shall be submitted to the company up to seven days after the publication of this invitation report, i.e., until [date]. If such a request is submitted, it is possible that the subject 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 voting paper together with an amended invitation report no later than seven days after the final date for submitting a shareholder's request to include a subject on the agenda.

8.9 Details regarding the Company Representative regarding the Treatment of the Immediate Report

The company's representatives regarding the treatment of this report are Attorneys Michal Nissani and Maysaa Asli from the law firm Fischer & Co. from 146 Menachem Begin Rd., Tel Aviv, Phone: 03-6944190; Fax: 03-6444221

8.10 Review of Documents

The company's shareholders may review, upon their request, the documents relevant to the subjects on the meeting's agenda, during accepted working hours, Sunday-Thursday between 10:00-16:00, by prior coordination (at phone 03-7564032 or fax 03-7564031) and on the Distribution Site.

Sincerely,

Danel (Adir Yehoshua) Ltd.

Signed by:

Oren Levy, CEO of the company

Ilan Ovadia, CFO of the company

27 -

Appendix A - Remuneration Policy for officers

[The appendix includes the policy document marked with changes compared to the previous policy document as well as a clean version]

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Danel (Adir Yehoshua) Ltd. Compensation Policy for Officers

1. Introduction

1.1 General Background

1.1.1 The Compensation Policy is a policy regarding the terms of office and employment of officers in Danel (Adir Yehoshua) Ltd. only.

1.1.2 The Compensation Policy is intended to establish a framework broad enough to allow the Compensation Committee, the Board of Directors, and the Company's CEO, as applicable, to determine an individual compensation plan for each of the officers, according to the Company's needs and in alignment with the best interests of the Company, its employees, and its shareholders, and the Company's overall long-term strategy.

1.1.3 The Compensation Policy details the primary considerations that guided the Compensation Committee and the Board of Directors in establishing the policy, as well as the rules for implementing their decisions regarding the provision of compensation to all officers of the Company and to each of them individually. The various compensation components are intended to encourage and maintain the continued employment of officers in the Company, as well as to enable the recruitment of new officers who can contribute to the Company, to the values of excellence and integrity it has championed, to promote its business goals, and to adhere to the high corporate governance standard that serves as its guide, all while maintaining an appropriate connection between the Company's performance and the salary and compensation granted to the officers.

1.1.4 If and to the extent that after the approval of the Compensation Policy in accordance with the provisions of the Companies Law, the Companies Law, regulations or orders issued thereunder and/or positions of the Securities Authority, establish reliefs regarding the mandatory requirements or threshold conditions that must be included in a compensation policy as of the date of its approval, such reliefs shall be deemed included in the Compensation Policy notwithstanding any other provision set forth therein, all subject to the approval of the Board of Directors.

1.1.5 The Compensation Policy does not create any legal rights toward the Company for any director and/or officer of the Company, whether currently serving or future, and the rights and obligations of each director and/or officer shall be determined in an agreement between him and the Company, insofar as it is signed and legally approved.

1.1.6 The Compensation Policy is phrased in the masculine gender for convenience only, but it applies to both women and men alike, without any difference.

1.1.7 Nothing in the Compensation Policy shall derogate from the provisions of employment agreements and terms of office of officers in the Company, which were approved prior to its approval. However, the renewal or updating of such existing agreements and terms, as well as the approval of discretionary grants under existing agreements, shall be carried out while taking into account the provisions of the Compensation Policy and/or according to any law.

1.1.8 The Compensation Policy will be updated as necessary and approved once every 3 years, as required by the Companies Law in this regard.

1.1.9

The Compensation Policy shall apply to all officers, and these may be employees of the Company and/or independent contractors providing it with services. Insofar as the officer provides services to the Company as an independent contractor, the provisions of the Compensation Policy shall apply with the necessary changes, the compensation to the officer shall be paid against an invoice, and the compensation components shall be normalized, so that from an overall economic perspective

they will align with the provisions of the Compensation Policy, provided that this does not harm the best interests of the Company, its condition, and its plans.

1.2 Definitions

1.2.1 "The Company" - Danel (Adir Yehoshua) Ltd.
1.2.2 "The Group" - The Company and the companies held by it.
1.2.3 "Companies Law" - The Companies Law, 5759-1999.
1.2.4 "Securities Law" - The Securities Law, 5728-1968.
1.2.5 "Compensation Regulations" - The Companies Regulations (Rules regarding compensation and expenses for an external director), 5760-2000.
1.2.6 "Compensation Policy" - This Compensation Policy.
1.2.7 "Compensation Committee" - The Compensation Committee whose composition is as required by law, as detailed in Section 118A of the Companies Law. The Audit Committee that meets the conditions required for this by law may also serve as a Compensation Committee.
1.2.8 "Officer" - As defined in Section 1 of the Companies Law.
1.2.9 "Terms of Office and Employment" - Terms of office and employment of an officer in the Company, including granting of exemption, insurance, undertaking to indemnify or indemnification under an indemnification permit, retirement grant and any benefit, other payment or undertaking for such payment, given due to such office or employment.
1.2.10 "Base Salary" - Gross fixed monthly salary (without benefits and associated terms) or monthly management fees¹.
1.2.11 "Monthly Employment Cost" - Total cost, in terms of employer cost, based on a 100% position, of base salary together with the fixed monthly associated terms. It is clarified that reimbursement/payment of expenses, including vehicle, telephone and communication expenses, grants (whether in cash or equity), special associated terms, VAT (in case of payment against invoice) are not included in the monthly employment cost.

2. Considerations, Criteria and Provisions for Examining and Determining Terms of Office and Employment of an Officer

As part of examining the proposed terms of office for an officer, the following considerations, among others, shall be examined by the approving bodies in the Company:

2.1 Considerations:

2.1.1 Promotion of the Company's goals, its work plan, and its policy from a long-term perspective;
2.1.2 Creating appropriate incentives for the Company's officers, taking into account, among other things, the Company's risk management policy;
2.1.3 The size of the Company and the nature of its activities;
2.1.4 Regarding terms of office and employment including variable components - the officer's contribution to achieving the Company's goals and maximizing its profits, all from a long-term perspective and in accordance with the officer's role.

2.2 Matters that must be addressed:

2.2.1 The officer's education, skills, expertise, professional experience, and achievements;

1 Base salary for officers entitled to management fees will be calculated as a percentage of the management fees in accordance with the provisions of the management agreement.

2.2.2 The officer's role, areas of responsibility, and previous salary agreements signed with him;
2.2.3 The ratio between the cost of terms of office and employment of the officer and the salary cost $^2$ of the rest of the Company's employees and of contractor employees employed at the Company $^3$ , and in particular the ratio to the average salary and the median salary of such employees and the impact of the gaps between them on labor relations in the Company;

The Compensation Committee and the Board of Directors of the Company conducted such an examination as of the date of approval of the Compensation Policy and determined that the ratio $^4$ is reasonable and is not expected to have an impact on labor relations in the Company. Below is the said ratio as of the date of approval of the Compensation Policy:

Position	Ratio to Average Salary	Ratio to Median Salary
Active Chairman of the Board5 - according to 100% position	31	36
CEO	44	51
Other officers6	30	35

2.2.4 If the terms of office and employment include variable components - the possibility of reducing the variable components at the discretion of the Board of Directors and the possibility of setting a cap on the exercise value of variable equity components that are not settled in cash;
2.2.5

If the terms of office and employment include retirement terms – the period of office or employment of the officer, his terms of office and employment during this period, the Company's performance during the said period, the officer's contribution to achieving the Company's goals and maximizing its profits, and the circumstances of retirement.

2.3 Regarding variable components in the terms of office and employment:

2.3.1 Basing the components on long-term performance, and according to measurable criteria and/or discretionary criteria, as detailed in Section 5.3 below.

2.3.2 The ratio between the variable components and the fixed components as well as a cap on the value of variable components at the time of their payment, as detailed in Section 6 below; however, regarding variable equity components that are not settled in cash – a cap on their value at the time of their grant.

2.4 A provision whereby the officer will return to the Company, under terms to be set in the Compensation Policy, amounts paid to him as part of the terms of office and employment, if they were paid to him based on data that turned out to be erroneous and were restated in the Company's financial statements, as detailed in Section 5.3.2.2 below;

"Salary cost" - any payment for employment, including employer contributions, payment for retirement, vehicle and its usage expenses, and any other benefit or payment.
"Contractor employees employed at the Company" - employees of a personnel contractor where the Company is their actual employer, and employees of a service contractor employed in providing service at the Company; in this regard, "personnel contractor", "service contractor", "actual employer" - as defined in the Employment of Employees by Personnel Contractors Law, 5756-1996.
The calculation of the said ratio included the Company's employees as well as the Company's officers who receive consideration for their office as officers (excluding directors who receive compensation in accordance with the Compensation Regulations). With respect to such officers, the maximum possible variable compensation as stated in Section 4.4 below, but without a special grant, was included in the terms of office and employment for the purpose of calculating the ratio, and with respect to the Company's CEO and the Company's Chairman of the Board, the terms of office and employment brought for approval within the framework of the shareholders' meeting, in which the Compensation Policy is also brought for approval, were included. The ratio was calculated based on salary for a full-time position.
In the 2023 compensation policy, the ratios reflected a 40% position, in the 2026 policy - according to a 100% position. For comparison purposes in the table, the 2023 data were normalized to a 100% position, and in a separate row, the 2023 data were presented with change markings as presented in the 2023 compensation policy.
Excluding directors who receive compensation in accordance with the Compensation Regulations.

2.5 A minimum holding or vesting period for variable components contingent on terms of office and employment, while referring to appropriate long-term incentives, as detailed in Section 5.3.3 below;

2.6 A cap on retirement terms, as detailed in Sections 5.2.8 and 5.2.9 below.

3. Mapping of Company Officer Positions to which the Compensation Policy applies

The Compensation Policy applies to the following positions:

3.1 Active Chairman of the Board;

3.2 Director in the Company;

3.3 Company CEO;
3.4 Company VP or other officer in the Company who is not a director.

The transition from employer-employee relations to a service provision format and vice versa for officers in the Company in any position (including if they are among the controlling shareholders or their relatives), all without increasing employment costs to the Company due to the change in the engagement format, will not require approval of the general meeting of shareholders and will be approved by the Compensation Committee only. In any engagement under a service provision agreement, the Company will ensure that the engagement includes the following provisions: (a) an undertaking by the officer to indemnify the Company for any claim filed against it, if filed, whose cause is the existence or absence of employer-employee relations; (b) an undertaking by the officer that if it is determined by a competent authority, including a judicial instance, that employer-employee relations existed between the parties, the consideration under the service agreement includes gross salary (at the rate of the total monthly payment as determined in the agreement) and all payments paid beyond the amount determined as gross salary will be considered social benefits, other benefits and rights concerning employer-employee relations.

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4. Remuneration of the Company's Officers

The total remuneration of the officers may consist of several components:

4.1 Fixed Base Payment - intended to remunerate the officer for the services they provide to the group, and the time they invest in performing their role on an ongoing basis. The base salary takes into account the officer's skills, as well as the role requirements and the areas of responsibility and authority they carry. In addition, regarding an active officer, the seniority and unique experience gained in the group and the need for their retention will also be examined. Regarding officers operating outside of Israel, the salary levels of similar positions in the officer's place of activity will be taken into account and accordingly, these may be higher than the caps set in the remuneration policy. The monthly base salary cap for the company's officers $(^{**})$ shall be as follows (in thousands of NIS, based on $100\%$ position):

Position	Base Salary Cap (*)
Active Chairman of the Board	(**)150,000
CEO	125,000
VP or other officer who is not a director	93,750

() The aforementioned amounts shall be linked to the Consumer Price Index increase rate for the month of May 2026 as published on June 15, 2026.
(*) Notwithstanding the above regarding other officers (for whom the cap refers to base salary), in the case of an Active Chairman of the Board, the cap refers to monthly employment cost.

4.2 Fixed Fringe Benefits - some are defined and set by law (such as: pension savings, severance pay contributions, loss of earning capacity insurance, vacation days, sick leave, convalescence, etc.) and some result from market conditions or customs accepted in the relevant labor market for the company's officers (such as: savings within a study fund).

4.3 Special Fringe Benefits - special fringe benefits may be added to the fixed fringe benefits (such as: car allowance expenses, mobile phone and communication, signing bonus, exemption, indemnification and insurance, advance notice and retirement terms, holiday gifts, reimbursement of expenses and other benefits), which are not included in the monthly employment cost.

4.4 Variable Remuneration - intended to remunerate the officer for their achievements and contribution to achieving the company's goals during the period for which the variable remuneration is paid. The weight of this component within the total remuneration package may differ from one officer to another.

Variable Cash Remuneration Component - an annual incentive, measurable and/or discretionary, based on the Group's long-term performance and on the officer's contribution, incentivizing the officer to act to promote the Group's business results in general, and to promote the business matters they are entrusted with and responsible for by virtue of their position, in particular.

Equity Variable Remuneration Component - an incentive linking the officer's remuneration to the creation of value for the company's shareholders and intended to incentivize the officer to promote the company's best interests and the interests of its stakeholders and the maximization of its long-term profits.

In order to ensure alignment between all remuneration components and the officer's contribution, each of the officer's remuneration components and the entire remuneration package of the officer shall be presented to the Remuneration Committee and the Board of Directors when they discuss approval.

The cap for the value of variable components (at the time of their payment) of the company's officers is as stated below (annual):

Position	Variable Components
Position	Annual Grant (including discretionary grant)	Special Grant**	Equity Remuneration*
Active Chairman of the Board	An amount equal to up to 6 times monthly employment cost (excluding discretionary grant)	Up to a total of 250 thousand NIS	Up to a total of 1,700 thousand NIS per each vesting year
CEO	Up to a total of 14 times the monthly base salary. Of which up to 3 times monthly employment cost for a discretionary grant	Up to a total of 250 thousand NIS	Up to a total of 1,300 thousand NIS per each vesting year
VP or other officer who is not a director	Up to a total of 12 times the monthly base salary. Of which up to 3 times monthly employment cost for a discretionary grant	Up to a total of 250 thousand NIS	An amount equal to up to 5 times⁶ monthly employment cost per each vesting year
Director	-	-	Up to an amount equal to 50% of the directors' remuneration cost paid to that director in the calendar year preceding the grant approval date⁸ per each vesting year

Regarding the calculation of the equity variable component, as stated in the table above - the cumulative annual fair value of the equity remuneration to be granted to the company's officers, at the grant date, which will be assessed according to the total economic value at the grant date divided equally by the number of years until full vesting and which is not necessarily consistent with the expenditure registration amounts in the financial reports according to the accounting rules applicable to the company. In cases of equity remuneration settled in cash (such as phantom warrants), the total fair value of the equity grant will be calculated according to the total economic value at the time of payment (unlike the value at the grant date).

For the purpose of calculating the annual remuneration - in the case of a director who did not serve as a director in the company during a full year in the calendar year preceding the grant approval date, the full remuneration paid to him for the previous year will be divided by the number of months in which he served as a director in the company in that year and the result will be multiplied by 12; in the case of a director who did not serve as a director in the company at all in the calendar year preceding the grant approval date, the average annual remuneration paid to similar directors (considering the type of director - external / independent / regular, and considering committee memberships) will be taken.

** A special grant will be paid, if paid, for special efforts by the officer and/or for one-time and exceptional events or achievements for the company, where that officer was dominant in achieving them. It will be clarified that in any case, the total annual cash grant granted to an officer in a calendar year (annual grant - measurable and/or discretionary, and special grant) shall not exceed the annual grant cap.

4.5 Unless explicitly stated otherwise in the remuneration policy, base salary only shall be considered the basis for calculating eligibility or accumulation of any fringe benefit, including and without derogating from the generality of the foregoing, for the purpose of calculating rights arising from labor relations, including, but not limited to, vacation, sick leave, severance pay, pension contributions, study fund, grant, retirement grant, equity remuneration and the like, insofar as these components are included within the terms of the officer's tenure and employment.

5. Remuneration Components

5.1 Base Salary (Fixed Remuneration)

5.1.1 Setting the Base Salary for Officers

The base salary for an officer will be set during the negotiations for the officer's recruitment for the position in the company, will be updated from time to time in accordance with company custom and will be within the range set in the remuneration policy and subject to the provisions of the law.

5.1.2 Principles for Periodic Salary Review and Its Update

5.1.2.1 If necessary and at the discretion of the company's management, the salary of the company's officers will be reviewed and updated, and this update will be brought for approval by the company's institutions as required by law.

5.1.2.2 A non-material change in the tenure and employment terms of an officer who reports to the CEO (who is not a controlling shareholder in the company), within the limits set in the remuneration policy, shall be approved by the company's CEO only, subject to the tenure and employment terms being consistent with the remuneration policy. For the purposes of this policy, a "non-material change" shall be considered up to 15% relative to the annual cost of the tenure and employment terms of that officer approved by the Remuneration Committee and the Board of Directors, provided that the tenure and employment terms comply with the caps specified in the remuneration policy.

5.1.2.3 The Remuneration Committee is entitled to update the tenure and employment terms of the company's CEO by a cumulative rate of up to 5% relative to the tenure and employment terms approved by the company's institutions required for approving tenure and employment terms of the company's CEO, provided that the tenure and employment terms comply with the remuneration policy.

5.1.2.4 In the case of an officer employed in a partial position, the amounts will be calculated proportionally, according to the partiality of the position, however the authorized organs may determine that more than the resulting proportional amount will be given.

5.2 Fringe Conditions and Additional Benefits for Officers

In addition to the base salary, the company may bear social conditions and other fringe benefits as detailed below, which will be determined according to the relevant considerations and criteria listed in section 2 above and will be subject to the provisions of any law including extension orders, as far as they apply to the company:

5.2.1 Pension contributions, loss of earning capacity insurance and study fund

The company shall be entitled to contribute to a pension fund, managers' insurance, study fund and/or for loss of earning capacity insurance according to the provisions of the law or the custom applicable in this matter.

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5.2.2 Vehicle - The Company shall be entitled to provide the officer with a vehicle for the purpose of performing their duties or travel reimbursement or to pay the officer an equivalent amount in lieu of the vehicle. To the extent that the Company has allocated a vehicle to the officer as stated, it shall be entitled at its discretion to bear its maintenance expenses (subject to the Company's procedures as determined from time to time) and, it shall be entitled to gross-up for the officer the value of the benefit for tax purposes.

5.2.3 Mobile phone - The Company shall be entitled to provide the officer with a mobile phone device for their use. The officer shall be entitled to reimbursement of all maintenance and use expenses of the mobile phone. The Company shall be entitled to gross-up for the officer the value of the benefit for tax purposes.

5.2.4 Annual leave - The officers shall be entitled to annual leave as determined in the personal employment agreements signed with each of the officers, up to a ceiling of 30 days per year and not less than the amount prescribed by law, including eligibility for the accumulation of vacation days and the redemption of vacation days.

5.2.5 Sick days - The officers shall be entitled to sick days as determined in the personal employment agreements signed with each of the officers, up to a ceiling according to the provisions of the law, including eligibility for the accumulation of sick days and without eligibility to redeem them.

5.2.6 Convalescence pay - The officers shall be entitled to payment of convalescence days and to the value of a convalescence day as determined in the personal employment agreements signed with each of the officers, up to a ceiling of 10 days per year and not less than the amount prescribed by law.

5.2.7 Other benefits - The Company shall be entitled to grant, from time to time, to the officer other reasonable accompanying conditions and other benefits (such as: holiday gifts, medical / dental insurance, annual medical screening tests, subscription to professional literature, subscription to economic newspapers, trainings, seminars, including bearing the costs of academic studies, membership fees in professional bodies, professional liability insurance, internet connection, Ten Bis / Cibus card (or similar arrangement), etc.), in accordance with what is customary in the Company, including grossing up the value of such benefits for tax purposes.

5.2.8 Termination terms - Each of the officers is entitled to an advance notice as determined according to the personal employment agreements signed with each of the officers and not more than an advance notice period of 6 months.

During the advance notice period, the officer shall continue their work in the Company until the end of the advance notice period, unless the Company chooses not to employ them during this period or to employ them for a shorter period, and in such a case, the Company shall be entitled (but not obligated) to pay the consideration due to the officer including the accompanying conditions and additional benefits, in one payment, upon the actual termination of employment. Furthermore, during the advance notice period, at the very least, the officer shall refrain from competing with the Company.

5.2.9

Adjustment period - The Company is entitled to determine for the officer an adjustment period that will be determined individually (if at all) with respect to each officer, during which the officer will be entitled to the continuation of their employment and tenure conditions as stated above, without being required to continue to fulfill their role in practice in the Company, which shall not exceed 6 months of monthly employment cost for an officer who worked in the Company for at least 5 years, and which shall not exceed 3 months of monthly employment cost for an officer who worked in the Company for less than 5 years, and this is beyond the advance notice period.

The Company shall be entitled (but not obligated) to pay the adjustment period terms, all or part of them, all at once.

5.2.10

Severance pay - The officers shall be entitled to payment of severance pay according to the Severance Pay Law, 1963, and subject to the Company's discretion, as determined within the framework of the employment agreements with the officers.

5.2.11

Expense reimbursement - The officers shall be entitled to reimbursement/payment of expenses they actually incur within the framework of their role in accordance with the Company's policy as determined from time to time. There is no ceiling for the total said financial reimbursement.

5.2.12

Liability insurance, indemnity and exemption - The Company shall be entitled to insure the liability of the officers who serve and/or will serve in it from time to time, including for their tenure on behalf of the Company or at its request as officers in any of the group's companies, in directors and officers liability insurance, including officers who are controlling shareholders in the Company or their relatives.

Furthermore, the Company is entitled to grant such officers or any of them indemnity and/or exemption letters in the version customary in the Company, as it may be from time to time, subject to the fact that the exemption obligation shall not apply to a decision or transaction in which a controlling shareholder in the Company or an officer in the Company has a personal interest.

5.2.12.1

Without derogating from the above, the officers will be covered by directors and officers liability insurance as the Company shall purchase from time to time, which will include a validity clause with respect to officers who have ended their tenure in the Company for a maximum period.

5.2.12.2

The cumulative liability limit in the said insurance policies shall not exceed 50 million US Dollars, per case and per insurance period.

5.2.12.3

The annual premium amount that the Company will pay and the self-participation amount shall be on market terms at the date of drawing up the relevant policy and at a cost that is not material to the Company.

5.2.12.4

In addition, the officers in the Company shall be entitled, subject to the provisions of the Companies Law and the Articles of Association, to receive insurance coverage within the framework of officer insurance, including "Claims Made" type insurance, or any other insurance coverage that will apply to the officers in the Company.

5.2.12.5 Directors and officers liability insurance (run-off) - In the event that the Company sells its activity (in part or in full) and/or in the event of a merger of the Company, a split or entry into another significant business combination, the Company shall be entitled to purchase a run-off type directors and officers liability insurance policy for the directors and officers who served in connection with the relevant activity, subject to the conditions detailed below: (a) the insurance period shall not exceed 7 years; (b) the insurance coverage amount shall not exceed 50 million US Dollars and shall be at a minimum of the liability limit of the previous policy; (c) the premium and the self-participation amount that the Company will bear shall be on market terms and at a cost that is not material to the Company.

5.2.12.6 It will be clarified that any purchase of any officer insurance policy as stated above or its renewal during the validity of the compensation policy will not be brought for additional approval by the Company's shareholders' meeting, provided that the compensation policy was legally approved and that the

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Company's Compensation Committee confirms that the purchased policies indeed meet the conditions established above within the framework of the compensation policy.

5.2.12.7 Notwithstanding the above, the Company will be able to increase the liability limit of any insurance policy beyond the said amounts, as long as the annual premium for the Company's insurance policies and the self-participation amount are on market terms and at a cost that is not material to the Company.

5.3 Variable Components

5.3.1 Annual cash bonus (including discretionary bonus)

5.3.1.1 The Company shall be entitled to grant the officers in the Company bonuses, both according to criteria based on measurable targets ("Measurable Bonus") and at its discretion or based on criteria that are not measurable ("Discretionary Bonus") in accordance with the criteria detailed below and up to the maximum amounts detailed in Section 4.4 above. It is clarified that the bonuses shall not be considered for any purpose as salary and shall not grant social rights.

5.3.1.2 The annual bonus will be a measurable bonus and/or a discretionary bonus, where with respect to the Company's CEO, the discretionary bonus component shall not exceed 3 times the monthly employment cost (an active Chairman of the Board shall not be entitled to a discretionary bonus) and with respect to an active Chairman of the Board, targets for granting a measurable bonus may be set even for a period exceeding one year.

The measurable bonus will be calculated based on the achievement of financial and/or strategic/functional targets detailed below, where the weight of the financial targets versus the strategic/functional targets will be determined by the relevant organs with respect to each officer and in a way that only financial targets or only strategic/functional targets or a combination of both can be considered:

Financial Targets - The financial targets will be calculated as a derivative of a measurable criterion from the return on equity and/or the operating profit, based on the consolidated and audited annual financial statements of the Company for the year ending on December 31 of that calendar year, neutralizing the effect of a post-tax gain or loss originating from an accounting revaluation of non-current and non-financial asset items, neutralizing a post-tax gain or loss originating from special activity that is not part of the Company's ordinary course of business (the amounts recorded under other expense and other income items will be considered special activity that is not in the ordinary course of business). The degree of compliance with each of the financial targets will be graded in a score according to a "score ruler", which will express the degree of actual achievement of the financial target (as approved from time to time by the Company's Board of Directors), according to the management reports for the calendar year for which the measurable bonus is calculated. The total score of the financial targets in each year will be determined as a weighted average of the financial target scores, according to the weight of each financial target. The weight of each of the financial targets will be determined by the organs

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relevant to each officer and will range, in the case of a combination of several financial targets, between 10% and 70%, so that the total weights of all financial targets will be 100%.

Strategic/functional targets - Functional targets are targets required of the officer within the scope of their role for the purpose of achieving the Group's strategic targets, and they will be selected every year by the relevant organs with respect to each officer during the first quarter of each year for which the measurable bonus is granted. The degree of achievement of each of the strategic/functional targets will be graded in a score according to a "score ruler", which will express the degree of actual achievement of the strategic/functional target. The total score of the strategic/functional targets in each year will be determined as a weighted average of the strategic/functional target scores, according to the weight of each strategic/functional target. The weight of each of the strategic/functional targets will be determined by the relevant organs with respect to each officer and will range, in the case of a combination of several strategic/functional targets, between 10% and 70%, so that the total weights of all strategic/functional targets will be 100%.

5.3.1.3 The bonus for each of the officers will be determined according to the degree of the officer's achievement of the targets set for them for up to one year (or more, if so determined in the plan), ending in the year for which the bonus is paid; these targets will be set when they are forward-looking and do not take into account results or performance already achieved in the past.

Notwithstanding the above, the relevant authorized organs for the purpose of setting targets for any of the officers will be entitled to decide on retroactive changes in the targets set for a specific officer, as certain events occurred during the year that create the need to update and/or adjust the targets set in advance.

Furthermore, notwithstanding the above, the relevant organs will be entitled to approve that the compensation policy will apply to the bonuses of the officers, including the active Chairman of the Board, for the entire year of 2026 (and not only from the date of its entry into force).

5.3.1.4 The Authorized Organs for Setting Targets for a Measurable Bonus

The authority to set measurable targets for officers in the Company shall be as detailed below:

Officer	The entity authorized to approve measurable targets for granting a bonus
Active Chairman of the Board of Directors	The Compensation Committee, the Board of Directors and the General Meeting (Except for exceptions as detailed below)
CEO	The Compensation Committee and the Board of Directors
Other officers (who are not directors)	The Company's CEO

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Notwithstanding the above, the Compensation Committee and the Company's Board of Directors shall be entitled to set targets for a bonus for an Active Chairman of the Board if all the following conditions are met:

a. The decision is consistent with the Compensation Policy;
b. It is a bonus based on measurable targets only;
c. The scope of the potential bonus is not material (up to three times the monthly employment cost);
d. The targets were set in advance by the Compensation Committee and the Company's Board of Directors.

5.3.1.5 Authorized organs for granting a discretionary bonus and/or a special bonus

The authority to approve the granting of a discretionary bonus and/or a special bonus to officers in the Company shall be as detailed below:

Officer	Authorized party to approve a discretionary bonus and/or a special bonus
Active Chairman of the Board	The Compensation Committee, the Board of Directors, and the General Meeting
CEO	The Compensation Committee and the Board of Directors
Other officers (who are not directors)	The Compensation Committee and the Board of Directors

5.3.2 General provisions regarding bonuses paid in cash:

5.3.2.1 Pro-rata bonus or ineligibility - In a calendar year during which the employment relationship between the officer and the Company ended, the above criteria will be updated proportionally according to the officer's actual period of employment in that year.
5.3.2.2 Clawback of paid bonus amounts - If and to the extent it becomes clear, in retrospect, during a period of three years after the payment date of the annual bonus, that the data on which the Company based itself when granting an annual bonus is erroneous and that a restatement is required in the Company's financial statements, then the officer shall return to the Company the difference between the bonus amount paid to him based on said erroneous data and the annual bonus amount to which he is entitled based on the data after the restatement as mentioned. The manner of returning the amounts to the Company, including the spreading of payments, the return dates, the indexing of the amounts, etc., will be determined by the Compensation Committee and the Company's Board of Directors. Such clawback shall not apply in the case of a restatement of the Company's financial statements resulting from a change in accounting standards.
5.3.2.3 For the avoidance of doubt, if a bonus is paid to an officer according to the Compensation Policy, it does not and will not constitute part of the officer's salary and will not serve as a basis for calculation and/or entitlement and/or accrual of any ancillary right, including (without derogating from the generality of the matter) it will not be used as a component for the purposes of payment for vacation, severance pay, provident fund contributions, and the like, unless approved in advance within the employment agreement by the Compensation Committee and the Board of Directors.

5.3.3 Equity Compensation

Subject to receiving the approvals of the authorized organs in the Company, the Company shall be entitled to offer officers participation in the Company's equity compensation plan, including stock warrants, shares, phantom warrants, RSU, etc. The grant of equity compensation will be carried out in accordance with the equity compensation plan that will be in effect, as adopted from time to time and in accordance with the following principles:

5.3.3.1 Economic Value - The maximum economic value (at the date of the Board's decision on the allocation) of the total equity compensation granted to an officer in a calendar year shall not exceed the amounts detailed in the table in section 4.4 above.

5.3.3.2 Exercise Price - In the case of allocation of warrants, the exercise price shall not be less than the share price at the date of the allocation decision by the Board of Directors in a manner that will constitute a proper incentive to increase the Company's value in the long term, and in any case shall not be less than the average price of the Company's shares on the Tel Aviv Stock Exchange during the 30 trading days preceding the date of the Board's decision on the allocation. The Company is entitled to determine adjustments to the exercise price as is customary in the case of a dividend distribution, bonus shares, rights offering, split and consolidation of capital.

5.3.3.3 Acceleration - The Company shall be entitled to determine, subject to receiving the required approvals by law, provisions regarding full acceleration of the vesting periods of the equity compensation in cases of death, disability, medical reasons, and in the case of transfer/creation of control as a result of which trading in the Company's shares will cease; in addition, the Company shall be entitled to determine provisions regarding the acceleration of the vesting periods of the equity compensation in the event of termination of employment of officers in the Company as a result of the creation/transfer of control, and in this case, the acceleration of the next nearest tranche of securities that has not yet vested will be possible.

5.3.3.4 Vesting Period - The vesting period of securities will be in one or more tranches over no less than 3 years from a date to be determined by the Board of Directors at the time of the decision on granting the warrants. In any case, the vesting period of the first tranche shall not be less than 12 months from this date.

5.3.3.5 Warrant Life - The life of the warrants shall not exceed 10 years from the date of their grant, and in the event that the officer ceases to be employed by the group and/or provide services to the group, the equity compensation that has not yet vested will expire.

5.3.3.6 Cashless mechanism - In addition, the Company has the option to establish a mechanism whereby at the time of exercise, the holder of the securities will receive the benefit to which he is entitled in the amount of the difference between the Company's share price at the time of exercise and the exercise price set for the securities, without being required to actually pay the exercise price (cashless mechanism).

5.3.3.7

There is a possibility that the Company will condition the vesting of the warrants, all or some of them, for any of the warrant recipients, on the achievement of targets that will be set at the time of allocation. To the extent that

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restricted shares and/or restricted stock units (RSUs) are allocated, their vesting shall be contingent upon targets set by the Compensation Committee and the Board of Directors (and the General Meeting as required by law), except with respect to restricted shares and/or restricted stock units, the value of which at the date of grant does not exceed 25% of the total benefit value at the date of grant.

6. Ratio between variable and fixed components in the compensation package

The mix of compensation components is intended to create a balance and a proper ratio between the fixed compensation and the variable compensation of the officers, with the aim of creating an appropriate compensation package and a proper incentive for the officers. Accordingly, the Company believes that the ratio between the fixed compensation components and the variable compensation components, in a calendar year, should be as follows⁹:

6.1 Regarding an Active Chairman of the Board - the variable compensation component shall not exceed 70% of the total annual compensation package.

6.2 Regarding the Company's CEO - the variable compensation component shall not exceed 70% of the total annual compensation package.

6.3 Regarding other officers (who are not directors in the Company) - the variable compensation component shall not exceed 70% of the total annual compensation package.

7. Compensation for Directors

The Company's directors will be compensated in accordance with the Compensation Regulations (including equity-based compensation if and to the extent approved), where the amount of compensation will be determined in accordance with the Compensation Regulations based on the Company's equity tier as specified in the Compensation Regulations (as it may be from time to time) and shall not exceed the maximum limit set in the Compensation Regulations. In this regard, it will be taken into account whether the director is an expert, according to the definition of an "expert external director" in the Compensation Regulations. Furthermore, the directors shall be entitled to reimbursement of expenses in accordance with the Compensation Regulations.

The Company is entitled to enter into an agreement with a director (including the Chairman of the Board) who is not an external director, subject to the provisions of the law, whereby the director will be entitled to other compensation (for his employment in the Company or for services provided by him to the Company), instead of the directors' compensation or in addition to the directors' compensation.

8. Miscellaneous

8.1 It will be clarified that the compensation components detailed in the Compensation Policy do not refer to various components that the Company occasionally grants to all or some of its employees, such as: parking, vacations, company events, etc., and the Company shall not be limited in this regard.

8.2

Payment to an officer, who provides services to the Company as an independent contractor or through a management company, shall reflect the cost of the fixed and variable compensation components (plus taxes by law) in accordance with the Compensation Policy.

9 The variable compensation components are based on the variable compensation caps, as determined in the Compensation Policy, where the annual equity component is calculated according to the economic value, when it is divided equally over the number of years until the date of full vesting. The ratios detailed in this section below represent desired compensation; however, in practice, the variable compensation component, both in cash and equity, may be lower than the rates detailed below (for example: in a year where no annual bonus is given and/or as long as no equity bonus is granted), and in such a case, the portion of the fixed component in the compensation mix may be higher than the rates detailed below.

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8.3 The Compensation Policy does not grant legal rights to the Company's employees, in general, and to the officers and directors in the Company, in particular. It is clarified that the compensation components detailed in the Compensation Policy constitute a framework and a maximum threshold only, in relation to which the personal compensation plans for each of the officers will be determined. It should be emphasized that the Company is not obligated to grant the officers or any of them, including the directors, all the components detailed in the Compensation Policy (except as required by law) and is not obligated to grant the maximum rate / maximum cap determined in each of the components. To the extent that an officer is granted compensation lower than the compensation described in the Compensation Policy for an officer in a similar role in the Company, this shall not constitute a deviation from the provisions of the Compensation Policy.

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Danel (Adir Yehoshua) Ltd.

Compensation Policy for Officers

1. Introduction

1.1 General Background

1.1.1 The compensation policy is a policy regarding the terms of office and employment of officers in Danel (Adir Yehoshua) Ltd. only.

1.1.2 The compensation policy is intended to establish a broad enough framework to allow the Compensation Committee, the Board of Directors, and the Company's CEO, as applicable, to determine an individual compensation plan for each officer, according to the Company's needs and in alignment with the best interests of the Company, its employees, and its shareholders, and the Company's overall long-term strategy.

1.1.3 The compensation policy details the main considerations that guided the Compensation Committee and the Board of Directors in determining the policy, as well as the rules for implementing their decisions regarding the provision of compensation to all officers in the Company and to each of them separately. The various compensation components are designed to encourage and preserve the continued employment of officers in the Company, as well as to allow for the recruitment of new officers who can contribute to the Company, to the values of excellence and integrity it has championed, to promote its business goals, and to adhere to the high corporate governance standard that serves as its guiding light, all while maintaining an appropriate link between the Company's performance and the salary and compensation granted to the officers.

1.1.4 If and to the extent that after the approval of the compensation policy in accordance with the provisions of the Companies Law, relief is established in the Companies Law, in regulations or orders issued thereunder, and/or in the positions of the Securities Authority, regarding mandatory requirements or threshold conditions that must be included in a compensation policy as of the date of its approval, such relief shall be deemed included in the compensation policy notwithstanding any other provision set forth therein, all subject to the approval of the Board of Directors.

1.1.5 The compensation policy does not create for any director and/or officer in the Company, whether serving or future, any legal rights toward the Company, and the rights and obligations of each director and/or officer shall be determined in an agreement between them and the Company, insofar as one is signed and legally approved.

1.1.6 The compensation policy is drafted in the masculine gender for convenience only, but it applies to women and men alike, without any difference.

1.1.7 Nothing in the compensation policy shall derogate from the provisions of the employment agreements and terms of office of officers in the Company that were approved prior to its approval. However, the renewal or updating of such existing agreements and terms, as well as the approval of discretionary grants based on existing agreements, will be carried out taking into account the provisions of the compensation policy and/or according to any law.

1.1.8 The compensation policy will be updated as needed and approved once every 3 years, as required by the Companies Law in this matter.

1.1.9 The compensation policy will apply to all officers, and these may be employees of the Company and/or independent contractors providing services to it. Insofar as the officer provides services to the Company as an independent contractor, the provisions of the compensation policy will apply with the necessary changes, the compensation to the officer will be paid against an invoice, and the compensation components will be normalized so that in overall economic terms they will match the provisions of the compensation policy, provided that this does not harm the best interests of the Company, its condition, and its plans.

1.2 Definitions

1.2.1 "The Company" - Danel (Adir Yehoshua) Ltd.

1.2.2 "The Group" - The Company and its subsidiaries.

1.2.3 "The Companies Law" - The Companies Law, 5759-1999.

1.2.4 "The Securities Law" - The Securities Law, 5728-1968.

1.2.5 "The Compensation Regulations" - The Companies Regulations (Rules regarding Compensation and Expenses for an External Director), 5760-2000.

1.2.6 "The Compensation Policy" - This compensation policy.

1.2.7 "The Compensation Committee" - The compensation committee whose composition is as required by law, as detailed in Section 118a of the Companies Law. An audit committee that meets the conditions required for this by law may also serve as a compensation committee.

1.2.8 "Officer" - As defined in Section 1 of the Companies Law.

1.2.9 "Terms of Office and Employment" - Terms of office and employment of an officer in the company, including the granting of an exemption, insurance, an undertaking to indemnify or indemnification under an indemnification permit, a retirement grant, and any other benefit, payment, or undertaking for such payment, given due to such office or employment.

1.2.10 "Base Salary" - A fixed gross monthly salary (without benefits and accompanying terms) or monthly management fees¹.

1.2.11 "Monthly Employment Cost" - Total cost, in terms of employer cost, based on 100% position, of base salary together with the fixed monthly accompanying terms. It is clarified that reimbursement/payment of expenses, including vehicle, telephone and communication expenses, grants (whether in cash or equity), special accompanying terms, VAT (in case of payment against invoice) are not included in the monthly employment cost.

2. Considerations, Criteria, and Provisions for Examining and Determining Terms of Office and Employment of an Officer

Within the framework of examining the proposed terms of office for an officer, the following considerations, among others, will be examined by the approving bodies in the Company:

2.1 Considerations:

2.1.1 Promoting the Company's goals, its work plan, and its policy from a long-term perspective;
2.1.2 Creating appropriate incentives for the Company's officers, considering, among other things, the Company's risk management policy;
2.1.3 The size of the Company and the nature of its activities;
2.1.4 Regarding terms of office and employment that include variable components - the officer's contribution to achieving the Company's goals and maximizing its profits, all from a long-term perspective and according to the officer's role.

2.2 Matters that must be addressed:

2.2.1 The officer's education, skills, expertise, professional experience, and achievements;

2.2.2 The officer's role, areas of responsibility, and previous salary agreements signed with them;
2.2.3 The ratio between the cost of the officer's terms of office and employment and the salary cost $^2$ of the rest of the Company's employees and of contractor employees employed by the Company $^3$ , and specifically the ratio to the average and median salary of such employees and the impact of the gaps between them on labor relations in the Company; the Compensation Committee and the Company's Board of Directors performed such an examination as of the date of approval of the compensation policy and determined that the ratio $^4$ is reasonable and is not expected to have an impact on labor relations in the Company. Below is the said ratio as of the date of approval of the compensation policy:

Role	Ratio to Average Salary	Ratio to Median Salary
Active Chairman of the Board5 - per 100% position	31	36
CEO	44	51
Other Officers6	30	35

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If the terms of office and employment included variable components - the possibility of reducing the variable components at the discretion of the Board of Directors and the possibility of setting a ceiling on the exercise value of equity-based variable components that are not settled in cash;

2.2.5 If the terms of office and employment included retirement terms - the officer's period of office or employment, the terms of their office and employment during this period, the Company's performance during said period, the officer's contribution to achieving the Company's goals and maximizing its profits, and the circumstances of retirement.

2.3 Regarding variable components in the terms of office and employment:

2.3.1 Basing the components on performance from a long-term perspective, and according to measurable criteria and/or discretionary criteria, as detailed in Section 5.3 below.

2.3.2 The ratio between the variable components and the fixed components as well as a ceiling for the value of variable components at the time of their payment, as detailed in Section 6 below; however, regarding equity-based variable components that are not settled in cash - a ceiling on their value at the time of their grant.

2.4 A provision whereby the officer will return to the Company, under conditions to be determined in the compensation policy, amounts paid to them as part of the terms of office and employment, if they were paid to them based on data that turned out to be erroneous and were restated in the Company's financial reports, as detailed in Section 5.3.2.2 below;

2.5 A minimum holding or vesting period for equity-based variable components in terms of office and employment, while referring to appropriate long-term incentives, as detailed in Section 5.3.3 below;

2 "Salary cost" - any payment for employment, including employer contributions, retirement payment, vehicle and the expenses of its use, and any other benefit or payment.

3 "Contractor employees employed by the Company" - employees of a manpower contractor for whom the Company is the actual employer, and employees of a service contractor employed in providing a service at the Company; in this regard, "manpower contractor", "service contractor", "actual employer" - as defined in the Employment of Employees by Manpower Contractors Law, 5756-1996.

4 The calculation of the said ratio included Company employees as well as officers in the Company receiving compensation for their tenure as officers (except for directors receiving compensation in accordance with the Compensation Regulations). With respect to said officers, the maximum possible variable compensation as stated in Section 4.4 below was included in the terms of office and employment for the purpose of calculating the ratio, but without a special grant, and with respect to the Company's CEO and the Company's Chairman of the Board, the terms of office and employment brought for approval within the framework of the shareholders' meeting, in which the compensation policy is also brought for approval, were included. The ratio was calculated based on salary for a full-time position.

5 In the 2023 compensation policy, the ratios reflected a 40% position scope; in the 2026 policy - per 100% position. For comparison purposes in the table, the 2023 data were normalized to a 100% position, and in a separate row with change markings, the 2023 data were presented as they appeared in the 2023 compensation policy.

6 Except for directors receiving compensation in accordance with the Compensation Regulations.

2.6 A ceiling for retirement terms, as detailed in sections 5.2.8 and 5.2.9 below.

3. Mapping of roles of officers in the Company to whom the compensation policy applies

The compensation policy applies to the following roles:

3.1 Active Chairman of the Board;

3.2 Director in the Company;

3.3 Company CEO;

3.4 VP in the Company or another officer in the Company who is not a director.

Transition from employer-employee relations to a service provision format and vice versa for officers in the company in any role (including if they are among the controlling shareholders or their relatives), all without increasing employment costs to the company due to the change in the engagement format, will not require approval of the general meeting of shareholders and will be approved by the Compensation Committee only. In any engagement in a service provision agreement format, the Company will ensure that the engagement includes the following provisions: (a) an undertaking by the officer to indemnify the Company for any claim filed against it, if filed, the cause of which is the existence or absence of employer-employee relations; (b) an undertaking by the officer that if it is determined by a competent authority, including by a judicial instance, that employer-employee relations existed between the parties, the consideration under the service provision agreement includes gross salary (at the rate of the total monthly payment as determined in the agreement) and all payments paid beyond the amount determined as gross salary will be considered as social contributions, other benefits, and rights relating to employer-employee relations.

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4. Compensation of the Company's Officers

The total compensation of the officers may consist of several components:

4.1 Fixed Base Payment - intended to compensate the officer for the services they provide to the Group, and the time they invest in performing their duties on an ongoing basis. The base salary takes into account the officer's skills, as well as the job requirements and the areas of responsibility and authority they bear. In addition, as far as it concerns an incumbent officer, the seniority and unique experience gained in the Group and the need for their retention will also be examined. Regarding officers operating outside of Israel, the salary levels of similar positions in the officer's place of activity will be taken into account and accordingly, these may be higher than the caps set in the compensation policy.

The monthly base salary cap for the Company's officers(**) will be as follows (in NIS thousands, based on 100% position):

Role	Base Salary Cap (*)
Active Chairman of the Board	(**)150,000
CEO	125,000
VP or other officer who is not a director	93,750

() The aforementioned amounts will be linked to the Consumer Price Index increase rate for May 2026 as published on June 15, 2026.
(*) Notwithstanding the above regarding other officers (for whom the cap refers to base salary), in the case of an active Chairman of the Board, the cap refers to monthly employment cost.

4.2 Fixed Accompanying Conditions - some are defined and set by law (such as: pension savings, severance pay contributions, loss of earning capacity insurance, vacation days, sick leave, convalescence, etc.) and some stem from market conditions or practice accepted in the relevant labor market for the Company's officers (such as: savings within a study fund).

4.3 Special Accompanying Conditions - special accompanying conditions may be added to the fixed accompanying conditions (such as: vehicle provision expenses, mobile phone and communication, signing bonus, exemption, indemnity and insurance, prior notice and retirement terms, holiday gifts, reimbursement of expenses and other benefits), which are not included in the monthly employment cost.

4.4 Variable Compensation - intended to compensate the officer for their achievements and contribution to achieving the Company's goals during the period for which the variable compensation is paid. The weight of this component out of the total compensation package may differ from one officer to another.

Variable Cash Compensation Component - an annual incentive, measurable and/or discretionary, based on the Group's long-term performance and on the officer's contribution, and incentivizes the officer to act for the promotion of the Group's business results, in general, and for the promotion of the business matters they are in charge of and responsible for by virtue of their position, in particular.

Variable Equity Compensation Component - an incentive that links the officer's compensation to the creation of value for the Company's shareholders and is intended to incentivize the officer to promote the Company's best interests and the interests of its stakeholders and the maximization of its long-term profits.

In order to ensure alignment between all compensation components and the officer's contribution, each of the officer's compensation components and all components of the officer's compensation package will be presented to the Compensation Committee and the Board of Directors when they come to discuss approval.

The cap for the value of variable components (at the time of their payment) for the Company's officers is as follows (annual):

Role	Variable Components
Role	Annual Grant (including discretionary grant)	Special Grant**	Equity Compensation*
Active Chairman of the Board	A total equal to up to 6 times monthly employment cost (without discretionary grant)	Up to a total of 250 thousand NIS	Up to a total of 1,700 thousand NIS for each vesting year
CEO	Up to a total of 14 times the monthly base salary, out of which up to 3 times monthly employment cost for a discretionary grant	Up to a total of 250 thousand NIS	Up to a total of 1,300 thousand NIS for each vesting year
VP or other officer who is not a director	Up to a total of 12 times the monthly base salary, out of which up to 3 times monthly employment cost for a discretionary grant	Up to a total of 250 thousand NIS	A total equal to up to 5 times monthly employment cost for each vesting year
Director	-	-	Up to a total equal to 50% of the cost of directors' compensation paid to that director in the calendar year preceding the grant approval date' for each vesting year

For the purpose of calculating the variable equity component, as stated in the table above - the cumulative annual fair value of the equity compensation that will be granted to the Company's officers, at the grant date, which will be based on the total economic value at the grant date divided equally by the number of years until full vesting and which is not necessarily consistent with the expense registration amounts in the financial reports according to the accounting rules applicable to the Company. In cases of cash-settled equity compensation (such as phantom options), the total fair value of the equity grant will be calculated according to the total economic value at the time of payment (as opposed to value at the grant date).
** A special grant will be paid, as far as it is paid, for special efforts by the officer and/or for one-time and exceptional events or achievements for the Company, where that officer was dominant in achieving them. It will be clarified that in any case, the total annual cash grant, which will be granted to an officer in a calendar year (annual grant - measurable and/or discretionary, and special grant) will not exceed the annual grant cap.

4.5 Unless expressly stated otherwise in the compensation policy, only base salary will be considered as the basis for calculating eligibility or accumulation of any accompanying right, including and without derogating from the generality of the foregoing, for the purpose of calculating rights

7 For the purpose of calculating the annual compensation - as far as it concerns a director who did not serve as a director in the Company for an entire year in the calendar year preceding the grant approval date, the full compensation paid to them for the previous year will be divided by the number of months in which they served as a director in the Company in that year and the result will be multiplied by 12; as far as it concerns a director who did not serve as a director in the Company at all in the calendar year preceding the grant approval date, the average annual compensation paid to similar directors (considering the type of director - external / independent / regular, and considering membership in committees) will be taken.

arising from work relations, including, but not limited to, vacation, sick leave, severance pay, pension contributions, study fund, grant, retirement grant, equity compensation, etc., to the extent that these components are included within the framework of the officer's terms of office and employment.

5. Compensation Components

5.1 Base Salary (Fixed Compensation)

5.1.1 Determining the Base Salary for Officers

The base salary for an officer will be determined during the negotiation for the officer's recruitment for the position in the Company, will be updated from time to time according to the Company's practice and will be within the range set in the compensation policy and subject to the provisions of the law.

5.1.2 Principles of Periodic Salary Review and Its Update

5.1.2.1 If necessary and at the discretion of the Company's management, the salary of the Company's officers will be reviewed and updated and this update will be brought for approval by the Company's institutions required by law.

5.1.2.2 A non-material change in the terms of office and employment of an officer who reports to the CEO (who is not a controlling shareholder in the Company), within the limits set in the compensation policy, will be approved by the Company's CEO only, subject to the terms of their office and employment matching the compensation policy. For the purposes of this policy, a "non-material change" will be considered up to 15% relative to the annual cost of the terms of office and employment of that officer that were approved by the Compensation Committee and the Board of Directors, provided that the terms of office and employment match the caps stated in the compensation policy.

5.1.2.3 The Compensation Committee is entitled to update the terms of office and employment of the Company's CEO at a cumulative rate of up to 5% relative to the terms of office and employment approved by the Company's institutions required for the approval of the CEO's terms of office and employment, provided that the terms of office and employment match the compensation policy.

5.1.2.4 In the case of an officer employed on a part-time basis, the amounts will be calculated proportionally, according to the part-time status, however, the authorized organs are entitled to determine that more than the proportional amount obtained will be given.

5.2 Accompanying Conditions and Other Benefits for Officers

In addition to the base salary, the Company may bear social and other accompanying conditions as detailed below, which will be determined according to the relevant considerations and criteria listed in section 2 above and will be subject to the provisions of any law, including extension orders, as far as they apply to the Company:

5.2.1 Pension Contributions, Loss of Earning Capacity Insurance, and Study Fund

The Company will be entitled to contribute to a pension fund, executive insurance, study fund and/or loss of earning capacity insurance according to the provisions of the law or the practice applicable in this matter.

5.2.2 Vehicles

The Company will be entitled to provide the officer with a vehicle for the performance of their duties or travel reimbursement or to pay the officer an equivalent amount in lieu of a vehicle. To the extent that the Company allocated a vehicle to the officer as stated, it will be entitled, at its discretion, to bear the expenses of its maintenance (subject to the Company's procedures as determined from time to time) and also, will be entitled to gross up the benefit value for tax purposes for the officer.

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5.2.3 Mobile phone - The company shall be entitled to provide the officer with a mobile phone device for their use. The officer shall be entitled to reimbursement for all maintenance and usage expenses of the mobile phone. The company shall be entitled to gross up the value of the benefit for tax purposes for the officer.

5.2.4 Annual leave - Officers shall be entitled to annual leave as determined in the personal employment agreements signed with each of the officers, up to a cap of 30 days per year and not less than the statutory requirement, including eligibility for accrual of vacation days and redemption of vacation days.

5.2.5 Sick days - Officers shall be entitled to sick days as determined in the personal employment agreements signed with each of the officers, up to a cap according to the law, including eligibility for accrual of sick days and without eligibility to redeem them.

5.2.6 Convalescence pay - Officers shall be entitled to payment of convalescence days and the value of a convalescence day as determined in the personal employment agreements signed with each of the officers, up to a cap of 10 days per year and not less than the statutory requirement.

5.2.7 Other benefits - The company shall be entitled to grant, from time to time, to the officer additional reasonable accompanying terms and other benefits (such as: holiday gifts, medical / dental insurance, annual medical screening tests, subscription to professional literature, subscription to financial newspapers, training, workshops, including bearing the costs of academic studies, membership fees in professional bodies, professional liability insurance, internet connection, Ten Bis / Cibus card (or similar arrangement) etc.), in accordance with what is customary in the company, including grossing up the value of the said benefits for tax purposes.

5.2.8 Termination of tenure terms - Each of the officers is entitled to a prior notice as determined according to the personal employment agreements signed with each of the officers and no more than a prior notice period of 6 months.

During the prior notice period, the officer shall continue their work in the company until the end of the prior notice period, unless the company chooses not to employ them during this period or to employ them for a shorter period, and in such a case, the company shall be entitled (but not obligated) to pay the consideration due to the officer including the accompanying terms and additional benefits, in one payment, upon actual termination of employment. Also, during the prior notice period, at the very least, the officer shall refrain from competing with the company.

5.2.9 Adjustment period - The company shall be entitled to set an adjustment period for an officer that will be determined individually (if at all) regarding each officer, during which the officer shall be entitled to the continuation of their employment and tenure terms as stated above, without being required to continue fulfilling their actual role in the company, which shall not exceed 6 months of monthly employment cost for an officer who worked in the company for at least 5 years, and which shall not exceed 3 months of monthly employment cost for an officer who worked in the company for less than 5 years, beyond the prior notice period. The company shall be entitled (but not obligated) to pay the adjustment period terms, all or part of them, all at once.

5.2.10 Severance pay - Officers shall be entitled to the payment of severance pay according to the Severance Pay Law, 5723-1963, and subject to the company's discretion, as determined within the framework of the employment agreements with the officers.

5.2.11 Expense reimbursement - Officers shall be entitled to reimbursement/payment of expenses they actually incur in the framework of their role in accordance with the company policy as will be determined from time to time. There is no cap on the total said financial reimbursement.

5.2.12 Liability insurance, indemnity, and exemption - The company shall be entitled to insure the liability of the officers serving and/or who will serve in it from time to time, including for their tenure on behalf of the company or according to its request as officers in any of the group companies, in directors and officers liability insurance, including officers who are controlling shareholders in the company or their relatives. Also, the company is entitled to grant the officers as stated or any of them letters of indemnity and/or exemption in the version customary in the company, as it will be from time to time, subject to the fact that the exemption undertaking will not apply to a decision or transaction in which a controlling shareholder in the company or an officer in the company has a personal interest.

5.2.12.1 Without derogating from the above, the officers will be covered by directors and officers liability insurance as the company shall purchase from time to time and which will include an applicability clause regarding officers who have ended their tenure in the company for a maximum period.

5.2.12.2 The cumulative liability limit in the insurance policies as stated shall not exceed 50 million US dollars, per case and for the insurance period.

5.2.12.3 The annual premium amount the company will pay and the deductible amount shall be on market terms at the time the relevant policy is issued and at a cost that is not material to the company.

5.2.12.4 In addition, the officers in the company shall be entitled, subject to the provisions of the Companies Law and the company's Articles of Association, to receive insurance coverage within the framework of officer insurance, including "Claims Made" type insurance, or any other insurance coverage which will apply to the officers in the company.

5.2.12.5 Directors and officers liability insurance (run-off) - In a case where the company sells its activity (in part or in full) and/or in a case of a merger of the company, a split, or entry into another significant business combination, the company shall be entitled to purchase a run-off directors and officers liability insurance policy for the directors and officers who served in connection with the relevant activity, subject to the conditions detailed below: (a) the insurance period shall not exceed 7 years; (b) the insurance coverage amount shall not exceed 50 million US dollars and shall be a minimum of the liability limit of the previous policy; (c) the premium and the deductible amount which the company will bear shall be on market terms and at a cost that is not material to the company.

5.2.12.6 It is clarified that any purchase of any officer insurance policy as stated above or its renewal during the validity of the compensation policy will not be brought for additional approval of the company's general meeting of shareholders, provided that the compensation policy was duly approved and that the company's Compensation Committee approves that the purchased policies indeed meet the conditions set above within the framework of the compensation policy.

5.2.12.7 Notwithstanding the above, the company may increase the liability limit of any insurance policy beyond the stated amounts, as long as the annual premium for

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the company's insurance policies and the deductible amount will be on market terms

and at a cost that is not material to the company.

5.3 Variable Components

5.3.1 Annual cash bonus (including discretionary bonus)

5.3.1.1

The company shall be entitled to grant the officers in the company bonuses, both based on criteria based on measurable targets ("measurable bonus") and at discretion or based on non-measurable criteria ("discretionary bonus") in accordance with the criteria detailed below and up to the maximum amounts detailed in section 4.4 above. It is clarified that the bonuses shall not be considered for any purpose as salary and shall not grant social rights.

5.3.1.2

The annual bonus shall be a measurable bonus and/or a discretionary bonus, where in relation to the company's CEO, the discretionary bonus component shall not exceed 3 times the monthly employment cost (an active Chairman of the Board shall not be entitled to a discretionary bonus) and in relation to an active Chairman of the Board, targets can be set for granting a measurable bonus even for a period exceeding a year.

The measurable bonus will be calculated according to meeting financial and/or strategic/functional targets detailed below, where the weight of the financial targets versus the strategic/functional targets will be determined by the relevant organs regarding each officer and in a way that allows for considering financial targets or strategic/functional targets only or a combination of both:

Financial targets - Financial targets will be calculated as a derivative of a measurable criterion from the return on equity and/or profit from operations, based on the consolidated and audited annual financial reports of the company for the year ended on December 31 of that calendar year, neutralizing the effect of a profit or loss after tax originating from accounting revaluation of non-current and non-financial asset items, neutralizing a profit or loss after tax originating from special activity that is not part of the company's ordinary course of business (the amounts that will be recorded under other expense items and other income items will be considered special activity that is not in the ordinary course of business). The degree of meeting each of the financial targets will be graded with a score according to a "grading scale", which will express the level of actual achievement of the financial target (as approved from time to time by the company's Board of Directors), according to the management reports for the calendar year for which the measurable bonus is calculated. The total score of the financial targets each year will be determined as a weighted average of the financial target scores, according to the weight of each financial target. The weight of each of the financial targets will be determined by the relevant organs regarding each officer and will range, in the case of a combination of several financial targets, between $10\%$ to $70\%$ , so that the total weight of all financial targets will be $100\%$ .

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Strategic/functional targets - The functional targets are targets required of the officer in the framework of their role for the purpose of achieving the group's strategic targets, and they will be chosen every year by the relevant organs regarding each officer during the first quarter of each year for which the measurable bonus is given. The level of meeting each of the strategic/functional targets will be graded with a score according to a "grading scale", which will express the level of actual achievement of the strategic/functional target. The total score of the strategic/functional targets each year will be determined as a weighted average of the strategic/functional target scores, according to the weight of each strategic/functional target. The weight of each of the strategic/functional targets will be determined by the relevant organs regarding each officer and will range, in the case of a combination of several strategic/functional targets, between $10\%$ to $70\%$ , so that the total weight of all strategic/functional targets will be $100\%$ .

5.3.1.3

The bonus for each of the officers will be determined according to the level of the officer's meeting the targets that will be set for them for up to a year (or more, if so determined in the plan), ending in the year for which the bonus is paid; these targets will be set as forward-looking and do not take into account results or performances already achieved in the past.

Notwithstanding the above, the relevant authorized organs for the purpose of setting targets for any of the officers will be entitled to decide on retroactive changes in the targets set for a certain officer, as far as certain events occurred during the year which create the need for updating and/or adjustment of the targets set in advance.

Also, notwithstanding the above, the relevant organs will be entitled to approve that the compensation policy will apply to the officers' bonuses, including the active Chairman of the Board, for the entire year 2026 (and not only from its effective date).

5.3.1.4 The organs authorized to set targets for a measurable bonus

The authority to set measurable targets for officers in the company will be as detailed below:

Officer	The body authorized to approve measurable targets for granting a bonus
Active Chairman of the Board	The Compensation Committee, the Board of Directors, and the General Meeting (except for exceptions as detailed below)
CEO	The Compensation Committee and the Board of Directors
Other officers (who are not directors)	The company CEO

Notwithstanding the above, the Compensation Committee and the company's Board of Directors will be entitled to set targets for a bonus for an active Chairman of the Board upon the fulfillment of all the conditions detailed below:

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A. Decision is consistent with the remuneration policy;
B. It is a bonus based on measurable goals only;
C. The scope of the potential bonus is not material (up to three times the monthly employment cost);
D. The goals were set in advance by the Remuneration Committee and the Company's Board of Directors.

5.3.1.5 The Authorized Organs for Granting Discretionary and/or Special Bonuses

The authority to approve the grant of a discretionary bonus and/or a special bonus to officers in the Company shall be as detailed below:

The Officer	The Authorized Body to Approve a Discretionary and/or Special Bonus
Active Chairman of the Board	Remuneration Committee, the Board of Directors, and the General Meeting
CEO	Remuneration Committee and the Board of Directors
Other officers (who are not directors)	Remuneration Committee and the Board of Directors

5.3.2 General provisions regarding bonuses paid in cash:

5.3.2.1 Proportional bonus or ineligibility - In a calendar year during which the employment relationship between the officer and the Company ended, the above criteria will be updated proportionally according to the officer's actual period of employment in that year.

5.3.2.2 Clawback of bonus amounts paid - If and to the extent it becomes clear, in retrospect, during a period of three years after the payment date of the annual bonus, that the data on which the Company relied when granting the annual bonus are erroneous and that their restatement in the Company's financial statements is required, then the officer shall return to the Company the difference between the amount of the bonus paid to him based on said erroneous data, and the amount of the annual bonus to which he is entitled based on the data after their restatement as aforesaid. The manner of returning the amounts to the Company, including the spreading of the amounts into installments, the dates of return, the linkage of the amounts, etc., shall be determined by the Remuneration Committee and the Company's Board of Directors. Such clawback shall not apply in the case of a restatement of the Company's financial statements resulting from a change in accounting standards.

5.3.2.3 For the avoidance of doubt, if a bonus is paid to an officer under the remuneration policy, it does not and will not constitute part of the officer's salary and will not serve as a basis for calculating and/or entitlement and/or accrual of any ancillary right, including (and without derogating from the generality of the matter) it shall not be used as a component for the purposes of payment for vacation, severance pay, provisions for provident funds and the like, unless approved in advance within the framework of the employment agreement by the Remuneration Committee and the Board of Directors.

5.3.3 Equity Remuneration

Subject to obtaining the approvals of the authorized organs in the Company, the Company shall be entitled to offer the officers to participate in a plan for granting equity remuneration of the Company, including warrants

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to the Company's shares, shares, phantom warrants, RSU, and the like. The grant of equity remuneration will be carried out in accordance with an equity remuneration plan that will be in effect, as adopted from time to time and in accordance with the following principles:

5.3.3.1 Economic Value - The maximum economic value (at the date of the Board's decision on the allocation) of the total equity remuneration to be granted to an officer in a calendar year shall not exceed the amounts detailed in the table in Section 4.4 above.

5.3.3.2 Exercise Price - In the case of warrants allocation, the exercise price shall not be less than the share price at the time of the Board's decision on the allocation in a manner that will constitute a proper incentive for maximizing the Company's value in the long term, and in any case, it shall not be less than the average price of the Company's shares on the Tel Aviv Stock Exchange, during the 30 trading days preceding the date of the Board's decision on the allocation. The Company is entitled to determine adjustments to the exercise price as is customary in the case of a dividend distribution, bonus shares, rights offering, share split and consolidation.

5.3.3.3 Acceleration - The Company shall be entitled to determine, subject to obtaining the required approvals by law, provisions regarding full acceleration of the vesting periods of the equity remuneration in cases of death, disability, medical reasons and in the case of transfer/creation of control as a result of which trading in the Company's shares will cease; in addition, the Company shall be entitled to determine provisions regarding acceleration of the vesting periods of the equity remuneration in the event of termination of employment of officers in the Company as a result of the creation/transfer of control, and in this case, acceleration of the next nearest unvested tranche of securities will be allowed.

5.3.3.4 Vesting Period - The vesting period of securities shall be in one or more tranches over no less than 3 years from the date determined by the Board at the time of the decision on granting the warrants. In any case, the vesting period of the first tranche shall not be less than 12 months from this date.

5.3.3.5 Warrant Life - The duration of the warrants' life shall not exceed 10 years from the date of their grant, and in the event that the officer ceases to be employed by the Group and/or provide services to the Group, the unvested equity remuneration shall expire.

5.3.3.6 Cashless mechanism - Additionally, the Company may establish a mechanism whereby, at the time of exercise, the security holder will receive the benefit to which he is entitled in the amount of the difference between the Company's share price at the time of exercise and the exercise price determined for the securities, without being required to actually pay the exercise price (cashless mechanism).

5.3.3.7 There is a possibility that the Company will condition the vesting of the warrants, in whole or in part, for any of the warrant recipients, upon the achievement of goals to be determined at the time of allocation. Insofar as restricted shares and/or restricted share units are allocated, their vesting will be conditioned upon goals which will be determined by the Remuneration Committee and the Board of Directors (and a General Meeting as required by law), except in relation to restricted shares and/or restricted share units, the value of which at the time of grant does not exceed $25\%$ of the total benefit value at the time of grant.

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6. Ratio between Variable and Fixed Components in the Remuneration Package

The mix of remuneration components is intended to create a balance and a proper ratio between the fixed remuneration and the variable remuneration of the officers, in order to create an appropriate remuneration package and a proper incentive for the officers. Accordingly, the Company believes that the ratio between the fixed remuneration components and the variable remuneration components, in a calendar year, should be as follows⁸:

6.1 Regarding an Active Chairman of the Board - the variable remuneration component shall not exceed 70% of the total annual remuneration package.

6.2 Regarding the Company's CEO - the variable remuneration component shall not exceed 70% of the total annual remuneration package.

6.3 Regarding other officers (who are not directors in the Company) - the variable remuneration component shall not exceed 70% of the total annual remuneration package.

7. Remuneration for Directors

The directors of the Company will be remunerated in accordance with the Remuneration Regulations (including equity remuneration if and to the extent approved), where the level of remuneration will be determined in accordance with the Remuneration Regulations based on the Company's equity tier as specified in the Remuneration Regulations (as it may be from time to time) and shall not exceed the maximum limit prescribed in the Remuneration Regulations. In this regard, it will be taken into account whether the director is an expert, in accordance with the definition of an "expert external director" in the Remuneration Regulations. Furthermore, said directors shall be entitled to reimbursement of expenses in accordance with the Remuneration Regulations. The Company may enter into an agreement with a director (including the Chairman of the Board) who is not an external director, subject to the provisions of the law, under which the director will be entitled to other remuneration (for his employment in the Company or for services rendered by him to the Company), instead of the directors' remuneration or in addition to the directors' remuneration.

8. Miscellaneous

8.1 It is clarified that the remuneration components detailed in the remuneration policy do not refer to various components that the Company sometimes grants to all its employees or a portion of them, such as: parking, vacations, company events and the like, and the Company will not be limited in this regard.

8.2 Payment to an officer, who provides services to the Company as an independent contractor or through a management company, shall reflect the cost of the fixed and variable remuneration components (plus statutory taxes) in accordance with the remuneration policy.

8.3 The remuneration policy does not grant legal rights to the Company's employees, in general, and to the officers and directors in the Company, in particular. It is clarified that the remuneration components detailed in the remuneration policy constitute a framework and an upper limit only, in relation to which the personal remuneration plans for each of the officers will be determined. It should be emphasized that the Company is not obligated to grant the officers or any of them, including the directors, all the components detailed in the remuneration policy (except as required by law) and is not obligated to grant the maximum rate / maximum cap determined for each of the components. Insofar as an officer is granted remuneration lower than the remuneration described in the remuneration policy for an officer in a similar position in the Company, this will not constitute a deviation from the provisions of the remuneration policy.

8 The variable remuneration components are based on the variable remuneration caps, as determined in the remuneration policy, where the annual equity component is calculated according to the economic value, being divided equally by the number of years until the full vesting date. The ratios detailed in this section below represent desired remuneration; however, in practice, the variable remuneration component, both in cash and equity, may be lower than the rates detailed below (for example: in a year when an annual bonus is not given and/or as long as equity remuneration is not granted), and in such a case, the share of the fixed component in the remuneration mix may be higher than the rates detailed below.

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AI assistant

DANEL (Adir Yeoshua) Ltd. — Proxy Solicitation & Information Statement 2026

6739_rns_2026-07-16_4d387e4d-233a-4cdd-a940-9fa3a65631e4.pdf

4.1 General

4.2. Main changes between the previous compensation policy and the updated compensation policy

4.2.1. Labor relations in the Company:

4.2.2. Basic fixed payment:

4.2.3. Variable compensation:

4.2.4. Variable Components

4.2.5. Equity-Based Remuneration

4.3. Implementation Manner of the Previous Remuneration Policy

4.4. Summary of the reasons of the Remuneration Committee and the Board of Directors for approving the updated remuneration policy

4.5. Required Approvals; Names of the Directors who participated in the meetings of the Remuneration Committee and the Board of Directors

4.6. Names of the directors with a personal interest in approving the updated remuneration policy and the nature of the personal interest

Part C - Additional details regarding item 2 on the agenda

5.4.1. The Offeree

5.4.2. Interested Party

5.4.3. Terms of the Offered Securities, their Quantity and Terms

5.4.4. Adjustments

5.4.7. Detail of the consideration and the way it was determined

5.4.8. Name of every material shareholder or officer in the company who has a personal interest in the consideration

5.4.9. Approvals required for the granting of the warrants

5.4.10. Absence of agreements

5.4.11. Prevention or restriction in performing actions in the offered securities

5.4.12. Date of security allocation

5.5. Below are details regarding the estimation of the proposed compensation package for Mr. Levi in accordance with the Sixth Schedule of the Report Regulations (in thousands of NIS):

5.6 Summary of the reasons of the Compensation Committee and the Board of Directors for the approval of the proposed terms of office and employment for Mr. Levi and for the allocation of warrants

5.7 Required Approvals; Names of the directors who participated in the Compensation Committee and Board of Directors meetings

Part D - Additional details regarding item 3 on the agenda

6. Update of the Company's engagement terms with Prof. Racheli Magnezi, a director in the Company

6.1 Background

6.3 Summary of Compensation Committee and Board of Directors' Reasons for Approving the Update to the Engagement with Prof. Magnezi

6.4 Required Approvals; Names of the Directors who Participated in the Compensation Committee and Board of Directors Meetings

Part E - Additional Details Regarding the Meeting

7. Required Majority for Approval of Resolutions

8. Meeting and Voting Procedures

8.1 Voting Method

8.2 Meeting Convention; Adjourned Meeting; Record Date

8.4 Voting in Writing: Position Notices

8.5 Electronic Voting Paper

8.6 Notice regarding the Existence of a Personal Interest

8.7 Confirmation of Ownership

8.8 Changes to the Agenda: Final Date for Submitting a Request to Include a Subject on the Agenda by a Shareholder

8.9 Details regarding the Company Representative regarding the Treatment of the Immediate Report

8.10 Review of Documents

Appendix A - Remuneration Policy for officers

Danel (Adir Yehoshua) Ltd. Compensation Policy for Officers

1. Introduction

1.1 General Background

1.2 Definitions

2. Considerations, Criteria and Provisions for Examining and Determining Terms of Office and Employment of an Officer

2.1 Considerations:

2.2 Matters that must be addressed:

2.3 Regarding variable components in the terms of office and employment:

3. Mapping of Company Officer Positions to which the Compensation Policy applies

4. Remuneration of the Company's Officers

5. Remuneration Components

5.1 Base Salary (Fixed Remuneration)

5.1.1 Setting the Base Salary for Officers

5.1.2 Principles for Periodic Salary Review and Its Update

5.2 Fringe Conditions and Additional Benefits for Officers

5.2.1 Pension contributions, loss of earning capacity insurance and study fund

5.3 Variable Components

5.3.1 Annual cash bonus (including discretionary bonus)

5.3.1.5 Authorized organs for granting a discretionary bonus and/or a special bonus

5.3.2 General provisions regarding bonuses paid in cash:

5.3.3 Equity Compensation

6. Ratio between variable and fixed components in the compensation package

7. Compensation for Directors

8. Miscellaneous

Danel (Adir Yehoshua) Ltd.

Compensation Policy for Officers

1. Introduction

1.1 General Background

1.2 Definitions

2. Considerations, Criteria, and Provisions for Examining and Determining Terms of Office and Employment of an Officer

2.1 Considerations:

2.2 Matters that must be addressed:

2.3 Regarding variable components in the terms of office and employment:

3. Mapping of roles of officers in the Company to whom the compensation policy applies

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