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Rami Levi Chain Stores Hashikma Marketing (2006) Ltd. Proxy Solicitation & Information Statement 2026

Jun 2, 2026

7010_rns_2026-06-02_bda037c7-1178-4751-95e7-5f677915f87c.pdf

Proxy Solicitation & Information Statement

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Rami Levy Chain Stores Hashikma Marketing 2006 Ltd.
RAMI LEVI CHAIN STORES HASHIKMA MARKETING 2006 LTD
Number in the register: 513770669

To: Israel Securities Authority
www.isa.gov.il

To: Tel Aviv Stock Exchange Ltd.
www.tase.co.il

T460 (Public)
www.tase.co.il

Filed via MAGNA: 02/06/2026
Reference No.: 2026-01-052443

Immediate report on a meeting

Regulation 36B(a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate Reports), 1970

Explanation: If one of the items on the agenda of the meeting is the approval of a transaction with a controlling shareholder or the approval of an extraordinary proposal, there is no need to report on Form T138 in parallel.

Is it possible to vote by means of the electronic voting system: Yes

Note: The option to choose in this field is only for foreign corporations (that are not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will require the corporation to process all of the votes received in this system.

Link to the voting system website where voting can be carried out: The voting system

Explanation: Eligible persons entitled to vote in the system will receive the access details to the system from the TASE members.

The corporation announces: Convening a meeting

Note: In case of a change in the date of the meeting (postponement or advancement) select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".

The reference number of the last notice regarding the meeting is __, which was convened for the date ____

Reason for postponement or cancellation: ______

Explanation: Reference should be made to the reference number of the last notice of the convening or postponement of the meeting.

  1. Type of security Share

Name of the qualifying security: Rami Levy

The number of the qualifying security on the stock exchange, entitling its holder to participate in the meeting 1104249

The record date for entitlement to participate and vote in the meeting: 09/06/2026

Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are specified will require the submission of an amended report.

  1. On the date: 28/05/2026

It was decided on Convening a meeting Special meeting.

to be held on Thursday Date: 09/07/2026 at: 17:00

At the address: The Company's offices at 17 Tzela HaHar Street, Modi'in

  1. Agenda:

Explanation: The numbering of the items on the agenda will be in accordance with the order of their appearance in the meeting notice report if attached as a file.

Items/resolutions to be raised at the meeting:

1

The subject / resolution and its details:


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.

Approval of the Company's engagement in agreements with the club company, Isracard, and Israir Aviation, whereby Israir Aviation will purchase from the Company and from Isracard 10% of the shares of the club company, concurrently with understandings regarding cooperation between the parties, valid for a period of 8 years, as detailed in section 2 of the meeting notice report.

Declaration: No appropriate field exists for classification

Attention: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here

Gender: __

Attention: This field can be filled in only when the resolution is for the appointment of an external director.

There is no obligation to state gender.

Type and ID number

Explanation: For resolutions relating to the tenure of a director, it is required to enter the ID number of the director.

Type and ID number

Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, select the field "Declaration: No appropriate field exists for classification" and select "Yes" for a transaction with a controlling shareholder.

Only in the case of a BONDS meeting or where this is not a transaction with a controlling shareholder, and no appropriate field is found in the table, should the relevant statutory sections by virtue of which the resolution is required be explained and detailed.

Does the subject require disclosure of a connection or other characteristic of the voting shareholder: __

Attention: These values can be selected only if "Declaration: No appropriate field exists for classification" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder.

Type and ID number

Attention: The details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be formulated such that the answer will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option of choosing between "Yes" / "No" and the option to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting according to section 350):

Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add the details in a free-text field.

☐ Amendment of disclosure

☐ Minor change or change that only improves the Company compared with the wording of a resolution described in the last report

☐ Removed from the agenda

☐ The subject was discussed at a previous meeting

☐ Change of subject / addition of a new subject to the agenda by court order

☐ Change of subject / addition of a new subject to the agenda in accordance with Regulation 5B of the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a


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.

Subject to the Agenda), 2000 ☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows: _ Explanation: After the record date no amendment may be made to a resolution except for an amendment to the transaction terms that improves the Company or a minor change. Likewise, after the record date, no new items may be added to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations. The resolution on the agenda is brought for a vote Type of majority required for approval Not an ordinary majority
The majority required for approval of the resolution is an ordinary majority of all the votes of the shareholders present at the meeting who are entitled to vote and who voted therein, without taking into account abstentions, provided that one of the following is met: a. In the count of the majority votes at the general meeting, a majority of all the votes of the shareholders who are not personally interested in approving the resolution and who participate in the vote shall be included; in the count of all the votes of the said shareholders, abstentions shall not be taken into account; those who have a personal interest shall be subject to the provisions of section 276 of the Companies Law, mutatis mutandis; b. The total opposing votes among the shareholders referred to in subsection a. above shall not exceed two percent (2%) of all the voting rights in the Company. Will the controlling shareholder's percentage of holdings in the Company's shares grant the controlling shareholder the majority required to adopt the proposed resolution on the subject No
2 The subject / resolution and its details: Renewal of the terms of employment of relatives (as this term is defined in the Companies Law) of the Company's controlling shareholder, as employees (who are not officers) of the Company, as detailed in section 3 of the meeting notice report, and their update for a period of 3 years as of the date of approval of the general meeting, as detailed in Appendix A attached to the meeting notice report. Declaration: No appropriate field exists for classification Attention: A value from this table determines the wording of the shareholder's declaration in the online voting system. For the conversion table click here Gender: _ Attention: This field can be filled in only when the resolution is for the appointment of an external director. There is no obligation to state gender. Type and ID number Explanation: For resolutions relating to the tenure of a director, it is required to enter the ID number of the director. _____
Is this a transaction between the Company and a controlling shareholder therein as stated in sections 275 and 320(f) of the Companies Law? Yes Does the transaction include a private offering No Regarding how to complete this section and the exemption granted to companies from parallel reporting on an additional form, see the notice to companies published on the matter at the following link: Link Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, select the field "Declaration: No appropriate field exists for classification" and select "Yes" for a transaction with a controlling shareholder. Only in the case of a BONDS meeting or where this is not a transaction with a controlling shareholder, and no appropriate field is found in the table, should the relevant statutory sections by virtue of which the resolution is required be explained and detailed. Does the subject require disclosure of a connection or other characteristic of the voting shareholder: _ Attention: These values can be selected only if "Declaration: No appropriate field exists for classification" was marked in the previous table and this is not a transaction between the Company and its controlling shareholder. __
In the case of a BONDS meeting It was decided on the existence of another matter: ____

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.

Details of the other matter

Attention: The details of the other matter determine the wording of the declaration that will be included in the online voting system. A question must be formulated such that the answer will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option of choosing between "Yes" / "No" and the option to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting according to section 350):

Attention: This field determines the wording of the request for additional details that will be included in the online voting system. The voter will have the option to add the details in a free-text field.

☐ Amendment of disclosure
☐ Minor change or change that only improves the Company compared with the wording of a resolution described in the last report
☐ Removed from the agenda
☐ The subject was discussed at a previous meeting
☐ Change of subject / addition of a new subject to the agenda by court order
☐ Change of subject / addition of a new subject to the agenda in accordance with Regulation 5B of the Companies
☐ Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
☐ Addition of a new subject to the agenda after the record date due to a technical error, as follows:

Explanation: After the record date no amendment may be made to a resolution except for an amendment to the transaction terms that improves the Company or a minor change. Likewise, after the record date, no new items may be added to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.

The resolution on the agenda is brought for a vote

Type of majority required for approval Not an ordinary majority

The majority required for approval of the resolution is an ordinary majority of all the votes of the shareholders present at the meeting who are entitled to vote and who voted therein, without taking into account abstentions, provided that one of the following is met: a. In the count of the majority votes at the general meeting, a majority of all the votes of the shareholders who are not personally interested in approving the resolution and who participate in the vote shall be included; in the count of all the votes of the said shareholders, abstentions shall not be taken into account; those who have a personal interest shall be subject to the provisions of section 276 of the Companies Law, mutatis mutandis; b. The total opposing votes among the shareholders referred to in subsection a. above shall not exceed two percent (2%) of all the voting rights in the Company.

Will the controlling shareholder's percentage of holdings in the Company's shares grant the controlling shareholder the majority required to adopt the proposed resolution on the subject No

3.2. Additional information on the resolutions concerning transactions with a controlling shareholder in accordance with the Securities Regulations (Transaction between a Company and its Controlling Shareholder):

3.2.1. Date of approval of the transaction by the Board of Directors 28/05/2026

3.2.2. Reference number of the preliminary report _, date of its submission _

Main changes made in this report compared with the last version of the preliminary report:

Explanation: Must be completed if a preliminary report was submitted.

3.2.3. Type of transaction


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.

No. Type of transaction
1 Other Sale of shares of a subsidiary in a scope that is not material to the Company
2 Terms of tenure and employment of a relative of the controlling shareholder ____

3.2.4. Date the transaction comes into effect 09/07/2026

3.2.5. $\bigcirc$ Transaction that is not for the provision of services/terms of tenure and employment Duration of the transaction in months
$\bigcirc$ Transaction for the provision of services/terms of tenure and employment Duration of the transaction in months 36

3.2.6. To the report no financial statements were attached in accordance with Regulation 6(f) of the Securities Regulations (Transaction between a Company and its Controlling Shareholder); name of accountant

The review report/opinion of the accountant for attached financial statements is identical to the originally signed copy delivered to the Company.

If financial statements were not attached, specify the reason The corporation is a public company

3.3. The report was not accompanied by professional opinions:

No. Name of provider of the opinion Date of validity of the opinion
1 _____ _____

Attachment of the meeting notice report: 2026/07/08_isa.pdf

4. Attachments

4.1 Attachment of a file including the wording of a voting deed / position statements: 2026/07/08_isa.pdf

YesWording of voting deed

NoPosition statements

Explanation: If a voting deed and/or a position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The Company must consolidate all position statements (as defined in section 88 of the Companies Law) into a single file, in which the date of publication of the statement, the person from whom it was received, and a reference to the relevant page in the consolidated file will be indicated.

4.2 Attachment of a file including declarations of candidates / other accompanying documents: ____

Declaration of a candidate to serve as a director in the corporation

Declaration of an independent director

Declaration of an external director

Declaration of appointment of a representative to the representatives' committee

Amended trust deed

Application for approval of a creditors' arrangement in accordance with section 350

Other

  1. The legal quorum for holding the meeting:

A legal quorum shall be constituted when at least one shareholder is present in person or by proxy or by means of a voting deed holding at least $25\%$ of the voting rights in the Company (the "legal quorum"). If, at the end of half an hour from the time set for the start of the general meeting, no legal quorum is present at the general meeting, the general meeting shall be adjourned to 14 July 2026 at 17:00 at the same place. If at the adjourned meeting no legal quorum is present within half an hour from the time set for the meeting, then the adjourned meeting shall take place regardless of the number of participants..

  1. $\bigcirc$ In the absence of a legal quorum, the adjourned meeting will be held on 16/07/2026, at 17:00,

At the address: The Company's offices at 17 Tzela HaHar Street, Modi'in..

$\bigcirc$ In the absence of a legal quorum, the meeting will not be held.

  1. The place and times at which each proposed resolution whose wording was not fully brought in the agenda above can be reviewed

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.

At the Company's offices, at 17 Tzela HaHar Street, Modi'in, after prior coordination with Adv. Inbal Seidoff-Brashi, the Company's legal counsel, at telephone: 02-6481843, Sunday-Thursday during normal business hours, until the date of the general meeting..

Meeting identifier: ___

Note: The meeting identifier is the reference number of the initial report. In the initial report regarding the meeting, this field remains blank.

Details of the signatories authorized to sign on behalf of the corporation:

Name of signatory Position
1 Rami Levy Other
Director and CEO

Explanation: In accordance with Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted pursuant to these Regulations shall be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website: click here.

Reference numbers of previous documents on the subject (the mention does not constitute incorporation by reference):

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange

Date of last update of the form's structure: 09/12/2025

Short name: Rami Levy

Address: Tzela HaHar17, Modi'in7178458 Telephone: 02-6481843, 02-6331219Fax: 02-6331274

E-mail: [email protected]

Former names of reporting entity:

Name of electronic reporter: Seidoff Brashi InbalPosition: Legal Counsel and Company SecretaryName of employing company: -

Address: Tzela HaHar17, Modi'in7178458Telephone: 02-6481843Fax: 02-6331274E-mail: [email protected]