#Israel #Max Stock #Caesarea #Ori Max #Compensation Policy

Max Stock to Host Extraordinary General Meeting

Max Stock Ltd., a prominent extreme value retailer in Israel, has announced the schedule for an extraordinary general meeting (EGM) set for September 15, 2026. The event will focus primarily on approving significant amendments to the company’s compensation policies and the terms of office for its CEO, Ori Max. This meeting comes in light of recent evaluations aimed at fine-tuning the compensation framework within the company to ensure it aligns with its strategic objectives and market standards.

Overview of the Proposed Amendments

The agenda will feature a critical discussion regarding the Amended Compensation Policy, which has already garnered approval from the Board of Directors following recommendations from the Remuneration Committee. This amended policy is proposed to remain effective for a three-year period post-approval by the EGM.

Key adjustments outlined in the proposal include:

• - Base Compensation Updates: A revision of the fixed remuneration caps for the CEO and other high-ranking officials.
• - Total Compensation Cap Adjustments: Updating the cap on total compensation for the CEO, bringing it in line with industry standards.
• - Bonus Structure Refinements: Changes to the total bonus cap for office holders, essentially tying bonuses more closely with company performance metrics.
• - Equity Compensation Scheme Revisions: Modifications to the mechanisms surrounding equity compensation to enhance transparency and competitiveness, including changes to the exercise price criteria and the ratio of fixed to variable remuneration.

The resolution calls for the endorsement of this revised compensation framework to ensure it adequately reflects the current business environment and market dynamics.

Amendments to CEO’s Terms of Office

In addition to the compensation policy changes, the meeting will discuss amendments to the terms of office of Ori Max as CEO, which are set to take effect from October 1, 2026. The proposed updates include:

• - Management Fees Update: A new monthly management fee of ILS 280,000, which represents an increase aimed at matching the growth and responsibilities associated with his role.
• - Bonus Criteria Revision: The annual net profit targets, which form the basis for calculating Mr. Max's annual bonus, will see new benchmarks starting January 1, 2027. The bonus structure will allow for payouts based on 8, 10, or 12 months' worth of updated management fees, directly correlated to the company's financial performance.
• - Equity Compensation Grant: A notable equity compensation grant totaling ILS 5,250,000 will also be proposed. This grant will consist of options and performance-based restricted share units (PSUs), further incentivizing strong leadership and performance.

Importance of the Extraordinary Meeting

The decisions made at the upcoming extraordinary general meeting hold significant importance for Max Stock as the company navigates a competitive retail landscape. By aligning its compensation strategies with industry standards and incentivizing top management effectively, Max Stock is poised to continue its mission of delivering quality products at affordable prices to its customers.

Further details regarding the proposed resolutions, voting procedures, and the majority required for approval are detailed in the full EGM notice and proxy statement. Investors and stakeholders are strongly encouraged to review these materials, available on the company’s investor relations website.

Max Stock Ltd. has established itself as a leading player in Israel's retail sector, with its stores providing quality products across 65 locations in the country. Known for its slogan, "Dream Big, Pay Small," the company continues to thrive by prioritizing customer value and experience. For more information, visit Max Stock Investor Relations.