🗳️ What This Document Is

This document is a Proxy Statement, which is essentially an instruction manual for the company’s shareholders. 📜 It informs you about an upcoming Annual Meeting of Shareholders and outlines all the votes that will be placed before you. Because the filing is complex, it doesn't contain financial metrics, but rather governance proposals and detailed rules.

👉 Why it matters: If you hold eToro stock, reading this is crucial because it tells you exactly how your votes will be counted and what changes the company's foundational rules are asking you to approve.

The meeting is scheduled for May 26, 2026, at 3:00 p.m. Israel time, at the company’s offices in Bnei Brak, Israel. Johnathan Alexander Assia, Chairman and CEO, notes that the Board of Directors unanimously recommends voting “FOR” each proposal.

🏢 What The Company Does

eToro Group Ltd. is a company operating in the financial services space. 🌍 While the filing doesn't detail its trading features, the context suggests it is a platform that allows users to participate in investments and trading.

👉 The Share Structure: The company has a dual-class share structure, which is a key piece of governance information.

• Class A Common Shares: These carry only one (1) vote per share.
• Class B Common Shares: These are significantly more powerful, carrying ten (10) votes per share. This structure gives the holders of Class B shares substantial voting power relative to Class A shares.

👑 Governance: Re-Electing Directors

The first major item up for vote is the re-election of two directors: Eddy Shalev and Laura Unger. 👨‍💼 Corporate directors set the strategic direction and oversee management.

👉 The Candidates:

• Eddy Shalev: Re-election will keep him serving until the 2029 annual meeting. He has a long tenure, having served since December 2014, and has extensive experience in venture capital and Israeli financial services.
• Laura Unger: Her proposed term extension will also run until 2029. Her background is highly specialized, including roles as a former SEC Commissioner and Acting Chair.

🧑‍💻 Ratifying the Independent Auditors

The second proposal asks shareholders to ratify (approve) the continued appointment of Kost Forer Gabbay & Kasierer, a member of EY Global. 📊 This firm is the company’s independent registered public accounting firm for the year ending December 31, 2026.

👉 Financial Transparency: The Board provided a look at audit fees paid to the firm, which increased from $2,788 thousand in 2024 to $2,997 thousand in 2025.

• Audit-Related Fees: The company also reported a notable increase in "Audit-Related Fees," rising from $0 in 2024 to $350 thousand in 2025.
• Why it matters: Shareholders are approving who verifies the company’s financial books. The Board emphasizes that even if shareholders fail to ratify, it doesn't force the company to switch auditors, but it sends a formal notice to the Board.

📝 Governance: Key Bylaw Amendments

Proposal 3 is the most detailed, asking for several critical changes to the Company’s Amended and Restated Memorandum and Articles of Association (A&R Memorandum and Articles). These amendments are highly technical and fundamentally change how the company operates. 📜

🔗 Class B Transfer Amendment

This proposal updates the definition of a "Class B Transfer." In simple terms, when you pass on Class B shares, they usually automatically convert into Class A shares (losing their 10:1 voting power advantage).

👉 What the change does: The amendment clarifies that simply creating a pledge (a security interest) on Class B shares, like using them as collateral for a loan, will not be considered a "Class B Transfer."

• Why it matters: This gives shareholders greater flexibility to use their highly valuable Class B shares as collateral for financing without immediately losing their distinct voting power. However, the proposal does note that if the pledge is enforced (meaning the shares are forced into sale), the shares will automatically convert to Class A shares.

📅 Record Date Amendment

This proposal removes a specific requirement that the Board fix a record date for voting no earlier than the date notice is sent.

👉 The Impact: This change gives the Board "operational flexibility." Instead of needing to wait until the notice date to set the voting list, the Board can fix the record date earlier.

• Why it matters: This aligns the company's procedures with modern market practices for BVI-incorporated companies, allowing them to coordinate logistics (like printing proxy materials) more efficiently.

⚖️ Adjourned Meeting Quorum Amendment

This amendment changes the rule for what constitutes a quorum (the minimum number of votes needed to hold a valid meeting) if the meeting has to be postponed.

👉 The Change: It replaces the current requirement of needing not less than one-third (1/3) of votes for an adjourned meeting with a much easier standard: merely any one or more shareholders present in person or by proxy.

• Why it matters: This dramatically increases the chance that the meeting can proceed, even if shareholder participation is low. The Board notes this change only applies to adjourned meetings, not the original meeting quorum.

💡 Adjournment Proposal

Proposal 4 is a contingency plan. It asks the shareholders to instruct the Chairman to adjourn the meeting if the voting results for Proposals 1, 2, or 3(a)-(c) are not sufficient to pass. 🗓️

👉 Why it matters: This ensures that if the first round of voting fails to pass key corporate governance items, the shareholders have a built-in mechanism to meet again to try voting on the issues.

👥 Who Owns the Shares (As of March 31, 2026)

This table is essential for understanding who has influence. It shows the total holdings of large institutional investors and executives. 💼

👉 Key Ownership Figures:

• Total Class A Shares: 66,806,610 outstanding.
• Total Class B Shares: 12,720,480 outstanding.
• Largest Single Bloc: Yoni Assia, along with his affiliated entities, holds the largest combined voting power (29.95% Class A, 9.99% Class B), contributing significantly to the overall power.
• Management Group: All executive officers and directors as a group hold a combined voting power of 35.99%.

⚙️ Voting Logistics & Deadlines

The voting process is highly structured and critical for shareholders to follow. 📬

👉 Voting Methods: Shareholders can vote in person, or by proxy (mail, phone, or internet).

• Key Deadline: Proxies must be submitted to Broadridge Financial Solutions no later than 11:59 p.m. ET on May 25, 2026.
• Record Date: The official date to determine who is eligible to vote is April 15, 2026.
• Important Note: If you hold shares through a bank or broker, you must take specific action to instruct them on how to vote, or your vote will not count on the non-routine proposals (Proposals 1, 3, and 4).

---

🧠 The Analogy

Voting on these bylaws is like updating the constitution of a local club. You aren't changing what the club does (that's the business), but you are changing the rules by which it operates. The biggest rule change (the Class B Transfer Amendment) is like giving a member a specialized membership card: it allows them to temporarily put up collateral (using their card as security) without the system thinking they have quit the club entirely—it preserves their voting rights until the last minute.

🧩 Final Takeaway

This proxy statement is overwhelmingly a governance filing. The Board is using the Annual Meeting to seek approval for significant procedural changes (like easing quorum requirements) and to protect the unique rights and elevated voting power of Class B shares.