Notice of AGM and Directorate Changes

LEI: 213800FLQUB9J289RU66

5 November 2025

BATM Advanced Communications Limited

("BATM" or "the Group") 

Notice of Annual General Meeting

and Directorate Changes

BATM (LSE: BVC; TASE: BVC), a global provider of advanced network infrastructure, cybersecurity and diagnostic technologies, gives notice that the annual general meeting of shareholders ("AGM" or the "Meeting") of the Group is to be held at 10.00am Israel time (12.00pm UK time) on 10 December 2025 at the Group's registered office at 4 Ha'harash Street, Nave Ne'eman Industrial Area, P.O.B. 7318, 4524075 Hod Hasharon, Israel.

In order to enable shareholder engagement and participation for those unable to physically attend the Meeting, shareholders will be able to access the Meeting via videoconference.

Further information on the resolutions and details on how to attend the Meeting via videoconference can be found in the Notice of AGM that, along with forms of proxy and direction, has today been made available on BATM's website at: www.batm.com.

Sale of AMS

Further to the Group's announcement of 6 October 2025, among the resolutions to be proposed at the Meeting is a special resolution seeking independent shareholder approval of the sale of A.M.S 2000 Trading Impex SRL ("AMS"), a subsidiary of the Group that distributes diagnostic laboratory equipment in Romania, to Dr. Zvi Marom, a non-executive director and significant shareholder of the Group, in exchange for his entire shareholding of 96,794,500 ordinary shares of NIS 0.01 each in BATM ("Ordinary Shares"), representing c. 22.2% of the existing issued share capital. Dr. Marom has undertaken not to vote on this resolution.

The sale of AMS marks a key milestone in the execution of the Group's strategy to exit its non-core activities and focus on its core strengths. The Group is prioritising its higher-margin activities that are in substantial, high-growth markets and where it can leverage its decades of experience of delivering highly innovative solutions. By disposing of its non-core assets, the Group will be able to provide greater resources and focus to its identified core strengths to drive growth in these activities where the Board believes greater opportunities exist to maximise shareholder value.

Assuming shareholder approval is obtained, the Board intends to complete the transaction as soon as practicable, subject to satisfaction of all conditions.

Directorate Changes

The resolutions to be proposed to the AGM include resolutions appointing Leor ("Lior") Miles, current Chief Financial Officer, as an Executive Director of the Group; Gil Sharon as a Non-executive Director of the Group; and Ayala Hakim as an External Director, as defined under Israeli law, of the Group (together, the "Proposed Directors"). The appointment of the Proposed Directors will take effect from the conclusion of the Meeting.

Gil Sharon brings over 30 years' experience in the telecommunications industry. He is currently Chairman of IBC, an Israeli fibre optic communications company. Prior to IBC, he was Executive Chairman of Bezeq Group (TASE: BEZQ), the largest telecommunications group in Israel, and Chairman of its subsidiaries: Pelephone, a mobile network operator; Yes, a television and internet service provider; and Bezeq International, a business internet services, international communication, integration and IT solutions company. Other roles have included Chairman, CEO and co-investor of Golan Telecom.

Ayala Hakim is currently a director of Bank Yahav, which is a retail bank in Israel that was established in 1954. She served as the Chief Information Officer of Mizrahi-Tefahot Bank Ltd., one of Israel's largest financial institutions, and CEO of its technology division from 2013 until 2025. During her tenure, she led large-scale digital transformations, enterprise IT strategy - including harnessing and leveraging technology to implement the bank's business strategy and create new business opportunities - and complex system integrations. Prior to joining Mizrahi-Tefahot Bank, Ayala spent over 30 years in leadership roles focusing on technology and IT for the Israeli government.

In accordance with Israeli Companies Law, the Group requires shareholder approval to appoint new Directors. The required disclosures pursuant to UK Listing Rule 6.4.8 in relation to the Proposed Directors will be made in due course subject to their appointments.

Dr. Gideon Chitayat, who has been a Director of the Group since 2010 and Chairman since 2015, has informed the Board that he intends to step down as Chairman and as a Director of the Group at the end of 2025, following the election by the Board of one of the Directors as the new Chairman (in accordance with Israeli law) and an orderly transition process. In addition, following the AGM, Dr. Marom, who founded BATM in 1992 and served as CEO until January 2023 when he became a Non-executive Director, will step down from the Board.

Enquiries

Forward-looking statements  

This document contains forward-looking statements. Those statements reflect the current opinions, evaluations and estimations of the Group's management, and are based on the current data regarding the Group's business as is detailed in this document and in the Group's periodical, interim and immediate reports. The Group does not undertake any obligation or make any representation that actual results and events will be in line with those statements, and stresses that they may differ materially from those statements, due to changes in the Group's business, market, competition, demand for the Group's products or services, general economic factors or other factors that can influence the Group's business and results, due to the risk factors that are detailed in the Group's Annual Report, and due to information and factors that are currently unknown to the Group's management and that, if known, would affect the management's opinions, evaluations or estimations. The Group will report the actual results and events according to its legal, accounting and regulatory obligations, and does not undertake any other obligation to report them or their deviations from the forward-looking statements, or to update any of the forward-looking statements in this document or to report that it is not valid anymore.