DELEK GROUP LTD. ("THE COMPANY") VOTING SLIP - PART ONE. Companies Regulations (Voting Slips and Position Notices), 2005 ( the Regulations )

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1 DELEK GROUP LTD. ("THE COMPANY") VOTING SLIP - PART ONE Companies Regulations (Voting Slips and Position Notices), 2005 ( the Regulations ) 1. Type of meeting: General and special meeting of the Company s shareholders. 2. Date of meeting: Wednesday, December 3, 2014 at 10: Venue of meeting: The Company's offices in Beit Adar, 7 Giborei Israel St., Netanya, Israel. 4. Details of the topic on the agenda which may be voted on by means of voting ballots: 4.1. Resolution no. 1: Approval of a bonus for 2013 for Gideon Tadmor It is proposed to approve payment of an annual bonus of NIS 1.4 million for 2013 to Gideon Tadmor. The bonus was based on the Company's financial results for 2013 and took into consideration three measurable financial parameters set out in the Company's compensation policy ("the Performance Parameters"),and which reflect the Company's long-term goals to maximize value for its shareholders while maintaining prudent risk management, particularly in view of the Company's unique and complex holdings structure: change in adjusted net income; change in adjusted leverage ratio; amount of annual dividends. The Company's compensation committee and board of directors were presented with background material for the Company's financial results for 2013, a summary of information about performance parameters and the maximum annual bonus derived from the performance parameters, details of Gideon Tadmor's contribution to the Company in 2013, details of his employment terms and information about bonuses granted by the Company to Gideon Tadmor in the past. In addition, benchmark information prepared by an external consultant was presented for bonuses granted to CEOs of public companies, including holding companies and companies with a similar market value to that of the Company and information about a comparison of the average salary and median salary of the other Company employees. Gideon Tadmor will be required to repay surplus payments to the Company for the proposed bonus paid to him based on information that proved to be erroneous and were restated in the Company's financial statements over three years from the payment date of the surplus payments. The compensation committee will decide how to apply the repayment mechanism at its discretion, taking into account the circumstances of the specific case. For further information about the terms of Gideon Tadmor's service and employment see section of the report for convening the general meeting and section 7 of Regulation 21 in Chapter D of the Company's Annual Report for 2013 dated March 31, 2014 (ref. no ). It is noted that in 2013, Gideon Tadmor was paid a special bonus of NIS million as described in the Annual Report. Text of the proposed resolution (Resolution no. 1): "To approve payment of a special bonus of NIS 1.4 million for 2013 to Gideon Tadmor, head of oil and gas exploration in the Company" 4.2. Resolution no. 2 - Approval of a special bonus for Amir Lang It is proposed to approve an annual bonus of NIS 1.1 million for Amir Lang, VP Business Development of the Company. The bonus was determined specifically following the exceptional performance of Amir Lang, VP Business Development of the Company, in view of his actions to promote the Company's strategy regarding disposal of assets and focusing on the Company's core business, while leading significant transactions in the Company to realize the strategy, as described in section 3.2 of the report for convening the general meeting. The Company's compensation committee and board of directors were presented with background material that includes a description of Amir Lang's contribution to the Company in advancing transactions for disposal of assets, details of his employment terms, and information about bonuses granted by the Company to Amir Lang in the past. Comparative information was also presented for the average salary and median salary of the other Company employees. Text of the proposed resolution (Resolution no. 2): "To approve payment of a special bonus of NIS 1.1 million for Amir Lang, VP Business Development of the Company"

2 5. Review of documents The immediate report and the full text of the proposed resolution can be viewed on the website of the Tel Aviv Stock Exchange Ltd. at and the distribution site of the Israel Securities Authority at Furthermore, the notice to shareholders and a copy of any document relating to the above issues, are available for viewing at the Company's offices at 7 Giborei Israel Street, Netanya, Israel, subject to provisions of the law, during regular business hours, by prearranged appointment (tel ), up to the date set for convening the general meeting. 6. Majority required to adopt the proposed resolution The majority required to adopt the resolution described above is the majority as set in section 267A(b) of the Companies Law, 1999 ("the Companies Law"), according to which the general meeting may approve the resolution by a simple majority, provided that one of the following is fulfilled: 6.1. The count of the majority votes at the general meeting includes a majority of all the votes of the shareholders who do not have a personal interest in approving the transaction, and who participate in the vote. the count of all the votes of the shareholders will not take abstentions into account; 6.2. The total number of votes against the resolution among the shareholders referred to in subsection (1) above does not exceed two percent of all the voting rights in the Company. 7. Additional details The written vote will be cast using Part Two of this voting ballot. In Part Two of the voting ballot, space is allocated for indicating the existence or absence of a personal interest, and for a description of the nature of such personal interest. It is hereby clarified that a ballot in which the shareholder has not indicated the existence or absence of a personal interest, or has not described the nature of such personal interest (if any), will not be counted in the vote. This voting ballot is only valid when attached to confirmation of ownership of shareholders holding shares through a TASE member (under Section 177 (1) of the Companies Law), or a photocopy of the ID, passport or certificate of incorporation, if the shareholder is registered in the Company's register. The deadline for delivering the voting ballot is 72 hours before the time of the vote, i.e. Sunday, November 30, 2014 at 10:00 The deadline for delivery of the position notice to the Company by the company's shareholders is up to 10 days following the effective date, i.e. Thursday, November 13, The deadline for delivery of the board of director's response to the position notice is no later than 5 days after the deadline for delivery of the position notice to the Company, i.e. Tuesday, November 18, 2014 The voting ballot and position notice will be delivered by hand or by registered mail to the Company's offices, at Beit Adar, 7 Giborei Israel Street, Netanya, Israel. The voting ballot and position notice are available on the website of the Tel Aviv Stock Exchange and the distribution site of the Securities Authority at Shareholders are entitled to receive confirmation of ownership at a branch of the TASE member or by mail, if so requested. This request should be made in advance with reference to a specific securities account. An unregistered shareholder is entitled to receive by , free of charge, a link to the text of the voting slip and position notices on the distribution website, from the TASE member through which it holds its shares, unless it notified the TASE member that it does not wish to receive such a link or that it wishes to receive voting ballot and position notices by mail, for payment. Notice regarding the voting ballot will also apply to the receipt of position notices. One or more shareholders holding shares representing five percent or more of the total voting rights in the Company, and a shareholder holding this percentage of the total voting rights which are not held by a controlling party in the Company, as defined in Section 268 of the Law, are entitled individually or by proxy, after the annual and special meeting has been convened, to review the voting ballot delivered to the Company, at the Company's registered office during regular working hours, by prearranged appointment. at

3 The number of shares representing 5% of all voting rights in the Company is 583,230 ordinary shares. The number of shares representing 5% of all voting rights in the Company that are not held by a controlling shareholder is 220,640 ordinary shares. Subsequent to publication of the voting ballot, the agenda may be amended, including the addition of an item on the agenda, and position papers may be published. The updated agenda and position notices that were published may be reviewed in the Company's reports on the distribution site. The last date for the Company's publication of an amended notice with the updated agenda after adding an item as set out in section 5 in the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Adding an Item to the Agenda), 2000, and furnishing an amended voting ballot in accordance with the provisions in section 4(B) of the Regulations, is up to 14 days after convening the meeting, i.e. Thursday, November 6, 2014 Shareholders should mark their vote on the issue on the agenda on the second part of this voting ballot.

4 VOTING SLIP - PART TWO Companies Regulations (Voting Slips and Position Notices), 2005 ( the Regulations ) Company name: Delek Group Ltd. Company address (for delivery and mailing of voting ballot): Beit Adar, 7 Giborei Israel St., Netanya, Israel Company number: Date of meeting: Wednesday, December 3, 2014 at 10:00 Type of meeting: General and special Date of record: Monday, November 3, 2014 Details of the shareholder Name of shareholder ID no. If the shareholder does not have an Israeli ID card - Passport no. Country of issue Valid until If the shareholder is a corporation - Corporation number Country of incorporation

5 Voting method Item on the agenda Manner of vote 1 In respect of approval of a transaction in accordance with sections 255 and 272 to 275 of the Companies Law, the majority required for approval is not a simple majority, or compensation policy in accordance with section 267A - Are you a controlling shareholder, interested party in the resolution, senior officer or institutional investor? 2 To approve payment of a special bonus of NIS 1.4 million for 2013 to Gideon Tadmor, head of oil and gas exploration in the Company To approve payment of a special bonus of NIS 1.1 million for Amir Lang, VP Business Development of the Company For Against Abstain Yes* No * Details of the interest - Date: Signature of the shareholder: For shareholders who hold shares through a TASE member (under section 177(1) - this voting ballot is valid only when attached to confirmation of ownership, except for online voting. For shareholders registered in the Company's Register of Shareholders this voting ballot is valid when attached to a photocopy of the ID card / passport / certificate of incorporation * Individual 1 2 Absence of a mark will be considered an abstention for that item. The vote of a shareholder who does not complete this column or who marks "yes" without providing details, will not be counted.