Notice of GM and Update on Transaction

BATM Advanced Communications Ld

17 August 2026

LEI: 213800FLQUB9J289RU66

17 August 2026

BATM Advanced Communications Limited

("BATM", the "Company" or "the Group")

Notice of General Meeting

Update on Sale of Non-Core Businesses

and Proposed Director Appointment

BATM (LSE: BVC; TASE: BVC), a global provider of advanced network infrastructure and cybersecurity technologies, gives notice of a general meeting of shareholders ("GM" or the "Meeting") of the Company to be held at 12.00pm Israel time (10.00am UK time) on 24 September 2026 at the Company's registered office at 4 Ha'harash Street, Nave Ne'eman Industrial Area, P.O.B. 7318, 4524075 Hod Hasharon, Israel.

Further to the Company's announcement of 22 June 2026, the purpose of the Meeting is to seek shareholder approval of the sale of three of the Group's remaining four non-core activities, comprising seven corporate entities (the "Disposed Businesses"), and the sale of 96,794,500 ordinary shares of NIS 0.01 each in BATM ("Ordinary Shares") held by Sunstring Ltd (the "Sale Shares"), one of the Disposed Businesses (together, the "Transaction").

The Transaction represents significant progress on the Group's strategy to exit its non-core activities, streamline its operations and concentrate resources on its core strengths of networking and cybersecurity. Following completion of the Transaction, only one non-core subsidiary would remain: the Group's environmental monitoring company in Hungary, which the Board would consider selling should there be an appropriate opportunity. This repositions BATM as a high-technology specialist delivering mission-critical secure managed networking, quantum encryption and cybersecurity solutions to governments, critical infrastructure providers and global enterprises ("Continuing BATM"). The net cash proceeds from the Transaction will be used to scale the commercial pipeline of Continuing BATM, accelerate R&D programmes and for strategic M&A.

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

Update on the sale of non-core businesses

As noted in the Company's announcement of 22 June 2026, sale of some of the Disposed Businesses was subject to rights of first refusal or tag along of minority shareholders in those businesses. As described in the Circular, the minority shareholders did not exercise those rights. Accordingly, the Company is proceeding with the Transaction, reserving all of its rights.

The disclosures required in accordance with UK Listing Rule 7.3.2R are set out in Appendix 1 (Historical Financial Information) and Appendix 2 (Additional Information) of this announcement.

Proposed Director appointment

The Board is also seeking shareholder approval for the election of Mr. Haim Dor to the Board of Directors of the Company, subject to completion of the Transaction, from the date of such completion and until the following annual general meeting of the Company. Mr. Dor (who may assign his rights to entities owned or controlled by him) is the proposed purchaser of the Disposed Businesses and the Sale Shares. Following completion of the Transaction, Mr. Dor would hold approximately 22% of the Company's issued share capital and voting rights.

Mr. Dor has over 35 years' experience investing in, and developing, companies across various industries. During the past 20 years, he has focused primarily on the healthcare sector. Over the last decade, Mr. Dor was the founder and a significant shareholder of Raphael Hospitals Ltd. He played a leading role in the planning, establishment, and operation of Raphael Hospital, which was founded in Tel Aviv as a modern and innovative institution combining advanced technologies, leading medical teams, and a broad range of surgical and medical services. Mr. Dor has extensive experience in strategic investments and business development.

There are no other disclosures required pursuant to UK Listing Rule 6.4.8 in relation to the appointment of Mr. Dor.

Gil Sharon, Chairman of BATM, said: "We are pleased to be proposing to shareholders the approval of this transformational transaction. It will reposition BATM as a high-technology specialist delivering mission-critical secure managed networking and quantum encryption solutions - operating in high-growth and high-margin markets. It will also provide us with significant additional resource to invest in accelerating these activities.  

"We look forward to welcoming Haim Dor to the Board, subject to shareholder approval and the completion of the transaction, who will bring significant business experience and expertise. He shares our vision for BATM and our commitment to achieving our potential. We look forward to working with him as we enter this exciting new chapter."

Enquiries

BATM
Moti Nagar, Chief Executive Officer	+972 9866 2525
Lior Miles, Chief Financial Officer
Shore Capital
Mark Percy, Anita Ghanekar, James Thomas (Corporate Advisory)	+44 20 7408 4050
Gracechurch Group
Harry Chathli, Claire Norbury	+44 20 4582 3500
KK Advisory
Kam Bansil, Steve Keeling	+44 20 7039 1901

Certain information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this announcement, this information is now considered to be in the public domain.

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.

Appendix 1 - Historical Financial Information

The following historical financial information relating to the Disposed Businesses has been extracted without material adjustment from the consolidation schedules and supporting accounting records that underlie the audited consolidated financial statements of the Group for the years ended 31 December 2024 and 31 December 2025. There have been no changes to the accounting policies applicable to this information in those periods.

Consolidated balance sheet of the Disposed Businesses

(US$m)	As at 31 December
	2025	2024
Current assets	41.9	35.2
Non-current assets	12.8	25.8
Current liabilities	(21.2)	(17.6)
Non-current liabilities	(3.5)	(3.6)

Consolidated statement of profit or loss of the Disposed Businesses

(US$m)	Year ended 31 December
	2025	2024
Revenue	54.4	49.3
Adj. operating profit/(loss)*	2.2	(2.8)
Adj. net profit*	0.4	(4.3)

* 2025 figures adjusted to exclude the 1) exceptional contribution to the operating profit of Sunstring of the $14.1m capital gain from the sale during 2025 of the Group's diagnostics distribution business, A.M.S 2000 Trading Impex SRL ("AMS") and 2) share of loss of a joint venture and associated companies and share of loss of financial balances of a joint venture and associated companies of $18.2m. 2024 figures include an expense of $3.3m due to the write-off of goodwill and intangible assets.

Ador Diagnostics Ltd

ADOR Diagnostics Ltd ("ADOR") is an associate company of the Group. The Group's share of loss for ADOR during the years ended 31 December 2024 and 2025 are below. The results for 2025 reflect the write-off of the Group's total investment in, and its financial balances with, ADOR, which amounted to $18.7m.

(US$m)	Year ended 31 December
	2025	2024
Share of loss of ADOR, an associated company	(17.0)	(0.2)
Share of loss of financial balances of ADOR, an associated company	(1.7)	-

$18.2m of the expense due to the write off of the Group's investment in ADOR was recognised by one of the Disposed Businesses, being the entity that directly holds the shares in ADOR, and the remaining $0.5m was recognised by Continuing BATM.

Appendix 2 - Additional Information

1.   Details of any legal and arbitration proceedings

1.1   Continuing BATM

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Group and/or Continuing BATM, other than a claim regarding discontinued operations that was filed on 2019 and decided and paid on 2025, as detailed in note 20 of the 2025 annual financial statements.

1.2   Disposed Businesses

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on the Disposed Businesses' financial position or profitability.

2.   Material contracts

2.1   Continuing BATM

Other than as disclosed in the annual report and accounts for the years ended 31 December 2024 and 31 December 2025, or as set out below, there are no contracts that have been entered into by the Group or Continuing BATM (not being contracts entered into in the ordinary course of business): (i) within the period of two years immediately preceding the date of this announcement that are, or may be, material to Continuing BATM; or (ii) that contain any provisions under which the Group or Continuing BATM has any obligation or entitlement that is material to Continuing BATM.

(a)    Agreements in relation to the Transaction

A summary of the principal terms of the Transaction is set out in the Group's announcement dated 22 June 2026.

2.2   Disposed Businesses

Other than as disclosed in the annual report and accounts for the years ended 31 December 2024 and 31 December 2025, or as set out below, there are no contracts that have been entered into by the Disposed Businesses (not being contracts entered into in the ordinary course of business): (i) within the period of two years immediately preceding the date of this announcement that are, or may be, material to the Disposed Businesses; or (ii) that contain any provisions under which the Disposed Businesses has any obligation or entitlement that is, or may be, material to the Disposed Businesses.

(a)    Agreements in relation to the Transaction

A summary of the principal terms of the Transaction is set out in the Group's announcement dated 22 June 2026.

3.   Significant change in financial position

3.1   Continuing BATM

There has been no significant change in the financial performance or financial position of Continuing BATM since 31 December 2025, the end of the last financial period for which financial information of Continuing BATM has been published.

3.2   Disposed Businesses

There has been no significant change in the financial performance or financial position of the Disposed Businesses since 31 December 2025, the end of the last financial period for which financial information of the Disposed Businesses has been published, except for Sunstring. Subsequent to 31 December 2025, Sunstring sold Laborator AMS for a cash consideration of $1m. The proceeds of the sale were received by Continuing BATM, as the parent company.

4.   Related Party Transactions

Other than those matters disclosed in previously published annual reports and accounts of the Group and/or otherwise disclosed in this announcement (including its Appendices), there were no related party transactions entered into by the Group during the period from 31 December 2025 until the date of this announcement.

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