Zooz Power Ltd.

Proxy Solicitation & Information Statement • Oct 17, 2025

ex99-3.htm EX-99.3 1 of 3 EX-99.3 10/16/2025 12:57 PM

Exhibit 99.3

ZOOZ STRATEGY LTD.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOVEMBER 21, 2025

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The shareholder(s) hereby appoint/s Ms. Ruth Smadja as proxy with the power to appoint her substitute, and hereby authorize/s her to represent and to vote as designated on the reverse side of this Proxy, all of the ordinary shares of ZOOZ Strategy Ltd. (formerly ZOOZ Power Ltd.) (the "Company") held of record in the name of the undersigned at the close of business on Monday, October 27, 2025, that the shareholder(s) is/are entitled to vote at the annual general meeting of shareholders to be held at 4:00 PM (Israel time), on Friday, November 21, 2025, at the offices of the Company, 4B Hamelacha St., Lod, Israel and any postponement or adjournment thereof (the "Meeting").

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE BY THE SHAREHOLDER(S), THIS PROXY WILL BE VOTED FOR THE PROPOSAL, AND AS SUCH PROXY DEEMS ADVISABLE WITH DISCRETIONARY AUTHORIZATION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT OR ADJOURNMENTS THEREOF. ABSTENTIONS WILL BE COUNTED AS PRESENT FOR PURPOSES OF DETERMINING A QUORUM BUT WILL NOT BE COUNTED IN CONNECTION WITH THE VOTE ON ANY PROPOSAL AS TO WHICH THE SHAREHOLDER HAS ABSTAINED.

(Continued and to be signed on the reverse side)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ZOOZ STRATEGY LTD.

NOVEMBER 21, 2025

Please date, sign and mail your proxy card in the envelope provided as soon as possible

THE BOARD OF DIRECTORS (THE "BOARD") RECOMMENDED A VOTE "FOR" PROPOSAL NO. 1, 2, 3, 4, 5 AND 6. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

	FOR	AGAINST	ABSTAIN
1. To approve a new compensation policy for the Company's executives and directors, in	[ ]	[ ]	[ ]
accordance with the requirements of the Companies Law.
2. To approve the compensation terms of the Company's directors.	[ ]	[ ]	[ ]
3. To approve a clarification in the compensation terms of Mr. Jordan Fried, the Company's	[ ]	[ ]	[ ]
Chief Executive Officer and to approve Mr. Fried's 2026 Bonus Plan.
4. To approve the purchase of a directors' and officers' liability insurance policy.	[ ]	[ ]	[ ]
5. To approve the re-election of Christine Y. Zhao to the Board as a Class I Director.	[ ]	[ ]	[ ]
6. To approve the re-appointment of Kesselman & Kesselman, Certified Public Accountants	[ ]	[ ]	[ ]
(Isr.), a member firm of PricewaterhouseCoopers International Limited ("PwC"), as the
independent registered public accounting firm of the Company for the fiscal year ending
December 31, 2025, and for the period commencing January 1, 2026 and until the next annual
general meeting of the Company's shareholders and to authorize the Board of Directors, upon
the recommendation of the Audit Committee, to set the remuneration of PwC, in accordance
with the volume and nature of its services.

BY EXECUTING THIS PROXY CARD, YOU HEREBY CONFIRM AND DECLARE THAT YOU ARE NOT A CONTROLLING SHAREHOLDER AND DO NOT HAVE A PERSONAL INTEREST IN THE APPROVAL OF PROPOSALS NO. 1, 2, 3 AND 4, EXCEPT IF YOU HAVE NOTIFIED IN WRITING AND IN ADVANCE THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN THE APPROVAL OF PROPOSALS NO. 1, 2, 3 AND/OR 4, AS DETAILED HEREIN. IF YOU THINK NONETHELESS THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN THE APPROVAL OF PROPOSALS NO. 1, 2, 3 AND/OR 4, PLEASE DELIVER A WRITTEN NOTICE TO THE COMPANY'S CHIEF FINANCIAL OFFICER BY EMAIL AT RUTH.SMADJA@ZOOZPOWER.COM, WITH A COPY TO THE COMPANY'S ISRAELI EXTERNAL COUNSEL, ADV. IVOR KRUMHOLTZ OF SHIBOLET & CO. LAW FIRM BY EMAIL AT I.KRUMHOLTZ@SHIBOLET.COM. IF YOUR SHARES ARE HELD IN "STREET NAME" BY YOUR BROKER, BANK OR OTHER NOMINEE AND YOU THINK THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN THE APPROVAL OF PROPOSALS NO. 1, 2, 3 AND/OR 4, YOU SHOULD DELIVER A WRITTEN NOTICE TO YOUR BROKER, BANK OR OTHER NOMINEE OF THAT STATUS, AND THEY IN TURN SHOULD NOTIFY THE COMPANY AS DESCRIBED IN THE PRECEDING SENTENCE.

TO AVOID CONFUSION, EACH VOTING SHAREHOLDER VOTING IN PERSON, BY PROXY (INCLUDING BY VOTING INSTRUCTION CARD) OR THROUGH THE ELECTRONIC VOTING SYSTEM, WHO HAS NOT DELIVERED A WRITTEN NOTICE TO THE COMPANY THAT HE OR SHE IS AN INTERESTED SHAREHOLDER (AS DEFINED IN THE PROXY STATEMENT), WILL BE DEEMED TO CONFIRM THAT SUCH SHAREHOLDER IS NOT AN INTERESTED SHAREHOLDER.

PLEASE NOTE THAT IT IS UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN ANY OF THE ABOVE PROPOSALS.

YOU ARE NOT DEEMED TO HAVE A PERSONAL INTEREST IN THE ADOPTION OF A PROPOSAL IF YOUR INTEREST IN SUCH PROPOSAL ARISES SOLELY FROM YOUR OWNERSHIP OF OUR SHARES.

PLEASE SEE THE PROXY STATEMENT FOR FURTHER EXPLANATION AS TO WHO IS CONSIDERED A CONTROLLING SHAREHOLDER OR HAS A PERSONAL INTEREST IN THE VOTE.

	To change the address on your account, please check the box at right and indicate your new address in the address space above. [ ]
	Please note that changes to the registered name(s) on the account may not be submitted via this method.
Signature of ShareholderDate
Signature of ShareholderDate
	NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.