Aryt Industries Ltd. — Proxy Solicitation & Information Statement 2026

Apr 12, 2026

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

ARYT Industries Ltd
ARYT INDUSTRIES LTD
Registration number: 520033358

To: Israel Securities Authority
www.isa.gov.il

To: Tel Aviv Stock Exchange Ltd
www.tase.co.il

T460 (Public)

Filed on MAGNA: 12/04/2026
Reference number: 2026-01-033355

Immediate report on a meeting

Regulation 36B(a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate Reports), 1970

Explanation: If one of the items on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need for a T138 report in parallel.

Is it possible to vote by means of the electronic voting system: Yes

Note: The option to choose in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will require the corporation to process all the votes received in this system.

Link to the voting system website where voting can be carried out: Voting system

Explanation: Entitled persons who are allowed to vote in the system will receive the access details to the system from the stock exchange members.

The corporation reports on: Convening a meeting

Note: In the event of a change in the date of the meeting (postponement or advancement), "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date" must be selected.

The reference number of the last notice of the meeting is __, which was convened for the date ____

Reason for postponement or cancellation: ______

Explanation: Reference should be made to the reference number of the last notice of convening or postponement of the meeting

1. Type of security Share

Name of the entitling security: ARYT Industries NIS 0.01 par value share

The entitling security number on the stock exchange granting its holder the right to participate in the meeting 587014

The record date for entitlement to participate and vote in the meeting: 20/04/2026

Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are specified will require the sending of a corrective report.

1. On the date: 12/04/2026

It was decided on Convening a meeting. Special meeting.

which will convene on Wednesday on the date: 20/05/2026 at: 16:00

At the address: 17 HaHagana Street, Or Yehuda

1. On the agenda:

Explanation: The numbering of the items on the agenda will be according to their order of appearance in the meeting. Convening report if attached as a file.

Items/resolutions to be raised at the meeting:

1

The subject / resolution and its details:

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Approval of the update of the scope of the position and the terms of office and employment of Mr. Haim Stepler as CEO of the company, as detailed in section 2 of the attached meeting convening report, effective as of 1 January 2026

Transaction with the CEO in connection with his terms of office and employment pursuant to section 272(g1)(1) of the Companies Law

Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here

Gender: __

Attention: This field can be filled in only when the resolution is for appointment of an external director only.

There is no obligation to indicate gender.

Type and identification number

Explanation: For resolutions relating to the office of a director, the identification number of the director must be entered.

Is it a transaction between the company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? No

Does the transaction include a private offering No

With regard to how to fill in this section and the exemption given to companies from a parallel report on an additional form, see the notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or the Securities Law or another law for approval of the resolution

Explanation: For a transaction with a controlling shareholder that does not fit any field in the law sections table, select the field "Declaration: No suitable field for classification" and select "Yes" transaction with a controlling shareholder. Only in the case of a BONDS holders' meeting that is not a transaction with a controlling shareholder, and no suitable field is found in the table, must the relevant law sections by virtue of which the resolution is required be explained and detailed.

Does the subject require disclosure of affiliation or another characteristic of the voting shareholder: __

Attention: These values can be chosen only if "Declaration: No suitable field for classification" was selected in the previous table and it is not a transaction between the company and its controlling shareholder.

In the case of a BONDS holders' meeting

It was decided on the existence of another matter: __

Details of the other matter

Attention: The details of the other matter determine the wording of the declaration that will be included in the internet voting system. A question must be drafted which can be answered in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will be able to choose between "Yes"/"No" and to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the way the meetings are convened (in the case of a meeting under section 350):

Attention: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will be able to add the details in a text field.

☐ Disclosure amendment

☐ Minor change or one that only benefits the company compared to the wording of the resolution specified in the last report

☐ Removed from the agenda

☐ The subject was discussed at a previous meeting

☐ Change of subject / addition of a new subject to the agenda by court order

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Change of subject / addition of a new subject to the agenda in accordance with Regulation 5B of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000 Addition of a new subject to the agenda after the record date due to a technical error, as detailed: _ Explanation: After the record date no amendment may be made to the resolution except for an amendment in the terms of the transaction that is beneficial to the company or a minor change. Likewise, after the record date, no new subjects may be added to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations. The resolution on the agenda is brought to a vote Type of majority required for approval Not an ordinary majority As stated in section 267A(b) of the Companies Law, 1999 Will the controlling shareholder's shareholding percentage in the corporation's shares give the controlling shareholder the majority required to pass the proposed resolution on the subject No
2 The subject / resolution and its details: Approval of a one-time discretionary grant (not performance-based) to Mr. Haim Stepler as CEO of the company, as detailed in section 3 of the attached meeting convening report Transaction with the CEO in connection with his terms of office and employment pursuant to section 272(g1)(1) of the Companies Law Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here Gender: _ Attention: This field can be filled in only when the resolution is for appointment of an external director only. There is no obligation to indicate gender. Type and identification number Explanation: For resolutions relating to the office of a director, the identification number of the director must be entered. __ Is it a transaction between the company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? No Does the transaction include a private offering No With regard to how to fill in this section and the exemption given to companies from a parallel report on an additional form, see the notice to companies published on the matter at the following link: Link Explanation of the section in the Companies Law or the Securities Law or another law for approval of the resolution Explanation: For a transaction with a controlling shareholder that does not fit any field in the law sections table, select the field "Declaration: No suitable field for classification" and select "Yes" transaction with a controlling shareholder. Only in the case of a BONDS holders' meeting that is not a transaction with a controlling shareholder, and no suitable field is found in the table, must the relevant law sections by virtue of which the resolution is required be explained and detailed. Does the subject require disclosure of affiliation or another characteristic of the voting shareholder: _ Attention: These values can be chosen only if "Declaration: No suitable field for classification" was selected in the previous table and it is not a transaction between the company and its controlling shareholder. _
In the case of a BONDS holders' meeting It was decided on the existence of another matter: _ Details of the other matter _ Attention: The details of the other matter determine the wording of the declaration that will be included in the internet voting system. A question must be drafted which can be answered in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will be able to choose between "Yes"/"No" and to add details if the answer is "Yes".

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the way the meetings are convened (in the case of a meeting under section 350):

Attention: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will be able to add the details in a text field.

Disclosure amendment
Minor change or one that only benefits the company compared to the wording of the resolution specified in the last report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of a new subject to the agenda by court order Change of subject / addition of a new subject to the agenda in accordance with Regulation 5B of the Companies
Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as detailed:

Explanation: After the record date no amendment may be made to the resolution except for an amendment in the terms of the transaction that is beneficial to the company or a minor change. Likewise, after the record date, no new subjects may be added to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.

The resolution on the agenda is brought to a vote

Type of majority required for approval Not an ordinary majority As stated in section 267A(b) of the Companies Law, 1999

Will the controlling shareholder's shareholding percentage in the corporation's shares give the controlling shareholder the majority required to pass the proposed resolution on the subject No

Attachment of the meeting convening report: meeting_convening_report_isa.pdf

4. Attachments

4.1 Attachment of a file including the text of a voting paper / position statements: voting_paper_isa.pdf

YesText of voting paper

NoPosition statements

Explanation: If a voting paper and/or a position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Voting in Writing and Position Statements), 2005. The company must compile all the position statements (as defined in section 88 of the Companies Law) in a single file, indicating the date of publication of the statement, from whom it was received, and reference to the relevant page in the consolidated file.

4.2 Attachment of a file including candidates' declarations / other accompanying documents:

Declaration of the candidate to serve as a director in the corporation

Declaration of an independent director

Declaration of an external director

Declaration of appointment of a representative to the trusteeship

Amended trust deed

Application for approval of a creditors' arrangement under section 350

Other

1. The legal quorum for holding the meeting:

2. In accordance with the Articles of Association of the company, no discussion at the general meeting shall be opened unless a legal quorum is present when the meeting proceeds to do so. Except in cases where otherwise conditioned, a legal quorum shall be formed when there are present, in person or by proxy, two members holding together not less than 33% of the voting rights in the company. 2. If, after half an hour from the time appointed for the meeting, a legal quorum is not present, the meeting shall be cancelled if it was called at the demand of the members. In any other case, it shall be adjourned to the same day in the following week at the same time and place without any obligation to notify the members thereof, or to any other day or other time or other place as the Board of Directors shall determine in a notice to the

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

shareholders (hereinafter: the "adjourned meeting"). 3. If at such adjourned meeting no legal quorum is present within half an hour from the time appointed, two shareholders present in person or by proxy shall constitute a legal quorum and the meeting shall be entitled to deal with the matters for which it was called..

1. ☐ In the absence of a legal quorum, the adjourned meeting will be held on 27/05/2026, at 16:00,

At the address: 17 HaHagana Street, Or Yehuda.

☐ In the absence of a legal quorum the meeting will not be held.

1. The place and times at which any proposed resolution whose full wording was not brought in the agenda above can be reviewed

At the offices of the company, at 17 HaHagana Street, Or Yehuda, Sunday through Thursday, between 9:00 and 16:00, subject to prior coordination.

Meeting identifier: ____

Note: The meeting identifier is the reference number of the initial report. In the initial report on the meeting this field remains empty.

Details of the signatories authorized to sign on behalf of the corporation:

	Name of signatory	Position
1	Zvi Levy	Chairman of the Board of Directors
2	Haim Stepler	CEO and Director

Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted pursuant to these regulations shall be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the ISA website: click here.

Reference numbers of previous documents on the subject (the mention does not constitute incorporation by reference):

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Date of form structure update: 09/12/2025

Short name: ARYT Industries

Address: HaHagana17, Or Yehuda6021807 Telephone: 03-5388694, 03-5388603Fax: 03-5339223

Email: INFO@ARYTLTD.COM

Previous names of the reporting entity: ARYT Electro-Optical Industries Ltd

Name of electronic reporter: Avner Stern Position: Legal Counsel and Company Secretary Name of employing company:

Address: HaHagana17, Or Yehuda6021807 Telephone: 03-5388604Fax: 03-5339223 Email: avner@arytltd.com