Bet Shemesh Engines Holdings (1997) Ltd. — Proxy Solicitation & Information Statement 2026

Apr 9, 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.

Bet Shemesh Engines Holdings (1997) Ltd.
BET SHEMESH ENGINES HOLDINGS (1997) LTD
Number in the Register: 520043480

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

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

T460 (Public)
Filed via MAGNA: 09/04/2026
Reference: 2026-01-032755

Immediate report on a meeting

Regulation 36b(a) and (d), and Regulation 36c of the Securities Regulations (Periodic and Immediate Reports), 5730 – 1970

Explanation: If one of the items on the agenda of the meeting is the approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report T138 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 (that are not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will obligate the corporation to process all the votes received in this system.

Link to the website of the voting system where it is possible to vote: Voting system

Explanation: Eligible persons entitled to vote in the system will receive their access details to the system from the TASE members.

The corporation hereby reports on: Convening a meeting

Note: In the event of a change in the time of the meeting (postponement or advancement) “Postponement of a meeting” or “Postponement by court” or “Postponement to an unknown date” should be selected.

The reference number of the last notice regarding 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 postponing the meeting

1. Type of security Share

Name of the qualifying security: Bet Shemesh NIS 1

TASE security number that entitles its holder to participate in the meeting 1081561

Record date for entitlement to participate and vote in the meeting: 16/04/2026

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

1. On the date: 09/04/2026

It was decided on Convening a meeting Special meeting __,

which will convene on Sunday on the date: 17/05/2026 at: 17:00

At the address: Offices of the Company's legal counsel, Naschitz, Brandes, Amir & Co., Advocates, 5 Tuval Street, Tel Aviv (1st floor)

1. Agenda:

Explanation: The numbering of the items on the agenda will be in accordance with their order of appearance in the meeting invitation report if attached as a file.

Items/resolutions to be raised at the meeting:

1. The subject / the 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 an addition to the salary of the Company's CEO, Mr. Ram Drori, in deviation from the compensation policy.

Transaction with the CEO concerning the terms of his office and employment pursuant to section 272(g1)(l) of the Companies Law

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

Gender: __

Attention: Filling in this field is possible only when the resolution is for the appointment of an external director only.

There is no obligation to indicate gender.

Type and ID number

Explanation: For resolutions concerning the office of a director, the director's identification number must be entered.

Is this 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

Regarding how to fill out this section and the exemption granted to companies from parallel reporting of 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 in the Securities Law or in another law for approval of the resolution

Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, the field "Declaration: there is no suitable field for classification" must be selected and "Yes" chosen for transaction with a controlling shareholder.

Only in the case of a BONDS meeting that is not a transaction with a controlling shareholder, and no suitable field was found in the table, is it necessary to explain and detail the relevant statutory sections by virtue of which the resolution is required.

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

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

In the case of a BONDS meeting

It was decided that there is another matter: __

Details of the other matter

Attention: The details of the other matter set the wording of the declaration that will be included in the online voting system. A question must be formulated so that the answer to it will be in a "Yes"/"No" format. The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option of choosing between "Yes"/"No" and the option 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 manner of convening the meetings (in the case of a meeting according to section 350):

Attention: This field sets the wording of the requirement for additional details that will be included in the online voting system. The voter will have the option of adding the details in a text field.

☐ Correction of disclosure

☐ Minor change or one that only benefits the company compared with 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 pursuant to Regulation 5b of the Companies Regulations

☐ (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 5760-2000

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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.

○ Add a new subject to the agenda after the record date due to a technical error, as follows: Explanation: After the record date it is not possible to make an amendment to the resolution other than an amendment to the terms of the transaction that benefits the company or a minor change. Also, after the record date it is not possible to add new subjects to the agenda other than 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
In accordance with section 272 (g1) (2) of the Companies Law, according to which at least one of the following must occur: (1) In the tally of the majority votes in the meeting there shall be included a majority of all the votes of the shareholders participating in the vote who are not controlling shareholders of the company or parties with a personal interest in approving the appointment, except for a personal interest that is not as a result of their relations with the controlling shareholder; in the tally of all the votes of the said shareholders, abstaining votes shall not be taken into account; persons having a personal interest shall be subject to the provisions of section 276 of the Companies Law, mutatis mutandis; or (2) The total opposing votes among the shareholders referred to in sub-paragraph (2) above shall not exceed two percent (2%) of the total voting rights in the company.
Will the holding percentage of the controlling shareholder in the corporation's shares grant the controlling shareholder the majority required to adopt the proposed resolution on the subject No

Attachment of the meeting invitation report: m7_isa.pdf

4. Attachments

4.1 Attach a file including the text of the voting form / position statements: 3n2_isa.pdf

YesText of voting form

NoPosition statements

Explanation: If a voting form and/or a position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Written Voting and Position Statements), 5766-2005. The company must consolidate all the position statements (as defined in section 88 of the Companies Law in one file) in which the date of publication of the statement, from whom it was received, and reference to the relevant page in the consolidated file will be indicated.

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

Declaration of a 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 quorum required for holding the meeting:

A lawful quorum shall be constituted at the meeting when there are present, in person or by proxy, at least two shareholders holding shares conferring on them at least $40\%$ of the Company's shares, within half an hour from the time set for the start of the meeting. If, after half an hour from the time set for the start of the meeting, a lawful quorum is not present, the meeting shall be adjourned to the business day following the day of the meeting, at the same time and in the same place without further notice, or to another day, time and place as determined by the Board of Directors in a notice to the shareholders, and at the adjourned meeting the matters for which the first meeting was convened shall be discussed. If no lawful quorum is present at the adjourned meeting as aforesaid, a single shareholder who is present in person or by proxy shall constitute a lawful quorum, unless the meeting was convened at the request of shareholders..

1. In the absence of a lawful quorum, the adjourned meeting will be held on 18/05/2026, at 17:00,

At the Offices of the Company's legal counsel, Naschitz, Brandes, Amir & Co., Advocates, 5 Tuval Street, Tel Aviv (1st floor).

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

1. The place and times at which it is possible to review any proposed resolution whose wording has not been fully set out in the agenda above

The wording of the proposal has been fully set out in detail in the invitation report..

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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.

Meeting identifier: ____

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

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

	Name of signatory	Position
1	Dov Feldman	Chief Financial Officer

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (5730 – 1970), a report filed under these regulations shall be signed by those authorized to sign on behalf of the corporation. Staff's position on the matter can be found on the Authority's website: click here.

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

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange	Form structure update date: 09/12/2025
Short name: Bet Shemesh
Address: Virginia 1, Western Industrial Zone, Bet Shemesh9905529	Telephone: 02-9909201, Fax: 02-9916713
E-mail: Dov.Feldman@bsel.co.il
Previous names of reporting entity:
Electronic reporter's name: Hananel Shahar	Position: Attorney/Legal CounselEmployer company name: Naschitz, Brandes, Amir & Co.
Address: Tuval5, Tel Aviv6789717	Telephone: 03-6235000Fax: 03-6235018E-mail: shananel@nblaw.com