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Bet Shemesh Engines Holdings (1997) Ltd. — Proxy Solicitation & Information Statement 2026
Apr 9, 2026
6685_rns_2026-04-09_80c59f00-902e-402a-9393-9f19c0ba24ea.pdf
Proxy Solicitation & Information Statement
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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. .
Beit Shemesh Engines Holdings (1997) Ltd. ("the Company")
Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005
First Part
- Name of the Company: Beit Shemesh Engines Holdings (1997) Ltd.
- Type of General Meeting, Date and Place for its Convening
Special Meeting of the Company's shareholders (hereinafter: "the Meeting"). The Meeting will convene on May 17, 2026 at 17:00, at the offices of the Company's legal counsel, Naschitz, Brandes, Amir & Co., Advocates, at 5 Tuval St., Tel Aviv (1st floor).
- Details of the Agenda Items regarding which voting can be conducted via Voting Paper
3.1. Agenda Item No. 1: Approval of a salary increase for the Company's CEO, Mr. Ram Drori, in deviation from the compensation policy.
Update of Mr. Drori's fixed monthly salary, such that starting from January 1, 2026, for his position, Mr. Drori will be entitled to a salary increase of NIS 9 thousand per month so that his monthly salary (gross) will stand at a total of NIS 110,000.
For full details regarding the proposed compensation, see Section 3 of the Meeting summons report.
Proposed Resolution Version - to approve the update of the terms of office and employment of the Company's CEO, Mr. Ram Drori, in deviation from the Company's compensation policy.
- The Place and Hours during which the Documents may be inspected
The text of the proposal is set forth in full in detail in the agenda within this summons report.
- The Majority Required for the Approval of the Agenda Resolutions
5.1. The majority required for approval of agenda resolution no. 1 is a special majority in accordance with Section 267A of the Companies Law, provided that one of the following is met:
5.1.1. The count of majority votes at the Meeting shall include a majority of the total votes of shareholders who are not controlling shareholders in the Company or have a personal interest in the approval among the participants in the vote; in the count of the total votes of the said shareholders, the votes of those abstaining shall not be taken into account; for anyone who has a personal interest, the provisions of Section 276 of the Companies Law shall apply, mutatis mutandis.
5.1.2. The total negative votes among the shareholders mentioned in sub-paragraph 5.1.1 above shall not exceed a rate of two percent (2%) of the total voting rights in the Company.
In accordance with Section 276 of the Companies Law, a shareholder participating in the vote shall notify the Company before the vote at the Meeting or, if the vote is via a voting paper - shall mark in Part B of the voting paper in the place designated for that purpose, whether they have a personal interest in the approval of the transaction or not; if a shareholder did not so notify, they shall not vote and their vote shall not be counted.
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.
In Part B of this voting paper, space is allocated for marking the existence or absence of an affiliation, as well as another characteristic of the shareholder. It is clarified that anyone who did not mark as stated above or anyone who marked "Yes" and did not describe the nature of the personal interest or the other characteristic, their vote shall not be included in the vote count.
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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. .
6. Proof of Ownership
6.1. The voting paper will be valid for an unregistered shareholder only if proof of ownership is attached to it or if proof of ownership was sent to the Company via the electronic voting system.
6.2. A shareholder whose shares are registered with a Stock Exchange member is entitled to receive proof of ownership from the Stock Exchange member through which he holds his shares, at the branch of the Stock Exchange member or by mail or by mail to his address for delivery fees only, if he so requested, provided that the request in this matter is given in advance for a specific securities account.
Additionally, an unregistered shareholder may instruct that his proof of ownership be transferred to the Company via the electronic voting system until the closing time of the electronic voting system, six (6) hours before the start of the meeting as detailed in section 8.5 below.
7. Voting Method
7.1. The voting paper of the registered shareholder will be valid under section 177(2) of the Companies Law, only if a photocopy of an ID card, passport or certificate of incorporation is attached to it. A shareholder shall submit this voting paper or send it to the Company by registered mail so that the voting paper reaches the Company's registered office no later than four (4) hours before the time of the meeting's convening, i.e., until May 17, 2026, at 13:00.
7.2. It should be noted that shareholders are entitled to vote regarding all decisions on the agenda via a voting paper that will be transferred in the electronic voting system (hereinafter: "Electronic Voting Paper").
7.3. A shareholder whose right to a share is registered with a Stock Exchange member, and that share is included among the shares registered in the register of shareholders in the name of the Company's nominee company, is entitled to receive an identification number and access code from the Stock Exchange member as well as additional information in connection with the meeting, and after a secure identification process will be able to vote in the electronic voting system.
7.4. The Stock Exchange member will send, free of charge, by email, a link to the version of the voting paper and position statements on the distribution site of the Securities Authority at the address www.magna.isa.gov.il, to every shareholder who is not registered in the register of shareholders and whose shares are registered with that Stock Exchange member, unless the shareholder gave notice that he is not interested in this or gave notice that he is interested in receiving voting papers by mail for payment of delivery fees, provided that the notice was given regarding a specific securities account and at a time prior to the record date. His notice regarding the voting papers shall also apply regarding the receipt of position statements.
7.5. Voting via the electronic voting system will be possible from the day after the record date and until six (6) hours before the time of the meeting's convening or at an earlier time to be determined by the Securities Authority provided it does not exceed 12 hours before the time of the meeting's convening (hereinafter: "System Closing Time"). It is clarified that voting via the electronic voting system will be subject to change or cancellation until the System Closing Time, and it will not be possible to change it via the system after this time.
7.6. It should be noted that according to section 83(d) of the Companies Law, if a shareholder voted in more than one way as stated, his later vote will be counted, where a vote of a shareholder at
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.
the meeting or via proxy shall be considered later than a vote via a voting paper or via the electronic voting system.
7.7.
One or more shareholders holding shares on the record date at a rate constituting five percent or more of the total voting rights in the Company, which is an amount of approximately 476,802 shares as of this date, as well as anyone who holds such a rate out of the total voting rights which are not held by the controlling shareholder in the Company as defined in section 268 of the Companies Law, which is an amount of approximately 409,901 shares as of this date, is entitled to review the voting papers as detailed in regulation 10 of the Companies Regulations (Written Voting and Position Statements), 5766-2005.
- The Company's Address for Delivery of Voting Papers and Position Statements
At 1 Virginia St., Western Industrial Zone, Beit Shemesh (hereinafter: "Company's Offices").
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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.
9. Position Statements
9.1. The deadline for submitting position statements on behalf of a shareholder (at their own expense) to the Company's office is up to ten (10) days before the meeting date, namely May 07, 2026. The deadline for submitting the board of directors' response to position statements (if provided) if and to the extent the board of directors chooses to submit its response to said position statements is no later than five (5) days before the meeting date.
9.2. The version of the voting ballot through which voting can be conducted and position statements as defined in Section 88 of the Companies Law, if provided, are available for review on the distribution site of the Securities Authority at the address www.magna.isa.gov.il, and on the website of the Tel Aviv Stock Exchange Ltd., at the address: http://maya.tase.co.il.
10. General Remarks
10.1. It should be noted that following the publication of the voting ballot, there may be changes to the agenda, including the addition of an item to the agenda. Furthermore, position statements may be published, and the updated agenda and position statements published in the Company's reports on the Securities Authority's distribution site may be reviewed.
10.2. In the event that the Company publishes an amended notice, as stated in Regulation 5b of the Companies Regulations (Notice and Announcement of a Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000, which includes an updated agenda due to the addition of an item to the meeting's agenda, the Company will provide an amended version of this voting ballot on the day of publication of the amended notice.
10.3. A shareholder shall indicate their manner of voting regarding each item on the agenda in the form that is the second part of this voting ballot.
The manner of voting in the second part of this voting ballot
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. (the "Company")
Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 5760 - 2005
Part Two
Company Name: Bet Shemesh Engines Holdings (1997) Ltd.
Company Address (for delivery and mailing of voting papers): 1 Virginia St., Western Industrial Zone, Bet Shemesh.
Company Number: 520043480
Meeting Date: May 17, 2026, at 17:00.
Meeting Type: Special.
Record Date: April 16, 2026.
Shareholder Details:
- If the shareholder is an individual
Shareholder Name: ____
ID Number: ____
- If the shareholder does not have an Israeli ID
Passport No.: ____
Issuing Country: ____
Valid until: ____
- If the shareholder is a corporation
Corporation No.: ____
Country of Incorporation: ____
-
Number of shares by virtue of which voting: ____
-
Is the shareholder an interested party¹ / senior officer² / institutional investor (including a fund manager)³ / none of these* (mark the relevant alternative)
| Interested party in the Company | Senior officer | Institutional investor (including fund manager) | None of them |
|---|---|---|---|
Voting Method:
I, the undersigned, being the registered owner / holder of an appropriate attached proxy (if shares are held through a registration company, a certificate of ownership must be attached) of ______ ordinary shares of the Company, hereby announce that my vote at the meeting and at any meeting adjourned to this meeting of the Company, is as specified below:
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. .
- As defined in Section 1 of the Securities Law, 5728-1968.
- As defined in Section 37(d) of the Securities Law, 5728-1968.
- As defined in Regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Management Company in a General Meeting), 5769-2009, as well as a manager of a joint investment fund in trust as defined in the Joint Investment Trust Law, 5754-1994.
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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. .
| (Mark with an X in the appropriate places) Agenda items (as detailed in the Meeting Summon Report) | Voting manner (1) | Are you a controlling shareholder, or have a personal interest in the appointment(*) | |||
|---|---|---|---|---|---|
| For | Against | Abstain | Yes | No | |
| 1. Approval of a salary increase for the Company's CEO, Mr. Ram Drori, in deviation from the remuneration policy under the terms and consideration as detailed in the Meeting Summon Report. |
(*) Please specify below in the designated place under the table. A shareholder who does not fill this column or marks "Yes" and does not specify, their vote will not be counted. X must be marked in the appropriate place - whether there is or is not a personal interest as stated. If a personal interest exists - the shareholder must disclose the nature of their personal interest. If X is not marked - the vote for that resolution will be disqualified.
(1) Failure to mark will be considered an abstention from voting on that item. If more than one choice is marked for a specific resolution, the vote for that resolution will be disqualified.
Details regarding the nature of the relevant affiliation in approving the proposed resolutions
Details regarding my status as a controlling shareholder or having a personal interest in approving the proposed resolutions:
For shareholders holding shares through a TASE member (per section 177(1) of the Companies Law) - this voting card is valid only when accompanied by a confirmation of ownership, except in cases where voting is via the system.
For shareholders registered in the Company's shareholder register - this voting card is valid when accompanied by a photocopy of ID / passport / certificate of incorporation.
Date: ___
Signature: ___
4/9/2026 | 3:47:27 PM