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

May 25, 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
Registration number: 520043480

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

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

T460 (Public)

Filed via MAGNA: 25/05/2026
Reference: 2026-01-047829

Immediate report on 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 parallel T138 report.

Is there a possibility to vote via the electronic voting system: Yes

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

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

Explanation: Persons entitled and permitted to vote in the system will receive the access details to the system from the TASE members.

The corporation hereby reports: Convening a meeting

Note: In the event of a change in the meeting date (postponement or bringing forward) select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".

The reference number of the last notice concerning 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 security conferring entitlement: Bet Shemesh NIS 1

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

Record date for entitlement to participate and vote at the meeting: 01/06/2026

Explanation: If a meeting is required in respect of more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are indicated will require submission of an amended report

1. On the date: 25/05/2026

It was decided on Convening a meeting Special meeting __,

which will be held on Mon on the date: 15/06/2026 at: 17:00

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

1. Agenda:

Explanation: Numbering of the items on the agenda shall be in accordance with the order in which they appear in the meeting convening report if attached as a file.

Subjects/resolutions to be raised at the meeting:

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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.

The subject / resolution and its details:

Approval of an amendment to the Company's Articles of Association, as detailed in section 3 of the convening report

Amendment of Articles of Association as set forth in section 20 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 decision is for appointment of an external director only.

There is no obligation to indicate gender.

Type and identification number

Explanation: For resolutions regarding the tenure of a director it is required to enter the director's ID number

Explanation: For 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 __

Regarding the manner of completing 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 the Securities Law or another law for approving the resolution

Explanation: For a transaction with a controlling shareholder that does not fit any field in the table of legal provisions, select the field "Declaration: No appropriate field for classification" and select "Yes" for transaction with a controlling shareholder.

Only in the case of a BONDS meeting or where this is not a transaction with a controlling shareholder, and no appropriate field was found in the table, must the relevant legal provisions be explained and detailed under which the resolution is required.

Does the subject require disclosure of a connection or other characteristic of the voting shareholder: __

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

In the case of a BONDS meeting

It was decided that another matter exists: __

Details of the other matter

Attention: Details of the other matter determine the wording of the declaration that will be included in the internet voting system. A question must be formulated so that the answer will be in a "Yes"/"No" format. The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the option to choose 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 under section 350):

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

☐ Correction of disclosure
☐ Immaterial change or one that only benefits the company compared with the wording of a resolution detailed 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 order of the court
☐ 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), 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 no amendment to the resolution can be made other than an amendment to the terms of the transaction which is beneficial to the company or an immaterial change. Likewise, after the record date no new subjects may be added 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 The majority required to approve the resolution on the agenda is a majority of 95% of all for approval. Not an ordinary the votes of the shareholders present at the general meeting who are entitled to vote and majority who voted, without taking into account abstentions
Will the holdings percentage of the controlling shareholder in the corporation's shares grant the controlling shareholder the majority required to pass the proposed resolution on the subject No

Attachment of the meeting convening report: Invitation_isa.pdf

4. Attachments

4.1 Attach file including the form of voting ballot / position statements:
Form of voting ballot
Position statements

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

4.2 Attach file including candidates' declarations / other accompanying documents:
Declaration of candidate to serve as director in the corporation
Declaration of independent director
Declaration of external director
Declaration of appointment of representative to the trusteeship
Amended trust deed
Application for approval of creditors arrangement pursuant to section 350
Other

1. The legal quorum for holding the meeting:

A legal quorum at the meeting shall be formed 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 legal quorum is not present, the meeting shall be adjourned to the business day following the date of the meeting, at the same time and place without further notice, or to another date, 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 legal quorum is present at the adjourned meeting as aforesaid, one shareholder at least, present in person or by proxy, shall constitute a legal quorum, unless it was convened at the request of shareholders.

6.	○ In the absence of a legal quorum, the adjourned meeting shall be held on 22/06/2026, at 17:00, At the address: At the offices of the Company's counsel, Naschitz, Brandes, Amir & Co., Advocates, 5 Tuval Street, Tel Aviv (1st floor).

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

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

Not applicable.

Meeting ID:

Note: The meeting ID is the reference 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:

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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.

	Name of signatory	Position
1	Dov Feldman	Chief Financial Officer

Explanation: Pursuant to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these Regulations shall be signed by the authorized signatories 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 reference does not constitute incorporation by reference):

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange

Form structure update date: 09/12/2025

Short name: Bet Shemesh

Address: Virginia 1, W. Industrial Zone, Bet Shemesh9905529 Telephone: 02-9909201, Fax: 02-9916713

Email: Dov.Feldman@bsel.co.il

Previous names of reporting entity:

Electronic reporter's name: Hannanel ShaharPosition: Adv./Legal CounselEmployer company name: Naschitz, Brandes, Amir & Co.

Address: Tuval5, Tel Aviv6789717Telephone: 03-6235000Fax: 03-6235018Email: shananel@nblaw.com