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Beit Shemesh Engines Holdings (1997) Ltd.

P.C. 520043480

May 25, 2026

Securities Authority

www.isa.gov.il

Via MAGNA

The Tel-Aviv Stock Exchange Ltd.

www.tase.co.il

Via MAGNA

Immediate Report regarding the Summoning of a General and Special Meeting of the Company's Shareholders

Beit Shemesh Engines Holdings (1997) Ltd. (hereinafter: the "Company") is honored to hereby submit an immediate report regarding the summoning of a general and special meeting of the Company's shareholders (hereinafter: the "Summoning Report" and the "Meeting"), respectively, on whose agenda the subject detailed in this Summoning Report will be brought for discussion.

Place and Time of the Meeting

The Meeting will be held on June 15, 2026, at the offices of the Company's counsel, Naschitz, Brandes, Amir & Co., Advocates, 5 Tuval Street, Tel Aviv (1st Floor).

On the Meeting's Agenda

2.1. Approval of an amendment to the Company's Articles of Association, as detailed in Section 3 below.

Summary of the Agenda Item

3.1. Approval of an amendment to the Company's Articles of Association

3.1.1. As a company subject to the Order for the Regulation of Security in Public Bodies (Definition of Defense Establishment Enterprises and Enterprises Manufacturing Products for the Defense Establishment) (hereinafter: the "Order") and which adopted provisions in its Articles of Association ensuring the vital interests of the State in the Company (as detailed in sub-article 12a of the Articles), and following the Company's desire to continue ensuring the vital interests of the State in the Company and to receive additional orders from the defense establishment, the Company seeks to update the Company's Articles of Association as detailed in the updated and marked Articles attached as Appendix B to this meeting summons, such that an amendment and/or cancellation of sub-article 12a shall be executed only by a special majority of $95\%$ of the total shares voting on the resolution for such amendment and/or cancellation (instead of a special majority of $75\%$ of the total shares voting on the resolution for such amendment and/or cancellation).

3.1.2. In light of the above, the Company's Board of Directors decided to recommend to the General Meeting of the Company's shareholders to amend the Company's Articles of Association in the manner detailed above, and that the amendment of the Company's Articles of Association is for the benefit of the Company.

Proposed Resolution Language: Approval of the amendment to the Company's Articles of Association, in the version attached in Appendix B to the Meeting Summoning Report.

4. The Required Majority for Approval of the Resolution on the Agenda

4.1 In accordance with Section 20 of the Companies Law, 5759-1999 (hereinafter: the "Companies Law") and the requirement of Article 12a of the Company's current Articles of Association, the majority required for approval of the resolution on the agenda is a majority of 95% of all votes of the shareholders present at the General Meeting who are entitled to vote and voted therein, without taking into account abstaining votes.

5. The Record Date

The Record Date for the purpose of eligibility to participate and vote in the Meeting as stated in Section 182(b) of the Companies Law and Regulation 3 of the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 (hereinafter: the "Voting in Writing Regulations"), is June 1, 2026 (hereinafter: the "Record Date"). A person who has a share registered in their favor with a Stock Exchange Member, and that share is included among the shares registered in the Shareholder Register in the name of a Nominee Company, shall provide the Company with a certificate from the Stock Exchange Member with whom their right to the share is registered, regarding their ownership of the share on the Record Date, in accordance with the form in the Schedule to the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 5760-2000.

6. Quorum and Adjourned Meeting

6.1 A quorum will be formed at the Meeting when at least two shareholders holding shares granting them at least 40% of the Company's shares are present, in person or by proxy, within half an hour of 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 quorum is not found, the Meeting shall be adjourned to the business day following the day of the Meeting, at the same time and place without further notice, or to such other day, time, and place as determined by the Board of Directors in a notice to shareholders, and at the adjourned meeting, the matters for which the first meeting was called will be discussed. If a quorum is not found at the adjourned meeting as stated, at least one shareholder, present in person or by proxy, shall constitute a quorum, unless it was convened upon the request of shareholders.

6.2 Where the Company announces an adjournment of the Meeting or in the event the Company decides to hold a continued meeting in accordance with Section 74 of the Companies Law, the electronic voting system will not be operated again and the system cannot be used to vote via an electronic voting ballot at the adjourned meeting or continued meeting as the case may be. The setting of an adjourned meeting or continued meeting does not prevent someone who voted via an electronic voting ballot at that meeting (prior to the adjournment of the meeting date) from changing their vote, however, a shareholder will be able to do so by other voting means, namely a written voting ballot, physical presence at the meeting, or voting by proxy. For the purpose of voting at an adjourned meeting or continued meeting, a shareholder will not be required to provide the Company with a new certificate of ownership. Also, a shareholder who used the electronic voting system to transfer only a certificate of ownership to the Company and seeks to vote by other voting means is not required to transfer a new certificate of ownership to the Company for the purpose of voting at the adjourned meeting or continued meeting. For the avoidance of doubt, votes cast in the electronic voting system until the time of its closure will be counted (unless later changed by the voter) within the framework of the results of the adjourned meeting or continued meeting both for the purpose of the required quorum at the meeting and for the purpose of calculating the meeting results.

7. Voting Procedure

Shareholders are entitled to vote on the resolution on the agenda as detailed above, in person or by proxy, as well as via electronic voting (as detailed below).

7.1. Proof of Ownership

In accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 5760-2000 (hereinafter: the "Proof of Ownership Regulations"), a shareholder whose share is registered in their favor with a Stock Exchange Member and that share is included among the shares registered in the Company's Shareholder Register in the name of the Nominee Company, who is interested in voting at the General Meeting subject of this summons, shall provide the Company, at least 6 hours before the time of the Meeting, with a certificate from the Stock Exchange Member with whom their right to the share is registered as stated, regarding their ownership of the share on the Record Date, in accordance with Form 1 in the Schedule to the Proof of Ownership Regulations (hereinafter: a "Certificate of Ownership").

A shareholder whose shares are registered with a Stock Exchange Member is entitled to receive the Certificate of Ownership from the Stock Exchange Member through which they hold their shares, at a branch of the Stock Exchange Member or by mail to their address for shipping fees only, if they so requested, and that a request in this regard be given in advance for a specific securities account; also, an unregistered shareholder may instruct that their Certificate of Ownership be transferred to the Company via the electronic voting system.

An unregistered shareholder may instruct that their Certificate of Ownership be transferred to the Company via the electronic voting system, until the closing time of the electronic voting system, as detailed in Section 7.3 below.

7.2. Voting by Proxy

In accordance with the Company's Articles of Association, the Company's shareholders may appoint a proxy to participate and vote in their place, as stipulated below.

The proxy instrument shall be signed by the shareholder or by their authorized representative in writing, and if the appointer is a corporation, it shall be signed in a manner that binds the corporation. The Company may require that written confirmation be delivered to its satisfaction regarding the authority of the signatories to bind the corporation. The proxy instrument shall be prepared in the version attached as Appendix B to this report (hereinafter: a "Proxy Instrument").

The Company Secretary or the Company's Board of Directors shall be entitled, at their discretion, to accept a Proxy Instrument in a different version, provided that the changes are not material. The Company will only accept an original Proxy Instrument or a copy of the Proxy Instrument, provided it is certified by a notary or an advocate with an Israeli license.

A registered shareholder may grant several Proxy Instruments, each of them referring to a different quantity of Company shares held by them, provided they do not grant Proxy Instruments for a quantity of shares greater than the quantity held by them. In the event that the proxy holder does not possess an Israeli identity card, the passport number and the country that issued it must also be stated in its place.

Voting according to the Proxy Instrument shall be legal even if the appointer previously died, or became incapacitated, or went bankrupt, or if it is a corporation - was dissolved, or canceled the Proxy Instrument, or transferred the share in respect of which it was given, unless written notice was received at the Company's office before the Meeting that such an event occurred.

Subject to the provisions of any law, the Company Secretary shall be entitled, at their discretion, to disqualify Proxy Instruments if there is a reasonable concern that they are forged or that they were given by virtue of shares for which other Proxy Instruments were given.

The Proxy Instrument shall be deposited at the Company's offices (1 Virginia St., Western Industrial Zone, Beit Shemesh) at least two (2) business days before the date of the General Meeting, unless the Company waived this requirement.

A proxy does not have to be a shareholder in the Company. The aforesaid shall also apply to a shareholder that is a corporation, which appoints a person to participate and vote in its place at the General Meeting.

7.3 Voting via the Electronic System

In accordance with and subject to the conditions set forth in the Voting in Writing Regulations and the instructions of the Securities Authority in this matter, an unregistered shareholder holding Company shares on the Record Date will be entitled to vote on all items on the agenda via the electronic voting system, operated by the Securities Authority at the internet address: https://votes.isa.gov.il (hereinafter: the "Electronic Voting System").

An unregistered shareholder whose rights to shares are registered with a Stock Exchange Member is entitled to receive access details for the Electronic Voting System from said Stock Exchange Member. Voting will be in accordance with the electronic voting ballot appearing in the Electronic Voting System.

The deadline for voting in the Electronic Voting System is up to six (6) hours before the time of convening the General Meeting or up to an earlier time set by the Securities Authority, provided it does not exceed 12 hours before convening the General Meeting (hereinafter: the "System Closing Time"). Electronic voting 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.

It is clarified that, in accordance with Section 83(d) of the Companies Law, if a shareholder voted in more than one way, their later vote will be counted.

8. Position Statements

8.1 One or more shareholders holding shares on the Record Date in a rate constituting five percent or more of the total voting rights in the Company, which is a quantity of approximately 476,815 shares as of this date, as well as whoever holds such a rate out of the total voting rights which are not held by the controlling shareholder of the Company as defined in Section 268 of the Companies Law, which is a quantity of approximately 409,913 shares as of this date, is entitled to review the voting ballots as detailed in Regulation 10 of the Voting in Writing Regulations.

8.2 The deadline for submitting position statements is up to 10 days before the Meeting date. The deadline for submitting the Board of Directors' response to position statements, if and to the extent position statements are submitted by shareholders and the Board of Directors chooses to submit its response to said position statements, is no later than five (5) days before the Meeting date.

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9. Voting in more than one way

It should be noted that according to Section 83(d) of the Companies Law, if a shareholder voted in more than one of the aforementioned ways, their late vote shall be counted, whereby a vote by a shareholder in person at the meeting or by proxy shall be considered late relative to a vote via a voting paper or via the electronic voting system.

10. Adding a subject to the agenda

The deadline for submitting a request to include a subject on the agenda in accordance with Section 66(b) of the Companies Law is up to seven days after the date of the meeting summons. Should new subjects be included on the agenda, their details will appear on the Tel Aviv Stock Exchange Ltd. website at: http://maya.tase.co.il and on the Israel Securities Authority distribution website at www.magna.isa.gov.il.

11. Inspection of documents and company representative

11.1. The full text of the proposal is detailed in the agenda within this summons report.

11.2. The company's representatives regarding the handling of this report are Adv. Shahar Hananel and Sahar Elimelech, the company's external legal advisors from the firm of Naschitz, Brandes, Amir & Co., Advocates, Tel: 03-6235009, 03-6235174; Fax: 03-6235081.

Sincerely,

Bet Shemesh Engines Holdings (1997) Ltd.

By: Dov Feldman, CFO

Appendix A

Proxy

Date: ____

Bet Shemesh Engines Holdings (1997) Ltd.

at 1 Virginia St., Western Industrial Zone,

Bet Shemesh

Dear Sir/Madam,

Re: General and Special Meeting of Bet Shemesh Engines Holdings (1997) Ltd. (the "Company")

To be held on __ 2026 (the "Meeting")

I, the undersigned, __, ID/Registration No. __, of __ St., being the registered owner of __ ordinary shares of the Company, hereby authorize __ ID __ and/or __ ID __ and/or __ ID __ to participate and vote in my name and stead at the subject Meeting and at any adjourned meeting thereof.

In witness whereof, I have signed this day __ of the month __ of the year __.

Signature

Appendix B

Updated Articles of Association Version

(Marked relative to the current Articles of Association)

ARTICLES OF ASSOCIATION

Bet Shemesh Engines Holdings (1997) Ltd.

(the "Company")

Section	Subject	Page
Chapter One - General
1.	Introduction	4
2.	Public Company	6
3.	Donations	6
4.	Company Objects	6

Limitation of Liability 6

Chapter Two - The Company's Share Capital

Share Capital 6
Issuance of shares and other securities 7

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Register of company shareholders and issuance of share certificates 8
Transfer of company shares 9
Bearer share warrant 12
Pledge of shares 12
Changes in share capital 13
12A. Ensuring the state's vital interests in the company 15

Chapter Three - General Meetings

Transfer of powers by the General Meeting 16
Annual and Special General Meetings and Class Meetings 16
Proceedings at General Meetings 16
Shareholder voting 17
Appointment of a proxy for voting 18

Chapter Four - The Board of Directors

Appointment of directors and termination of their office 20
Chairman of the Board of Directors 21
Actions of the directors 22
Approval of non-extraordinary transactions 22

Chapter Five - Secretary and Auditor

Secretary 23
Auditor 23

Chapter Six - Maintenance of Company Capital and its Distribution

Dividend and bonus shares 23

Chapter Seven - Indemnification and Insurance of Officers

Indemnification of officers 25
Insurance of officers 27
Indemnification and insurance - General 28

Chapter Eight - Compulsory Acquisition, Liquidation and Reorganization of the Company

Liquidation 28
Reorganization of the company 29

Chapter Nine - Miscellaneous

Notices 29

Chapter One - General

1. Introduction

1.1. Each of the words detailed below shall have the meaning appearing next to it in these Articles:

Law - Provisions of any law applicable in the State of Israel.

Companies Law The Companies Law, 5759 - 1999.

Securities Law The Securities Law, 5728 - 1968.

Business Day - Sundays through Thursdays of the week, excluding holidays, holiday eves, and official sabbatical days in the State of Israel.

Writing - Print and any other form of printing words, including documents transferred in writing by facsimile, telegram, telex, email, computer, or any other electronic communication means, which creates or allows for the creation of a copy and/or a printed output of the document.

Securities Shares, BONDS, capital notes, securities convertible into shares and rights to any of the above, issued by the Company.

Legally Incapacitated Any person declared legally incapacitated in accordance with the Legal Capacity and Guardianship Law, 5722 - 1962.

Ordinary Majority - A majority of more than half of the votes of the shareholders entitled to vote and who voted in person or by proxy, excluding abstainers.

Control As this term is defined in the Securities Law.

Articles The Articles of the Company as worded herein or as lawfully amended from time to

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to time, whether explicitly or by law.

Companies Regulations

Regulations enacted by virtue of the Companies Law and/or by virtue of the Companies Ordinance.

Securities Regulations

Regulations enacted by virtue of the Securities Law.

Affiliated Corporation

A corporation that directly and/or indirectly controls the company and/or any corporation controlled, directly and/or indirectly, by such a corporation and/or a corporation under joint control with the company, directly and/or indirectly.

1.2. In these Articles, the reference to any organ or officer is to those of the Company.

1.3. The provisions of sections 3 - 10 of the Interpretation Law, 5741 - 1981, shall also apply, mutatis mutandis, to the interpretation of the Articles, if there is no other provision regarding the matter in question and if there is nothing in the matter in question or in its context that is inconsistent with such application.

Except as stated in this section, any word and expression in the Articles shall have the meaning given to them in the Companies Law, and if they have no meaning in the Companies Law then the meaning given to them in the Companies Regulations, and if they have no such meaning, then the meaning given to them in the Securities Law, and if they have no such meaning, then the meaning given to them in the Securities Regulations, and if they have no such meaning, then the meaning given to them in any other law, all provided that the meaning given as stated above does not contradict the context in which a word or expression as stated appears or the purpose of the relevant provision in the Articles.

Where these Articles refer to a provision of law, and this provision was amended or canceled, the said provision shall be considered as in effect and as if it were part of the Articles, unless as a result of the amendment or cancellation as stated this provision is no longer valid.

The provisions of these Articles are intended to add to and condition the provisions set forth in the Companies Law. In any case where a provision of these Articles is contrary to what is permitted by law, the provisions of these Articles shall be interpreted as much as possible in accordance with the provisions of the law.

2. Public Company

The company is a public company.

3. Donations

The company may donate a reasonable amount for a worthy cause, even if the donation is not within the framework of business considerations.

4. The Company's Objects

The company's objects shall be as stated in the company's memorandum and in the absence of objects in the company's memorandum or in the absence of a memorandum, the company's objects shall be to engage in any legal occupation.

5. Limitation of Liability

The liability of the shareholders in the company is limited, each to the full payment of the amount he undertook to pay for the shares allocated to him at the time of allocation.

Chapter Two - The Share Capital of the Company

6. Share Capital

6.1 The registered share capital of the company is 12,000,000 ordinary shares, without par value each (hereinafter: "share", "ordinary share", "shares" or "ordinary shares", as the case may be). Each share confers the right to receive invitations, to participate and to vote in general meetings. A shareholder shall have one vote for each share in his possession. All shares have equal rights among them in relation to the amounts of capital paid or credited as paid on the par value as far as they have par value, in everything related to dividend, distribution of bonus shares and any other distribution, to the return of capital and to participation in the distribution of the company's surplus assets in liquidation.

6.2 The provisions of these Articles regarding shares shall also apply to other securities that the company may issue, mutatis mutandis.

6.3 The company may change these Articles by a resolution adopted at the general meeting by a majority of sixty-six percent of all votes of the shareholders present at the general meeting who are entitled to vote and voted there, without taking into account the votes of those abstaining.

7. Issuance of shares and other securities

7.1 No pre-emptive right - The existing shareholders in the company shall not have a pre-emptive right, a priority right or any other right to purchase securities of the company. The Board of Directors may, at its sole discretion, offer securities of the company first to existing shareholders or some of them.

7.2 Redeemable securities - The company's Board of Directors may issue redeemable securities, having rights and subject to conditions, as shall be determined by the Board of Directors.

7.3 Commissions - The company may pay any person a commission (including underwriting fees) in consideration for underwriting, marketing or distribution services of the company's securities, whether conditionally or unconditionally, and this under conditions to be determined by the Board of Directors. Payments as stated in this section may be paid in cash or in securities of the company, or some in one way and some in another.

7.4

The Board of Directors may introduce differences between holders of the company's securities in relation to the allocation terms of the company's securities and the rights attached to these securities and also change these terms, including waiving some of them. Likewise, the Board of Directors may issue payment demands to the securities holders for the funds, which have not yet been settled for the securities they hold.

7.5 Any payment on account of a share shall be credited first on account of the par value and only then on account of the premium for each share, if not otherwise determined in the allocation terms.

7.6 A shareholder shall not be entitled to his rights as a shareholder, including to a dividend, unless he has paid the full amounts in accordance with the allocation terms, together with interest, linkage and expenses, if any, and all if not otherwise determined in the allocation terms.

The Board of Directors may forfeit and also sell, reallocate or otherwise transfer any security whose consideration was not paid in full as it shall decide, including without consideration.

7.8. Forfeiture of a security will entail at the time of forfeiture the cancellation of any right in the company and any claim or demand against it in relation to the security, except for those rights and obligations excluded from this by these Articles or which the law grants to or imposes on a former security holder.

The company's shareholder register and issuance of share certificates

8.1. The company secretary or whoever was appointed for this by the company's Board of Directors shall be responsible for the management of the shareholder register. A shareholder is entitled to receive from the company, free of charge, within two months after allocation or registration of the transfer (unless the issuance terms provide for another time period) one certificate or several certificates, according to the company's decision, regarding all shares of a certain type registered in his name, which shall detail the number of shares, type of shares (if any) and any additional detail important in the opinion of the Board of Directors. In the case of a share held jointly, the company shall not be obligated to issue more than one certificate to all joint holders, and the delivery of such a certificate to one of the joint holders shall be considered as delivery to all of them.

8.2. The Board of Directors may close the shareholder register for a cumulative period of up to 30 days each year.

8.3. Every certificate shall be signed with the company's seal or stamp or its printed name and shall bear the signature of one director and the company secretary, or of two directors or any other person appointed by the Board of Directors for this purpose.

8.4. The company may issue a new certificate in place of a certificate that was issued and lost or spoiled or corrupted, based on evidence and guarantees as the company shall require, and after payment of an amount to be determined by the Board of Directors and the company may also, according to the decision of the Board of Directors, replace existing certificates with new certificates without charge subject to conditions to be determined by the Board of Directors.

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8.5. Where two or more persons are registered as joint shareholders, each of them may confirm receipt of a dividend or other payments in connection with that share, and their confirmation shall bind all holders of the share.

8.6. The company is entitled to recognize a shareholder as a trustee and issue a share certificate in the name of the trustee, provided that the trustee has notified it of the identity of the beneficiary of the trust. The company shall not be obligated or required to recognize any right based on equitable principles, or any conditional right, or any future right, or any partial right in a share, or any other right in connection with the share, other than the absolute right of the registered owner regarding each share, unless such is done based on a judicial decision or according to the requirements of any law.

9. Transfer of Shares of the Company

9.1. Shares of the company are transferable.

9.2. No transfer of shares shall be registered unless a share transfer deed (hereinafter: "transfer deed") has been submitted to the company. The transfer deed shall be prepared in the following form or in a form as similar as possible, or in another form approved by the Board of Directors.

Transfer Certificate

I, __ ID/Co. No. __ (hereinafter: "the Transferor"), from __ transfer to __ ID/Co. No. __ (hereinafter: "the Transferee"), from __ in consideration for the sum of __ NIS paid to me, __ shares __ without par value each, marked with numbers __ to __ inclusive of __ Ltd. (hereinafter: "the Company"), and they shall be held by the Transferee, their estate managers, guardians, and successors, according to the conditions under which I held the share at the time of signing this deed, and I, the Transferee, agree to accept the aforementioned shares according to the aforementioned conditions and subject to the Company's articles, as they may be from time to time.

In witness whereof, we have signed this day __ of the month __ year __

Transferor -

Name: ________

Transferee -

Name: ________

Signature: ________

Witness to the Transferor's signature -

Name: _______ , Adv.

Signature: ________

Witness to the Transferee's signature -

Name: _______ , Adv.

Signature: ________

9.3 No transfer of shares not fully paid, or shares on which the company has a lien or pledge, shall be valid unless approved by the Board of Directors, which may, at its absolute discretion and without providing any reasons, refuse to register such a transfer.

The Board of Directors may refuse the transfer of such shares and may also condition the transfer of such shares upon the Transferee's undertaking, in a scope and manner determined by the Board, to settle the Transferor's obligations regarding the shares or the obligations for which the company has a lien or pledge on the shares.

9.4 The Transferor shall continue to be considered the owner of the transferred shares until the name of the recipient of the transfer is registered in the company's register of shareholders.

9.5 The transfer deed shall be submitted to the office for registration along with the certificates in which the shares intended for transfer are registered (if issued) and any other evidence the company may require regarding the Transferor's title to the shares or their right to transfer them. The share transfer deeds shall remain with the company. The company shall not be obligated to keep the transfer deeds and the canceled share certificates.

9.6 A joint shareholder with others who wishes to transfer their right in a share but does not hold the share certificate shall not be required to attach the share certificate to the transfer deed, provided that the transfer deed states that the Transferor does not hold the share certificate for the share whose right is being transferred and that the transferred share is held jointly with others, including their details.

9.7 The company may require payment of a fee for the registration of the transfer in an amount or at a rate that shall be determined by the Board of Directors from time to time.

9.8 Upon the death of a holder of shares in the company, the company shall recognize the guardians or estate managers, executors of the will, and in their absence, the legal heirs of the shareholder, as the sole holders of rights to the shareholder's shares, after entitlement has been proven as determined by the Board of Directors.

9.9 In the event that a deceased shareholder held shares in partnership with others, the company shall recognize the survivor as the shareholder regarding said shares, unless

all joint partners in the share notified the company in writing before one of them died of their desire that the provisions of this regulation shall not apply; however, this shall not exempt the estate of a joint owner of a share from any obligation the joint owner would have owed had they not died.

9.10. A person acquiring a right to shares by virtue of being a guardian, estate manager, heir of a shareholder, receiver, liquidator, or trustee in bankruptcy of a shareholder, or according to any other legal provision, may, upon providing evidence of their right as the Board of Directors may require, be registered as the shareholder or transfer them to another person, subject to the provisions of the articles regarding transfer.

9.11. A person acquiring a right to a share as a result of its transfer by operation of law shall be entitled to the dividend and other rights regarding the share and shall be entitled to receive and give receipts for dividends or other payments payable in connection with the share, but shall not be entitled to receive notices regarding general meetings of the company (to the extent such a right exists), and to participate or vote in them regarding that share or to use any right granted by the share, other than as stated above, until after their registration in the register of shareholders.

10. Bearer Share Certificates

The company shall not issue bearer share certificates, which imply that those holding them are holders of rights in the shares specified therein.

11. Pledge of Shares

11.1. The company shall have a first pledge and right of lien on all shares not fully paid, registered in the name of each shareholder, and on the proceeds of their sale, in relation to funds (whether their payment date has arrived or not) whose payment has already been demanded or which are due at a fixed time for these shares. The company shall also have a first pledge on all shares (except fully paid shares) registered in the name of each shareholder to secure funds due from him or his property, whether his own debts or jointly with others. Said pledge shall also apply to dividends declared from time to time in relation to these shares.

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For the purpose of realizing the pledge and the lien, the Board of Directors may sell the shares to which the pledge applies, or any part thereof, in such manner as it sees fit. No such sale shall be made except after written notice has been given to that shareholder regarding the company's intention to sell them, and the amounts have not been paid within fourteen days after the notice. The net proceeds from any such sale, after payment of the costs of the sale, shall be used to settle the debts or obligations of that shareholder and the balance (if any) shall be paid to him.

If a sale of shares was made for the purpose of realizing a pledge or lien while ostensibly using the powers given above, the Board of Directors may register these shares in the register of shareholders in the buyer's name, and the buyer shall not be required to check the legality of the actions or the manner of using the purchase price. After the said shares have been registered in the register of shareholders in the buyer's name, no person shall have a right to contest the validity of the sale.

Changes in Share Capital

The General Meeting may decide at any time to perform any of the following actions-

Increasing the Registered Share Capital

To increase the registered share capital of the company, whether all registered shares at that time were issued or not. The increased capital shall be divided into shares with ordinary rights, preference rights, deferred rights, or other special rights (subject to special rights of an existing class of shares) or subject to terms and restrictions regarding dividend, capital return, voting, or other terms, as directed by the General Meeting in its resolution regarding the increase of the registered capital.

Share Types

To divide the share capital into different types of shares and to determine and change the rights attached to each type of shares, under the terms specified below -

A. Unless otherwise determined in the terms of the share issuance, rights of any type may be changed after a resolution is passed by the general meetings of the shareholders of

each type of shares separately or by written consent of all shareholders of all types.

B. The rights granted to holders of shares of a certain type shall not be considered as if they were changed by the creation or issuance of other shares with identical rights, or a change in the rights of existing shares, unless otherwise stipulated in the terms of issuance of those shares.

12.3. Consolidation of Share Capital

To consolidate and re-divide its share capital, in whole or in part, into shares of a larger par value than that specified in the Articles of Association. In the event that as a result of the consolidation there will be shareholders whose consolidation of shares leaves fractions, the Board of Directors shall be entitled, if it receives approval from the General Meeting in the resolution on the consolidation of capital as stated:

A. To sell the sum total of all fractions and for this purpose to appoint a trustee, in whose name share certificates including the fractions will be issued, who will sell them, and the proceeds received after deduction of commissions and expenses will be distributed to those entitled. The Board of Directors shall be entitled to decide that shareholders entitled to proceeds, which are less than an amount determined by it, shall not receive proceeds from the sale of the fractions as stated, and their share in the proceeds shall be distributed among the shareholders entitled to proceeds exceeding the determined amount, proportionally to the proceeds to which they are entitled;

B. To allocate to each shareholder for whom the consolidation and re-division leaves a fraction of a share, shares of the type of shares prior to the consolidation, fully paid up, in such number that their consolidation with the fraction will be sufficient for one whole consolidated share, and such allocation shall be considered valid immediately prior to the consolidation;

C. To determine that shareholders shall not be entitled to receive a consolidated share for a fraction of a consolidated share resulting from the consolidation of half or less of the number of shares whose consolidation creates one consolidated share, and shall be entitled to receive a consolidated share for a fraction of a consolidated share resulting from the consolidation of more than half of the number of shares whose consolidation creates one consolidated share.

In the event that an action under paragraphs B or C above requires the issuance of additional shares, then payment shall be made in the manner in which bonus shares may be paid. Such consolidation and division shall not be considered a change in the rights of the shares subject to the consolidation and division.

12.4. Cancellation of Unallocated Registered Share Capital

To cancel registered share capital that has not yet been allocated, provided that there is no obligation of the company to allocate these shares.

12.5. Splitting the Share Capital

To split the share capital of the company, in whole or in part, into shares of a smaller par value than that specified in the Articles of Association by dividing the company's shares, in whole or in part, at that time.

12a. Ensuring the Essential Interests of the State in the Company

As long as the company is subject to the Order for the Regulation of Security in Public Bodies (Definition of Defense Establishment Plants and Plants Manufacturing Products for the Defense Establishment) (Amendment), 2019 (hereinafter: the "Order"), control in the company shall not be transferred and no person shall hold means of control in the company at a rate of 10% or more (hereinafter: "effective interested party") without obtaining prior written approval from the Ministry of Defense (hereinafter: "Ministry Approval"). However, it will be clarified that anyone who was an effective interested party at the date of adoption of this provision shall not be required to obtain such approval from the Ministry for the mere fact of being an effective interested party after this date.

Holding or acquiring shares that would make a shareholder an effective interested party without obtaining Ministry Approval shall not grant the holder any right against the company regarding those shares above the effective interested party threshold (hereinafter: "holdings that exceeded the threshold") including rights to vote at general meetings, to appoint directors or other officers, or any economic right.

In view of the above, prior to receiving the said approval, the company shall not allocate shares to an offeree who would become an effective interested party as a result of the allocation prior to receiving the said Ministry Approval. In the event that a shareholder becomes an effective interested party prior to receiving the said Ministry Approval, the company shall have the right, only in relation to holdings that exceeded the threshold, to either forfeit, without consideration, and/or make dormant the holdings that exceeded the threshold by that shareholder, so that after the forfeiture and/or dormancy of the shares, that shareholder will not be an effective interested party in the company. The decision regarding forfeiture and/or dormancy of the shares shall be made by the company's Board of Directors, provided that Ministry of Defense approval is granted.

The forfeiture and/or dormancy of the shares as stated shall be canceled and the forfeited and/or dormant shares shall be returned to that shareholder.

This regulation is intended to ensure the security interests of the Ministry of Defense in the company, and therefore the Ministry of Defense shall have the right to enforce the existence of this regulation directly against anyone who holds securities of the company in violation of this regulation.

Amendment of this regulation and/or its cancellation shall only be carried out by a special majority of 95% of the total shares voting on the decision for such amendment and/or cancellation.

Chapter Three - General Meetings

13. Delegation of Powers by the General Meeting

The General Meeting may assume powers given to another organ and may also transfer powers given to the General Manager to the authority of the Board of Directors, all for a specific matter or for a specific period of time.

14. Annual and Special General Meetings and Class Meetings

14.1. General Meetings

An annual meeting shall be held at the registered offices of the company.

14.2. Notice of General Meeting

Notice of a general meeting shall not be given to all shareholders registered in the register of shareholders.

The Discussion at a General Meeting

15.1. Adjournment of the General Meeting in the Absence of a Legal Quorum

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If half an hour has passed from the time set for the meeting and a legal quorum is not found, the meeting shall be adjourned to the business day following the day of the meeting, at the same time and place without further notice, or to such other day, time and place as the Board of Directors shall determine in a notice to the shareholders, and the adjourned meeting shall discuss the matters for which the first meeting was called. If a legal quorum is not found at the adjourned meeting as stated, at least one shareholder, present in person or by proxy, shall constitute a legal quorum, unless it was convened at the request of shareholders.

A legal quorum is the presence of at least two shareholders holding together no less than 40% of the company's shares.

15.2. Chairman of the General Meeting

The Chairman of the Board of Directors shall preside over every general meeting, and in his absence, the person appointed for that purpose by the Board of Directors. In the absence of a chairman, or if he did not appear at the meeting 15 minutes after the time set for the meeting, the shareholders present at the meeting shall elect one of the company's directors as chairman, or if no director is present, they shall elect one of the shareholders present to preside over the meeting. The chairman of the meeting shall not have an additional or casting vote.

16. Shareholder Voting

16.1. Ownership Certification - a shareholder must provide the company with an ownership certificate at least two business days before the date of the general meeting. The company may waive such requirement.

16.2. Voting by an Incapacitated Person - an incapacitated person may vote only through a trustee, natural guardian, or other legal guardian. Such persons may vote in person or by proxy.

16.3. Voting by Joint Owners of a Share - where two or more shareholders are joint owners of a share, one of them shall vote, either in person or by proxy. Should more than one partner seek to participate in the vote, only the first of the partners may vote. For this purpose, the first of the partners shall be considered the person whose name is listed first in the register of shareholders.

16.4. Defect - a non-material defect in convening the general meeting or in its management, including a defect resulting from non-compliance with a provision or condition set forth in the law or the company's articles of association, including regarding the manner of convening the general meeting or its management, shall not invalidate any resolution adopted at the general meeting and shall not affect the discussions held therein.

17. Appointment of a Proxy for Voting

17.1. Voting by Proxy

A shareholder may appoint a proxy to participate and vote in his stead, whether at a specific general meeting or at general meetings of the company in general, provided that a letter of authorization for the appointment of the proxy is delivered to the company at least two business days before the date of the general meeting, unless the company has waived this requirement. A proxy need not be a shareholder of the company.

If the letter of authorization is not for a specific general meeting, then a letter of authorization deposited before one general meeting shall also be valid for other general meetings thereafter.

The foregoing shall also apply to a shareholder, which is a corporation, appointing a person to participate and vote in its stead at the general meeting.

17.2. Wording of the Letter of Authorization (Proxy)

The letter of authorization shall be signed by the shareholder or by his authorized representative in writing, and if the appointor is a corporation, it shall be signed in a manner binding the corporation. The company may require that written certification be provided to its satisfaction regarding the authority of the signatories to bind the corporation. The letter of authorization shall be prepared in the wording detailed below. The company secretary or the company's board of directors shall be entitled, at their discretion, to accept a letter of authorization in a different wording, provided that the changes are not material. The company shall only accept an original letter of authorization or a copy of the letter of authorization, provided it is certified by a notary or a lawyer with an Israeli license.

Letter of Authorization

Date: ____

[Company Name

Company Address]

Dear Sir/Madam,

Re: Annual/Special General Meeting of ____ ("The Company")

To be held on ____ ("The Meeting")

I, the undersigned, _, ID/Registration No. _, of _ St., being the registered owner of _ ordinary shares () of no par value each, hereby appoint ____ ID (*) _ and/or _ ID _ and/or _ ID ____ to participate and vote in my name and in my stead at the

subject meeting and at any adjourned meeting of the subject meeting of the Company / at any general meeting of the Company, until I notify you otherwise.

Signature

(*) A registered shareholder may grant several letters of authorization, each referring to a different quantity of the company's shares held by him, provided that he does not grant letters of authorization for a quantity of shares greater than the quantity held by him.

(**) In the event that the proxy holder does not hold an Israeli ID, the passport number and the country that issued it must also be stated instead.

17.3. Validity of Letter of Authorization - voting according to the letter of authorization shall be legal even if the appointor died previously, or became incapacitated, or went bankrupt, or if it is a corporation - was dissolved, or canceled the letter of authorization, or transferred the share in respect of which it was given, unless written notice was received at the company's office before the meeting that such an event occurred.

17.4. Disqualification of Letters of Authorization - subject to the provisions of any law, the company secretary shall be entitled, at his discretion, to disqualify letters of authorization if there is a reasonable concern that they are forged or that they were given by virtue of shares for which other letters of authorization were given.

Chapter Four - The Board of Directors

Appointment of Directors and Termination of their Tenure

18.1. Number of Directors - the number of directors in the company shall be no less than two (2) and no more than ten (10), unless otherwise decided by the general meeting.

18.2. Appointment of Directors at a Special Meeting - a special meeting of the company may appoint directors to the company instead of directors whose tenure was terminated, and also in any case where the number of board members has fallen below the minimum set in the articles of association or by the general meeting. Such appointment shall be valid until the next annual meeting, unless otherwise determined in the appointment resolution. Appointment of directors by the board of directors - the board of directors has the right, at any time, to appoint any person as a director subject to the maximum number of directors set in these articles of association, whether to fill a vacancy that occurred randomly or as an addition to the board of directors, and also to terminate his tenure. Any director so appointed shall serve until the next annual meeting and may be re-elected, unless his tenure was terminated by the board of directors or by the general meeting.

18.3. Validity of the Appointment - the elected directors shall enter their office starting at the end of the general meeting in which they were elected or at the time of their appointment by the board of directors as stated in section 18.3 above, as the case may be, unless a later date is set in the resolution on their appointment.

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18.4. Alternate Director - A director may from time to time appoint for himself an alternate director (hereinafter: "Alternate Director"), remove such alternate director, and appoint another alternate director in place of any alternate director whose position has become vacant for any reason, whether for a specific meeting or on a permanent basis.

18.5. Director's Proxy - Every director and every alternate director may appoint a proxy who shall participate and vote in their stead in any meeting of the Board of Directors or a committee of the Board of Directors. Such appointment may be general or for the purpose of one meeting or several meetings. If a director or an alternate director is present at such a meeting, the proxy shall not be able to vote in place of the director who appointed him. Such appointment shall be valid in accordance with its terms or until its cancellation by the person who gave it. A director or an alternate director of the company may serve as such a proxy.

18.6. Consequences of the cessation of a director's office on the board's activity - In the event that a director's position becomes vacant, the remaining directors shall be entitled to continue to act as long as the number of remaining directors does not fall below the minimum number of directors determined in the Articles of Association or by the General Meeting. In a case where the number of directors falls below the aforementioned, the remaining ones shall be entitled to act solely for the purpose of convening a general meeting of the Company.

18.7. Holding a meeting via communication

In a meeting held using any means of communication, it is sufficient that all directors entitled to participate in the discussion and voting participate in the meeting.

Chairman of the Board of Directors

19.1. Appointment - The Board of Directors shall elect one of its members to serve as Chairman of the Board of Directors and shall also determine in the appointment decision the period during which he shall serve in his office. Unless otherwise determined in the decision on his appointment, the Chairman of the Board shall serve until another is appointed in his place or until he ceases to serve as a director, whichever is earlier. If the Chairman of the Board of Directors ceases to serve as a director in the Company, the Board of Directors shall elect a new Chairman at the first Board meeting held thereafter.

19.2. Absence of a casting vote - If the votes in a Board decision are equal, the Chairman of the Board or whoever was chosen to manage the meeting shall not have an additional vote.

Board Activities

20.1. Convening a Board Meeting - Any notice of a Board meeting may be given orally or in writing, provided that the notice is given at least two business days before the scheduled date of the meeting, unless all members of the Board or their alternates or their proxies agreed to shorten the said time.

Such notice shall be delivered in writing, by facsimile, by email, or by another means of communication, all to the address or facsimile number, email address, or the address to which notices may be sent by other communication means, as the case may be, provided by the director to the Company upon his appointment, or in a written notice to the Company thereafter.

20.2. Validity of directors' actions in case of a disqualified director - All actions taken in good faith at a Board meeting or by a committee of the Board or by any person acting as a director shall be valid even if it is later discovered that there was a defect in the appointment of a director or such person acting as aforesaid, or that they or one of them were disqualified, just as if every such person had been duly appointed and was qualified to be a director.

Approval of non-extraordinary transactions

Subject to the provisions of the Companies Law, a transaction of the company with an officer therein or with a controlling shareholder therein or a transaction of the company with another person in which an officer of the company has a personal interest or a controlling shareholder of the company has an interest, and which are not extraordinary transactions, shall be approved by the Board of Directors or by the Audit Committee or by whomever the Board of Directors shall authorize for this purpose. Such approval may be either one-time for a specific transaction or general for a certain type of transactions. Such authorization may be either one-time for a specific transaction or general for all types or for a certain type of transactions.

Chapter Five - Secretary and Auditor

Secretary

The Board of Directors may appoint a secretary for the Company, under such conditions as it sees fit, and appoint an assistant secretary and determine their areas of duty and authority. If a secretary is not appointed for the Company, the General Manager, or whoever he authorizes for this purpose, and in the absence of a CEO, whoever is authorized for this purpose by the Board of Directors, shall fulfill the duties prescribed for a secretary according to any law, according to these Articles of Association, and according to the Board's decision.

The Company Secretary shall be responsible for all documents kept at the Company's registered office and shall manage the registries that the Company maintains by law.

Auditor

23.1. Subject to the provisions of the Companies Law, the General Meeting may appoint an auditor (accountant) for a period exceeding one year, as shall be determined by the General Meeting.

23.2. The Board of Directors shall determine the compensation of the Company's Auditor (accountant) for the audit work as well as his compensation for additional services that are not audit work, unless otherwise determined by the Company's General Meeting.

Chapter Six - Maintenance and Distribution of the Company's Capital

Dividend and Bonus Shares

24.1. Right to a dividend or bonus shares

A dividend or bonus share shall be distributed to whoever is registered in the Company's shareholder registry on the date of the decision on distribution or on another date to be determined in that same decision.

24.2. Dividend Payment

24.2.1. Method of Payment

If no other instructions were given in the decision on the dividend distribution, it shall be permissible to pay any dividend, after deduction of the tax required by any law, by a check for the beneficiary only, which shall be sent by registered mail according to the registered address of the shareholder entitled to it, or by bank transfer. Every such check shall be made to the order of the person to whom it is sent. A dividend in kind shall be distributed as determined in the distribution decision.

In the case of registered joint owners, the check shall be sent to the shareholder whose name is registered first in the shareholder registry in relation to the joint ownership.

Sending the check to a person whose name is registered in the shareholder registry as the owner of a share on the record date, or in the case of joint owners - to one of the joint owners, shall constitute a release regarding all payments made in connection with that share.

The Company may decide that a check below a certain amount shall not be sent, and the dividend amounts that were supposed to be paid as aforesaid shall be treated as an unclaimed dividend.

The Company may offset from the dividend amount to which a shareholder is entitled any debt of the shareholder to the Company, whether its maturity date has arrived or not.

24.2.2. Unclaimed Dividend

The Board of Directors may invest any dividend amount that has not been claimed for one year after it was declared or use it in another way for the benefit of the Company until it is claimed. The Company shall not be obligated to pay interest or linkage for an unclaimed dividend.

24.3. Manner of capitalization of profits and distribution of bonus shares

24.3.1. Funds

The Board of Directors may, at its discretion, allocate to special capital funds any amount from the Company's profits, or from the revaluation of its assets, or its relative share.

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in the revaluation of the assets of the companies affiliated with it and to determine the designation of these funds. The Board of Directors may also cancel such funds.

24.3.2. Distribution of bonus shares - for the purpose of distributing bonus shares, the Board of Directors may resolve at its discretion any difficulty that may arise and make adjustments, including deciding that fractional shares will not be distributed, issuing certificates for an accumulated amount of fractional shares, selling the fractions and paying their proceeds to those entitled to receive the bonus share fractions, and also deciding that cash payments shall be made to shareholders, or that fractions whose value is less than a specified amount (and if not specified, then an amount less than 50 NIS) shall not be taken into account for the purpose of making such adjustments.

Chapter Seven - Indemnification and Insurance of officers

25. Indemnification of officers

25.1. The company may indemnify officers therein to the maximum extent permitted by law, provided that the amount of indemnification for all company officers, in aggregate, for one or more types of events specified in the addendum, shall not exceed an aggregate amount equal to 25% of the company's equity according to its last known financial statements in the year of actual payment. Without derogating from the generality of the above, the following provisions shall apply.

25.2. The company may indemnify officers therein for liability or expense imposed on them or incurred by them due to an action taken by virtue of being an officer therein, as specified below:

a. A financial liability imposed on them for the benefit of another person by a court judgment, including a judgment given in a settlement or an arbitrator's award approved by a court.

b. Reasonable litigation expenses, including attorney's fees, incurred by the officer due to an investigation or a proceeding conducted against them by an authority authorized to conduct an investigation or proceeding, and which ended without an indictment being filed against them and without a financial liability being imposed on them as an alternative to a criminal proceeding, or which ended without

an indictment being filed against them but with the imposition of a financial liability as an alternative to a criminal proceeding for an offense that does not require proof of criminal intent.

In this regard, the following definitions shall apply:

"Conclusion of a proceeding without an indictment being filed in a matter where a criminal investigation was opened" - means closing the case under section 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982 (in this subsection - the Criminal Procedure Law), or a stay of proceedings by the Attorney General under section 231 of the Criminal Procedure Law;

"Financial liability as an alternative to a criminal proceeding" - a financial liability imposed by law as an alternative to a criminal proceeding, including an administrative fine under the Administrative Offenses Law, 5745-1985, a fine for an offense determined to be a fineable offense under the provisions of the Criminal Procedure Law, a financial sanction, or a ransom;

c. Reasonable litigation expenses, including attorney's fees, incurred by the officer or which they were charged with by a court, in a proceeding filed against them by the company or in its name or by another person, or in a criminal charge of which they were acquitted, or in a criminal charge in which they were convicted of an offense that does not require proof of criminal intent.

d. Expenses incurred by the officer or which they were charged with, in connection with an administrative enforcement proceeding conducted in their matter, including reasonable litigation expenses, and including attorney's fees, as far as permitted by law. In this regard, the following definitions shall apply:

"Administrative enforcement proceeding" - an administrative enforcement proceeding in accordance with the provisions of any law, including a proceeding in accordance with the Economic Competition Law, the Law for Efficiency of Enforcement Procedures and the Securities Law, including an administrative petition, objection, or appeal in connection with such a proceeding.

"Law for Efficiency of Enforcement Procedures" - The Law for Efficiency of Enforcement Procedures in the Securities Authority (Legislative Amendments), 5771-2011, as updated from time to time.

"Securities Law" - The Securities Law, 5728-1968, as updated from time to time.

"Economic Competition Law" - The Economic Competition Law, 5748-1988

e. Payment to a victim of a violation as mentioned in section 52nd(a)(1)(a) of the Securities Law, as amended in the Law for Efficiency of Enforcement (hereinafter: "Payment to a victim of a violation").

f. Any other liability or expense for which it is or will be permitted by law to indemnify an officer.

25.3 Indemnification in advance

The company may give an advance undertaking to indemnify an officer therein for a liability or expense as specified in section 25.2(a) above, provided that the advance indemnification undertaking shall be limited to events that, in the opinion of the Board of Directors, are expected in view of the company's actual activities at the time of giving the indemnification undertaking, and to an amount or criterion that the Board of Directors has determined to be reasonable under the circumstances, and that the indemnification undertaking specifies the events that the Board of Directors believes are expected in view of the company's actual activities at the time of giving the undertaking, as well as the amount or criterion that the Board of Directors has determined to be reasonable under the circumstances. The company may also give an advance undertaking to indemnify an officer therein for liabilities or expenses as specified in sections 25.2(b) - 25.2(f) above.

25.4 Retroactive indemnification

Without derogating from the provisions of regulation 25.3 above, and subject to the provisions of any law, the company may indemnify an officer therein retroactively.

.26 Insurance of officers

26.1 The company may insure officers therein to the maximum extent permitted by law. Without derogating from the generality of the above, the company may enter into a contract for the insurance of the liability of an officer in the company for a liability that may be imposed on them due to an action taken by virtue of being an officer therein, in any of the following:

a. Breach of the duty of care towards the company or towards another person;

b. Breach of the duty of loyalty towards the company, provided that the officer acted in good faith and had a reasonable basis to assume that the action would not harm the company's best interests;

c. A financial liability that may be imposed on them for the benefit of another person;

e. Payment to a victim of a violation.

f. Any other event for which it is or will be permitted by law to insure an officer's liability.

27. Indemnification and insurance - general

27.1 It is clarified that in this chapter, an undertaking regarding indemnification and insurance as aforesaid for an officer may also be valid after the officer has ceased to serve in the company.

Chapter Eight - Liquidation and Reorganization of the Company

28. Liquidation

28.1 If the company is liquidated, whether voluntarily or otherwise, the liquidator may, with the approval of a general meeting, distribute in kind among the shareholders parts of the company's property, and they may, with similar approval, deposit any part of the company's property with trustees for the benefit of the shareholders as the liquidator, with the aforementioned approval, finds fit.

28.2 Subject to special rights of shares, if shares with special rights have been issued, the company's shares have equal rights among them in relation to the amounts of capital paid or credited as paid on the par value of the shares, as far as they have value.

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par value, in all matters related to the return of capital and participation in the distribution of the company's surplus assets upon liquidation.

29. Company Reorganization

29.1. At the time of sale of company property, the Board of Directors, or the liquidators (in case of liquidation), if authorized by a resolution passed by the General Meeting of the company, may receive fully or partially paid-up shares, BONDS, or securities of another company, Israeli or foreign, whether incorporated or about to be incorporated for the purpose of purchasing the company's property, or part thereof, and the directors (if company profits permit) or the liquidators (in case of liquidation), may distribute among the shareholders the shares or securities mentioned above or any other property of the company without realizing them or depositing them with trustees for the shareholders.

29.2. The General Meeting may, by a resolution passed by the General Meeting of the company, decide on the valuation of the securities or the property mentioned above at such price and in such manner as the General Meeting shall decide, and all shareholders shall be required to accept any valuation or distribution authorized as aforesaid and to waive their rights in this matter, except, in the event that the company is about to be liquidated or is in the process of liquidation, for those legal rights (if any) which under the provisions of the law cannot be changed or qualified.

Chapter Nine - Notices

30. Notices

30.1. A notice or any other document may be delivered by the company to any shareholder, appearing in the company's shareholder register, either personally or by sending by registered mail addressed to the registered address of that shareholder in the shareholder register or to the address that the shareholder provided in writing to the company as the address for the delivery of notices.

30.2. All notices to be given to shareholders shall be given, in respect of shares held by joint owners, to that person whose name is mentioned first in the shareholder register and any

notice given in this manner shall be sufficient notice to all joint shareholders.

30.3. Any notice or other document delivered or sent to a shareholder in accordance with these Regulations shall be deemed to have been duly delivered and sent in respect of all shares held by him (whether held by him alone or by him in partnership with others), even if that shareholder has died at that time, or become bankrupt, or an order for his liquidation was given, or a trustee or liquidator or receiver was appointed for his shares (whether the company knew about it or not), until another person is registered in the shareholder register in his place as the holder thereof, and delivery or sending of a notice or document as aforesaid shall be considered sufficient delivery or sending to any person who has rights in those shares.

30.4. Any notice or other document sent by the company by mail to an address in Israel shall be deemed to have been delivered within 48 hours from the day the letter containing the notice or document was delivered to the post, or within 96 hours in the case where the address is abroad, and when proving delivery it shall be sufficient to prove that the letter containing the notice or document was addressed to the correct address and delivered to the post office.

30.5. An accidental omission in giving notice of a general meeting to any shareholder or the non-receipt of a notice regarding a meeting or other notice by any shareholder shall not cause the cancellation of a resolution passed at that meeting or the cancellation of proceedings based on that notice.

30.6. Every shareholder and every member of the board of directors may waive his right to receive notice or his right to receive notice at a certain time and may agree that a general meeting of the company or a meeting of the board of directors, as the case may be, shall convene and be held even though he did not receive notice of it, or even though the notice was not received by him within the required time.

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AI assistant

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

6685_rns_2026-05-25_b1dd99e8-190c-43dd-ada6-936dcb87b75d.pdf

4. The Required Majority for Approval of the Resolution on the Agenda

5. The Record Date

6. Quorum and Adjourned Meeting

7. Voting Procedure

7.1. Proof of Ownership

7.2. Voting by Proxy

7.3 Voting via the Electronic System

8. Position Statements

9. Voting in more than one way

10. Adding a subject to the agenda

11. Inspection of documents and company representative

Appendix A

Proxy

ARTICLES OF ASSOCIATION

Table of Contents

Chapter Two - The Company's Share Capital

Chapter Three - General Meetings

Chapter Four - The Board of Directors

Chapter Five - Secretary and Auditor

Chapter Six - Maintenance of Company Capital and its Distribution

Chapter Seven - Indemnification and Insurance of Officers

Chapter Eight - Compulsory Acquisition, Liquidation and Reorganization of the Company

Chapter Nine - Miscellaneous

Chapter One - General

1. Introduction

Companies Regulations

Securities Regulations

Affiliated Corporation

2. Public Company

3. Donations

4. The Company's Objects

5. Limitation of Liability

Chapter Two - The Share Capital of the Company

6. Share Capital

7. Issuance of shares and other securities

9. Transfer of Shares of the Company

Transfer Certificate

10. Bearer Share Certificates

11. Pledge of Shares

Changes in Share Capital

Increasing the Registered Share Capital

Share Types

12.3. Consolidation of Share Capital

12.4. Cancellation of Unallocated Registered Share Capital

12.5. Splitting the Share Capital

12a. Ensuring the Essential Interests of the State in the Company

Chapter Three - General Meetings

13. Delegation of Powers by the General Meeting

14. Annual and Special General Meetings and Class Meetings

14.1. General Meetings

14.2. Notice of General Meeting

15.2. Chairman of the General Meeting

16. Shareholder Voting

17. Appointment of a Proxy for Voting

17.1. Voting by Proxy

17.2. Wording of the Letter of Authorization (Proxy)

Letter of Authorization

Chapter Six - Maintenance and Distribution of the Company's Capital

Dividend and Bonus Shares

24.2.2. Unclaimed Dividend

24.3.1. Funds

Chapter Seven - Indemnification and Insurance of officers

25. Indemnification of officers

25.3 Indemnification in advance

25.4 Retroactive indemnification

.26 Insurance of officers

27. Indemnification and insurance - general

Chapter Eight - Liquidation and Reorganization of the Company

28. Liquidation

29. Company Reorganization

Chapter Nine - Notices

30. Notices

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