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Carasso Motors Ltd. ("the Company")

Proxy Statement

Voting paper according to the Companies Regulations (Written Voting and Position Statements), 2005-5765

Part One

Company Name: Carasso Motors Ltd.

Meeting Type: Special General (hereinafter: the "Meeting")

Meeting Date: Thursday, May 28, 2026, at 15:30

Meeting Place: At the Company's offices, at 24 Rival Street, Tel Aviv (hereinafter: the "Company's offices")

Agenda items for which voting can be conducted via the proxy statement

2.1 Approval of the inclusion of officers among the controlling shareholders and their relatives in directors' and officers' liability insurance policies, as they shall be from time to time, for a period of three years

It is proposed to approve the inclusion of officers among the controlling shareholders and their relatives (as this term is defined below), in the directors' and officers' liability insurance policies, as they shall be from time to time, for a period of three years.

On March 26, 2026, and March 30, 2026, the Compensation Committee and the Company's Board of Directors approved, respectively (subject to the approval of the Meeting convened as stated in Section 9 of the Meeting Summons Report), and in accordance with the provisions of Sections 273, 275, and 272(c)(2)(a) of the Companies Law, 1999-5759 (hereinafter: the "Companies Law"), the following engagements:

A. The Company's engagement in a directors' and officers' liability insurance policy for those among the controlling shareholders in the Company, including directors and/or officers who may be considered controlling shareholders in the Company, for a period of 12 months from March 2, 2026, with liability limits of 40 million dollars per claim and period.

B. The Company's engagement in future policies in which the Company will engage during the next three years (until March 1, 2029), as they shall be from time to time, with liability limits not exceeding 80 million US dollars, with the approval of the Compensation Committee only, provided that the engagement is on market terms, in the ordinary course of business, and is not likely to materially affect the Company's profitability, its assets, or its liabilities, or alternatively under conditions that meet the provisions of the Company's compensation policy as in effect from time to time (hereinafter together in this sub-section: the "Insurance Policies").

The Compensation Committee and the Company's Board of Directors approved the inclusion of all officers among the controlling shareholders and their relatives (as defined below) in the Insurance Policies, as they shall be from time to time and under identical terms to those approved regarding other directors and officers in the Company.

In this report above and below, "officers among the controlling shareholders and their relatives" are: Mr. Yoel Carasso (Chairman of the Board of Directors of the Company, a controlling shareholder in the Company and father of Ms. Daphna Carasso Romano), Tzipora Mizrahi (Director and controlling shareholder in the Company), Ariel Carasso (Director, controlling shareholder in the Company and father of Mr. Eran Carasso), Yoni Goldstein Carasso (Director and controlling shareholder in the Company), Orly Hashen (Director and controlling shareholder in the Company), Sarah Carasso Botton (Director and controlling shareholder in the Company), Moshe Carasso (Director and controlling shareholder in the Company), Yoram Ben Haim (Director and relative of a controlling shareholder in the Company), Nili Benjamin (daughter of Ms. Orly Hashen Carasso, a director on the Board of Directors and a controlling shareholder in the Company, who serves as a director in the Company), wholly-owned subsidiaries (100%), Daphna Carasso Romano (daughter of Mr. Yoel Carasso, Chairman of the Board of Directors and a controlling shareholder in the Company, who serves as a director on the Board of Directors of Pacific, the Board of Directors of Freesbe Finance, and the Board of Directors of Metro Motor (Holdings) Ltd.), and Eran Carasso (son of Mr. Ariel Carasso, a director and controlling shareholder in the Company, who serves as a director in Freesbe Finance).

2.2 Approval of an engagement regarding the provision of an indemnification undertaking to directors and officers among the controlling shareholders and their relatives

It is proposed to approve the provision of an indemnification undertaking to directors and officers among the controlling shareholders and their relatives, in the same format as the indemnification letters granted to officers in the Company.

On March 26, 2026, and March 30, 2026, the Compensation Committee and the Company's Board of Directors approved, respectively (subject to the approval of the Meeting convened as stated in Section 9 of the Meeting Summons Report), and in accordance with the provisions of Sections 273, 275, and 272(c)(2)(a) of the Companies Law, the provision of an indemnification undertaking to the officers among the controlling shareholders...

and their relatives (as defined above), in the same version as the indemnification letters granted to the officers in the Company (hereinafter in this section: "the Indemnification Letter").

In accordance with the Indemnification Letter and subject to the provisions of the law, the Company shall undertake to indemnify the officers among the controlling shareholders and their relatives (as defined above) for any liability or expense imposed on them or incurred due to an action they performed and/or will perform by virtue of their being officers in the Company and/or in a corporation controlled by them directly and/or indirectly and/or in a corporation in which they were appointed by the Company to serve as officers, as specified in the Indemnification Letter and subject to its terms. The Company's indemnification undertaking is limited to an act or omission in connection with one of the actions and/or matters specified in the Indemnification Letter. It should be noted that the total indemnification amount that the Company will pay to all officers in the Company, including in subsidiaries (as defined in the Indemnification Letter), in aggregate, under all indemnification letters issued and to be issued to them by the Company, shall not exceed an amount equal to 25% of the Company's equity, according to its last audited or reviewed consolidated financial reports published before the date of the indemnification payment (hereinafter and above: "the Indemnification Undertaking").

However, in the event that indemnification is received from an insurer under an officer liability insurance policy for a matter subject to the Indemnification Letter, the indemnification will be given in the amount of the difference between the amount of the financial liability imposed on the indemnified person and the legal expenses incurred, and the amount received from the insurer for the same matter, but up to the ceiling set as stated above. For the avoidance of doubt, it is noted that the Company will not be required to pay the officers any amounts by virtue of the Indemnification Letter if and to the extent that such amounts were paid to them or for them or in their place in any way, including within the framework of directors' and officers' liability insurance or within the framework of receiving indemnification from any third party other than the Company.

The Indemnification Undertaking will be in effect for 3 years from May 1, 2026, and will continue to apply with respect to events whose cause of action is until May 1, 2029, even if such engagement is not renewed in the future.

2.3 Approval of engagements regarding the provision of an exemption undertaking to directors and officers among the controlling shareholders and their relatives

It is proposed to approve the provision of an exemption undertaking to directors and officers among the controlling shareholders and their relatives, attached as Appendix B to the Meeting Summons Report (hereinafter in this section: "the Exemption Letter").

On March 26, 2026, and March 30, 2026, the Compensation Committee and the Company's Board of Directors approved, respectively, subject to the approval of the Meeting convened as stated in Section 9 of the Meeting Summons Report, and in accordance with the provisions of Sections 273, 275, and 272(c)(2)(a) of the Companies Law, the provision of an exemption undertaking to the officers among the controlling shareholders and their relatives (as defined above).

In accordance with the Exemption Letter and subject to the provisions of Sections 259 $^{1}$ and 263 $^{2}$ of the Companies Law and any legal provision that may replace them, the Company will undertake to exempt each of the officers among the controlling shareholders and their relatives from any liability towards it only due to any damage caused to it and/or that was caused to it, whether directly or indirectly, due to a breach of the duty of care towards it (except for a breach of the duty of care in distribution, as defined in the Companies Law) in their actions in good faith and by virtue of their being officers and/or employed by the Company and/or in subsidiaries and/or affiliates of the Company, as they shall be from time to time.

Notwithstanding the above, the exemption shall not apply to a decision or transaction in which a controlling shareholder or any officer in the Company (even an officer other than the one for whom the exemption is granted) has a personal interest.

The validity of the exemption undertaking according to the Exemption Letter to be given to the officers among the controlling shareholders and their relatives, if approved, shall be for a period of three years from the date of approval by the General Meeting, and will continue to apply to events whose cause of action occurred during the period of the exemption undertaking.

The exemption undertaking will be in effect for 3 years from May 1, 2026, and will continue to apply with respect to events whose cause of action is until May 1, 2029, even if such engagement is not renewed in the future.

$^{1}$ Section 259 of the Companies Law states:
(A) A company may exempt, in advance, an officer therein from his liability, in whole or in part, for damage due to a breach of the duty of care towards it, if a provision to that effect is established in the articles of association.
(B) Notwithstanding the provisions of subsection (A), a company may not exempt in advance a director from his liability towards it due to a breach of the duty of care in distribution...

Section 263 of the Companies Law states:

"No effect shall be given to a provision in the articles of association permitting the company to enter into a contract for the insurance of the liability of an officer therein, to a provision in the articles of association or a board of directors' decision permitting the indemnification of an officer, or to a provision in the articles of association exempting an officer from liability towards the company, due to any of the following:

(1) A breach of the duty of loyalty, except regarding indemnification and insurance for a breach of the duty of loyalty as stated in Section 261(2) [of the Companies Law];
(2) A breach of the duty of care committed intentionally or recklessly, unless committed by negligence only;
(3) An action with the intention of producing unlawful personal profit;
(4) A fine or penalty imposed on him."

2.4 Approval of the Company's engagement in directors' and officers' liability insurance policies, from time to time, for a period of three years, including coverage for subsidiaries ("Umbrella Policy") and the inclusion of officers except for officers who are among the controlling shareholders

A. The Company's engagement in an umbrella policy, for a period of 12 months from March 2, 2026, with liability limits of 40 million dollars per claim and period.

B. The Company's engagement in future policies in which the Company will engage during the next three years (until March 1, 2029), as they shall be from time to time, with liability limits not exceeding 80 million US dollars, with the approval of the Compensation Committee only, provided that the engagement is on market terms, in the ordinary course of business, and it is not likely to materially affect the Company's profitability, its assets, or its liabilities, or alternatively under conditions that meet the provisions of the Company's compensation policy, as in effect from time to time (hereinafter together in this sub-section: "the Insurance Policies").

The Compensation Committee and the Company's Board of Directors approved the inclusion of officers in the Company and in subsidiaries (as applicable), except for the officers among the controlling shareholders and their relatives (as defined above, regarding whom the approval for their inclusion in the insurance policies is brought in Section 2.1 above), and including directors Ms. Varda Triaks (External Director), Mr. Lior Hans (External Director), and Mr. Moshe Litvak (Independent Director) in the Insurance Policies, as they shall be from time to time and under terms identical to those approved for other directors and officers in the Company.

Inspection of Documents

Company shareholders may inspect, at their request, any document related to the agenda items at the Company's offices, at the Reem Park Logistics Center, Bnei Ayish, during accepted working hours, by prior coordination with Mr. Nir Farber, Legal Counsel and Company Secretary at telephone: 08-8631111, and also on the distribution site of the Securities Authority: www.magna.isa.gov.il.

The Required Majority

4.1 The majority required for approval of the items specified in Sections 2.1, 2.2, and 2.3 above, in accordance with the provisions of Section 270(a)(4) of the Companies Law, is as stated in Section 275(a)(3) of the Companies Law, according to which a majority of votes of shareholders present and participating in the vote is required (whether directly or indirectly through proxies or proxy statement or through voting in the electronic voting system), provided that one of the following is met:

(A) The majority count in the general meeting shall include a majority of all votes of shareholders who are not controlling shareholders in the Company or possess a personal interest in approving the proposed engagement, who participate in the vote (whether directly or indirectly via proxy or proxy statement or via voting in the electronic voting system); abstaining votes shall not be taken into account in the count of all votes of said shareholders. For anyone who has a personal interest, the provisions of Section 276 of the Companies Law shall apply, with the necessary changes;

(B) The total opposing votes among the shareholders stated in sub-paragraph (A) did not exceed a rate of two percent (2%) of the total voting rights in the Company.

4.2

It should be emphasized that in accordance with the provisions of Section 276 of the Companies Law, a shareholder participating in the vote for approval of the agenda items in Sections 2.1-2.3 of the Meeting shall notify the Company before the vote at the Meeting, or if the vote is via proxy statement, on the proxy statement, whether they are among the controlling shareholders in the Company and/or if they have a personal interest, as applicable, in the approval of the agenda item as stated or not; if a shareholder did not so notify, they shall not vote and their vote shall not be counted.

4.3

The majority required for approval of the item specified in Section 2.4 above is a majority of the votes of shareholders present and participating in the vote. It should be noted that the percentage of holdings of the controlling shareholders in the Company grants the controlling shareholders the required majority to pass the proposed resolution on the matter in Section 2.4 above.

In the vote regarding the approval of the agenda items in Sections 2.1-2.3, in the second part of this proxy statement, space is allocated for marking the existence or absence of an affiliation or other characteristic of the shareholder as stated, as well as for their description, in addition to a clarification whereby anyone who did not mark "Yes" and did not describe as stated - their vote will not be counted.

The proxy statement will be valid for an unregistered shareholder³ only if an ownership certificate is attached to it or if an ownership certificate was sent to the Company via the electronic voting system.

³ An unregistered shareholder is someone for whom a share is registered with a stock exchange member and that share is included among the shares registered in the shareholders' register in the name of a registration company.

The proxy statement will be valid for a shareholder according to Section 177(2) of the Companies Law, i.e., for someone who is registered as a shareholder in the Company's shareholders' register, only if a copy of an ID card, passport, or incorporation certificate is attached to it.

According to the Companies Regulations (Written Voting and Position Statements), 2005-5766, the electronic voting system will close four (4) hours before the time of the General Meeting convening, or until an earlier time determined by the staff of the Securities Authority ("the Authority"), provided that it does not exceed twelve (12) hours before the General Meeting convening ("System Closing Time"). According to the Authority's determination, the System Closing Time, as of the publication date of this proxy statement, is set at six (6) hours before the time of the meeting convening.

The proxy statement must be delivered to the Company by the System Closing Time, i.e., up to six (6) hours before the time of the meeting convening.

An unregistered shareholder may vote through the electronic voting system.

The Company's address for delivery of proxy statements and position statements: At the Company's offices, Reem Park Logistics Center, Bnei Ayish (Attn: Adv. Nir Farber, Legal Counsel and Company Secretary).
The deadline for delivering position statements (as defined in Section 88 of the Companies Law) to the Company is up to ten (10) days before the meeting date. The deadline for delivering the Board of Directors' response to the position statements is up to five (5) days before the meeting date.
The addresses of the distribution site and the website of the Tel Aviv Stock Exchange Ltd. where the text of the proxy statements and position statements, as defined in Sections 87 and 88 of the Companies Law, can be found are:

(1) The distribution site of the Securities Authority: www.magna.isa.gov.il ("the Distribution Site").

(2) The website of the Tel Aviv Stock Exchange Ltd.: www.maya.tase.co.il.

A shareholder is entitled to receive the ownership certificate at the stock exchange member's branch or by mail, if requested, and a request for this purpose shall be given in advance for a specific securities account. Additionally, an unregistered shareholder may instruct that their ownership certificate be transferred to the Company through the electronic voting system.
An unregistered shareholder is entitled to receive via email, free of charge, a link to the text of the proxy statement and position statements on the distribution site, from the stock exchange member through which they hold their shares, unless they notified the stock exchange member that they do not wish to receive such a link or that they wish to receive proxy statements by mail in exchange for payment. Their notification regarding proxy statements shall also apply to receiving position statements.
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, as well as whoever holds such a rate out of the total voting rights not held by a controlling shareholder in the Company as defined in Section 268 of the Companies Law, is entitled by themselves or through a proxy on their behalf, after the convening of the General Meeting, to inspect at the Company's registered office, during accepted working hours, the proxy statements and voting records via the electronic voting system that reached the Company.

It should be noted that the quantity of shares constituting 5% of the total voting rights in the Company (undiluted) is 4,727,212 ordinary shares of the Company, while the quantity of shares constituting 5% of the total voting rights in the Company (undiluted) that are not held by such a controlling shareholder in the Company is 2,341,419 ordinary shares.

A shareholder shall indicate their voting method on the form which is the second part of this proxy statement.
After the publication of the proxy statement, there may be changes in the meeting's agenda, including the addition of an item to the agenda, position statements may be published, and the updated agenda and published position statements can be inspected in the Company's reports on the Distribution Site.
In the event that the Company publishes an amended notice as stated in Regulation 5b of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000-5760, 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 proxy statement on the date of publication of the amended notice.

5/27/2020 (1:50:07 PM) v1.2.5

5 Part Two

Company Name: Carasso Motors Ltd

Company Address (for delivery and mailing of voting ballots): At the Logistics Center, Re'em Park, Bnei Ayish

Company No.: 514065283

Meeting Date: Thursday, May 28, 2026, at 15:30

Adjourned Meeting: Sunday, May 31, 2026, at 15:30

Type of Meeting: Special General

Record Date: Wednesday, April 8, 2026

Shareholder Details

Shareholder Name : ____

ID No. : ____

If the shareholder does not have an Israeli ID card-

Passport No. : ____

Country of issue : ____

Valid until : ____

If the shareholder is a corporation-

Corporation No. : ____

Country of incorporation : ____

Are you categorized as one of the following types of shareholders¹:

Interested party² - Yes / No
Senior officer³ - Yes / No
Institutional investor⁴ - Yes / No

Voting Method:

Item number on the agenda	Item on the agenda	Voting Method⁵			Are you a controlling shareholder or have a personal interest in the approval of the proposed resolution (pursuant to Section 267A(b) of the Companies Law)?⁶
		For	Against	Abstain	Yes*	No
1	Approval of the inclusion of officer/officers who are among the controlling shareholders and their relatives in the directors' and officer/officers' liability insurance policy, as they shall be from time to time, for a period of three years, as stated in Section 2.1 above
2	Approval of an engagement regarding providing an indemnification undertaking to directors and officer/officers who are among the controlling shareholders and their relatives, as stated in Section 2.2 above
3	Approval of an engagement regarding providing an exemption undertaking to directors and officer/officers who are among the controlling shareholders and their relatives, as stated in Section 2.3 above

Item number on the agenda	Item on the agenda	Voting Method^{5}			Are you a controlling shareholder or have a personal interest in the approval of the proposed resolution (pursuant to Section 267A(b) of the Companies Law)?^{6}
		For	Against	Abstain	Yes*	No
4	Approval of the Company's engagement in directors' and officer/officers' liability insurance policies, from time to time, for a period of three years, including coverage for subsidiaries and inclusion of officer/officers except for officer/officers who are among the controlling shareholders, as stated in Section 2.4 above				Not relevant	Not relevant

*Detail :

The following are details regarding my being a controlling shareholder in the company, my personal interest in the approval of the proposed resolutions, my affiliation or another characteristic as a shareholder, as applicable :

Please circle the appropriate option in each of the sections.
As defined in Section 1 of the Securities Law, 1968 (hereinafter: "Securities Law").
As defined in Section 37(d) of the Securities Law.
As defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations,
Absence of a mark will be considered an abstention from voting on that item.
A shareholder who does not fill out this column or who marks "Yes" and does not elaborate, their vote will not be counted.

Date

Signature

For shareholders holding shares through a TASE member according to Section 177(1) of the Companies Law - this voting ballot is valid only when accompanied by an ownership certification.

For shareholders registered in the Company's shareholder register - the voting ballot is valid only when accompanied by a photocopy of the ID card/passport/certificate of incorporation.

5/27/2026 | 1:50:08 PM | v1.2.5

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Part Two

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Are you categorized as one of the following types of shareholders¹:

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