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Carasso Motors Ltd. ("the Company")

Securities Authority

www.isa.gov.il

The Tel-Aviv Stock Exchange Ltd.

www.tase.co.il

May 27, 2026

Subject: Immediate Report

The Company is pleased to hereby submit an immediate report prepared in accordance with the Securities Regulations (Periodic and Immediate reports), 1970 and in accordance with the Securities Regulations (Transaction between a Company and a controlling shareholder therein), 2001, regarding the summoning of a special general meeting of the Company's shareholders (hereinafter: the "Meeting") whose agenda includes, among other things, the approval of engagements in which the controlling shareholders in the Company have a personal interest in their approval, as detailed in this immediate report below.
Concise description of the engagements in which the controlling shareholders in the Company have a personal interest and their main terms

2.1. Approval of the inclusion of officers who are among the controlling shareholders and their relatives in directors' and officers' liability insurance policies, as they may be from time to time, for a period of three years (hereinafter: the "Proposed First Engagement")

a. The Company's engagement in a directors' and officers' liability insurance policy for those who are 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 event 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 may 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, assets or liabilities, or alternatively under terms that meet the provisions of the Company's compensation policy, as it may be in effect from time to time (hereinafter together in this subsection: "Insurance Policies").

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

In this report above and below, "officers who are among the controlling shareholders and their relatives" are: Mr. Yoel Carasso (Chairman of the Company's Board of Directors, controlling shareholder in the Company and father of Ms. Dafna Carasso Romano), Zipora 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 Hashan (Director and controlling shareholder in the Company), Sara Carasso Bouton (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 Company¹), Nili Benjamin (daughter of Ms. Orly Hashan Carasso, a director on the Company's board and a controlling shareholder in the Company, serving as a director in the Company), wholly-owned subsidiary companies (100%), Dafna Carasso Romano (daughter of Mr. Yoel Carasso, Chairman of the Company's Board of Directors and a controlling shareholder in the Company, serving as a director on the board of Pacific, the board of Frisbee Finance and the board of Metro Motor (Holdings) Ltd.) and Eran Carasso (son of Mr. Ariel Carasso, a director and a controlling shareholder in the Company, serving as a director in Frisbee Finance).

2.2. Approval of engagements regarding the provision of an indemnification undertaking to directors and officers who are among the controlling shareholders and their relatives (hereinafter: the "Proposed Second Engagement")

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 summoned as stated in section 9 below), 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 who are among the controlling shareholders and their relatives (as defined above), in a format identical to the indemnification letters granted to the Company's officers (hereinafter in this section: "Indemnification Letter").

Pursuant to the Indemnification Letter and subject to the provisions of the law, the Company will undertake to indemnify the officers who are among the controlling shareholders and their relatives (as this term is defined above) for any obligation or expense imposed on them or which they incur, due to an action they took and/or will take by virtue of being officers in the Company and/or in a corporation controlled by them directly and/or indirectly and/or in a corporation where they were appointed by the Company to serve as officers, as detailed 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 detailed in the Indemnification Letter. It should be noted that the total indemnification amount to be paid by the Company to all officers in the Company, including in subsidiaries (as defined in the Indemnification Letter), cumulatively, 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 statements published before the date of the indemnification payment (hereinafter and above: the "Indemnification Undertaking").

However, in a case where indemnification is received from an insurer under an officer's insurance policy, due to a matter subject of the Indemnification Letter, the indemnification will be granted in the amount of the difference between the amount of financial liability imposed

¹ Mr. Yoram Ben Haim is married to the daughter of Ms. Zipora Mizrahi, a director and controlling shareholder in the Company.

on the indemnified person and the legal expenses they incurred, and the amount received from the insurer for the same matter but up to the fixed ceiling 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 stead 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 valid for 3 years from May 1, 2026 and will continue to apply in relation to events whose cause of action is until May 1, 2029, even if the said engagement is not renewed in the future.

The wording of the Indemnification Letter is attached as Appendix A to this immediate report.

2.3. Approval of engagements regarding the provision of an exemption undertaking to directors and officers who are among the controlling shareholders and their relatives (hereinafter: the "Proposed Third Engagement")

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 summoned as stated in section 9 below, 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 officers who are among the controlling shareholders and their relatives (as this term is defined above), in the wording attached as Appendix B to this immediate report.

In accordance with the Exemption Letter and subject to the provisions of sections 259² and 263³ of the Companies Law and any legal provision that may replace them, the Company will undertake to exempt each of the officers who are among the controlling shareholders and their relatives from any liability towards it only due to any damage caused to it and/or which was caused to it, whether directly or indirectly, due to a breach of the duty of care towards it (except due to a breach of the duty of care in distribution, as the term is defined in the Companies Law) in their actions in good faith and by virtue of being an officer and/or employed by the Company and/or by subsidiaries and/or affiliates of the Company, as they may be from time to time.

Despite the aforesaid, the exemption shall not apply in respect of a decision or transaction in which a controlling shareholder or any officer in the Company (including an officer other than the one for whom the exemption is granted) has a personal interest.

The validity of the exemption undertaking under the Exemption Letter to be given to the officers who are among the controlling shareholders and their relatives, if approved, shall be for a period of three years from the date of the general meeting's approval, and shall continue to apply in relation to events whose cause of action is during the exemption undertaking period.

2 Section 259 of the Companies Law provides:

(a) A company may exempt, in advance, an officer therein from their liability, in whole or in part, due to damage resulting from a breach of the duty of care towards it, if a provision for this was determined in the articles of association.

(b) Notwithstanding the provisions of subsection (a), a company may not exempt a director in advance from their liability towards it due to a breach of the duty of care in distribution."

3 Section 263 of the Companies Law provides:

"A provision in the articles of association permitting the company to engage in a contract for insuring the liability of an officer therein, a provision in the articles of association or a board of directors' decision permitting the indemnification of an officer, or a provision in the articles of association exempting an officer from liability towards the company, shall have no validity for any of these:

(1) A breach of the fiduciary duty, except regarding indemnification and insurance due to a breach of the fiduciary duty as stated in section 261(2) [of the Companies Law];

(2) A breach of the duty of care committed intentionally or recklessly, unless committed through negligence only;

(3) An action with the intent to produce an unlawful personal profit;

(4) A fine or ransom imposed upon them."

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

The proposed engagements detailed in sections 2.1 to 2.3 above shall be called together below: the "Proposed Engagements".

Names of the controlling shareholders and/or members of the Company's Board of Directors who have a personal interest in the proposed engagements and the nature of this interest

3.1. Names of the controlling shareholders who have a personal interest in the proposed engagements

Messrs. Zipora Mizrahi, Ariel Carasso, Yoel Carasso, Moshe Carasso, Yoni Goldstein Carasso, Orly Hashan and Sara Carasso Bouton, are the controlling shareholders in the Company⁴ (hereinafter: the "controlling shareholders in the Company") by virtue of the Shareholders Agreement dated July 30, 2024 between these shareholders (hereinafter: the "Shareholders Agreement"), which replaced the previous shareholders agreement from 2011.⁵

Names of additional shareholders who have a personal interest in the proposed engagements

In accordance with the stated in Section 5.5 of the prospectus for the Company's initial public offering of shares dated May 29, 2011 (hereinafter: the "Offering Prospectus")⁶, Mrs. Edna Oz Carasso, Or Edna Holdings (2007) Ltd., Or Edna Ltd. (hereinafter together: "Edna Carasso"), Mr. Maccabi Carasso and Tzuk Maccabi Aryeh Ltd. (hereinafter together: "Maccabi Carasso") will be seen as having a personal interest in the proposed engagements, due to being relatives, as the term is defined in the Companies Law, of the controlling shareholders in the Company who have a personal interest in the approval of the engagements as detailed above and below. It should be noted that Edna Carasso and Maccabi Carasso are not parties to the Shareholders Agreement.⁷ Edna Oz Carasso is the sister of Messrs. Moshe Carasso and Sara Carasso Bouton, who are among the controlling shareholders in the Company and serve as directors on the Company's board. Maccabi Carasso is the brother of Mr. Yoel Carasso, who is among the controlling shareholders in the Company.

3.2. Nature of the personal interest of the controlling shareholders

3.2.1. All controlling shareholders in the Company have a personal interest in the proposed engagements given that controlling shareholders in the Company serve as officers in the Company.

3.2.2. Ms. Zipora Mizrahi has a personal interest in the proposed engagements due to being a beneficiary under them and due to being a relative of directors who are beneficiaries under them.

3.2.3. Mr. Ariel Carasso has a personal interest in the proposed engagements due to being a beneficiary under them, due to being a relative of directors who are beneficiaries under them, and also due to being the father of Mr. Eran Carasso, the beneficiary under them.

Those holding the Company's shares directly and through private companies under their full ownership and control.
For additional details regarding the new shareholders agreement, see section 6.8 of the Company's board of directors' report as of June 30, 2024 as published by the Company on August 21, 2024 (Reference No.: 2024-01-085773).
Reference No.: 2011-01-166344.
Regarding qualifications for the classification of Maccabi Carasso and Edna Carasso as parties with personal interest in the proposed engagements, as well as regarding the reservation of Mr. Maccabi Carasso's counsel regarding his classification as a party with a personal interest in such transactions, see footnote no. 20 in Section 5.5 of the Offering Prospectus.

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3.2.4. Mr. Yoel Carasso has a personal interest in the proposed engagements because he is a beneficiary under them, because he is a relative of directors who are beneficiaries under them, and because he is the father of Ms. Dafna Ariela Carasso Romano, who is a beneficiary under them.

3.2.5. Mr. Moshe Carasso has a personal interest in the proposed engagements because he is a beneficiary under them and because he is a relative of directors who are beneficiaries under them.

3.2.6. Ms. Yoni Goldstein Carasso has a personal interest in the proposed engagements because she is a beneficiary under them and because she is a relative of directors who are beneficiaries under them.

3.2.7. Ms. Orly Hoshen has a personal interest in the proposed engagements because she is a beneficiary under them, because she is a relative of directors who are beneficiaries under them, and because she is the mother of Ms. Nili Benjamin, who is a beneficiary under them.

3.2.8. Sarah Carasso Bouton has a personal interest in the proposed engagements because she is a beneficiary under them and because she is a relative of directors who are beneficiaries under them.

It should be noted that according to the shareholders' agreement, the controlling shareholders of the company act in concert regarding their vote at the general meetings of the company's shareholders.

3.3. Names of the company's board members who have a personal interest in the proposed engagements and the nature of this interest

3.3.1. All directors who are among the controlling shareholders and their relatives have a personal interest in the proposed engagements, by their very nature.

3.3.2. Ms. Zipora Mizrahi, Mr. Ariel Carasso, Mr. Yoel Carasso, Mr. Moshe Carasso, Ms. Yoni Goldstein Carasso, Ms. Orly Hoshen, and Sarah Carasso Bouton, who serve as directors in the company, have a personal interest in the proposed engagements as detailed in section 3.3 above.

3.3.3. Mr. Yoram Ben-Haim has a personal interest in the proposed engagements because he is a beneficiary under them and because he is the son-in-law of Ms. Zipora Mizrahi, who is among the controlling shareholders and is also a beneficiary under them.

3.3.4. Ms. Nili Benjamin has a personal interest in the first proposed engagement because she is a beneficiary under it, and because she is the daughter of Ms. Orly Hoshen Carasso, who is among the controlling shareholders and is also a beneficiary under the proposed engagements.

It should be noted that all officers who are among the controlling shareholders and their relatives have a personal interest in the proposed engagements due to the family ties detailed above.

.4 The way the consideration was determined

The engagement in insurance policies and the granting of letters of indemnity and exemption to officers, who are among the controlling shareholders and their relatives, will be done without any consideration (subject to the approval of the General Meeting convened according to this report).

.5 Approvals required for the execution of the proposed engagements

On March 26, 2026, and March 30, 2026, the Compensation Committee and the company's Board of Directors, respectively, approved the proposed engagements. In their aforementioned decision, the members of the Compensation Committee and the Board of Directors relied, among other things, on the reasons detailed in Section 7 of this report below. The entry into force of the proposed engagements is subject to the approval of the General Meeting of the company's shareholders, convened according to this immediate report, by a majority as detailed in Section 11 below.

Transactions of the type of the proposed engagements or similar transactions, between the company and the controlling shareholders or in which the controlling shareholders had a personal interest, signed within the two years preceding the date of approval of the proposed engagements by the company's board of directors and/or which are in force as of this date

To the best of the company's knowledge, there were no transactions similar to the proposed engagements according to this immediate report in the two years preceding the date of approval of the proposed engagements by the company's board of directors and there are no such transactions that are in force, between the company and the controlling shareholders of the company or in which the controlling shareholders had a personal interest, except as stated below:

On March 28, 2023, and March 30, 2023, the Compensation Committee and the company's Board of Directors (respectively) approved the engagements detailed below:

A. Extension of the company's engagement in insurance policies for directors and officers in the company and the company's subsidiaries, which existed as of March 30, 2023, valid until August 4, 2023 (inclusive).

B. The company's engagement in directors' and officers' liability insurance policies in the company and subsidiaries for a period of 12 months from August 5, 2023, and in future policies in which the company will engage during the next three years from the date of the aforementioned decisions, as they may be from time to time, which will meet the company's compensation policy (hereinafter together in this sub-section: the "Insurance Policies"). The amount of insurance coverage and the premium will be within the limits set in the company's compensation policy, as approved by the general meeting of the company's shareholders on March 27, 2023. The insurance policies will be renewed annually until the end of the period as stated above, unless the insurance company refuses to do so or conditions the renewal of the policies on terms that are not acceptable to the company's board of directors or that constitute a material adverse change in relation to the company.

The Compensation Committee and the company's Board of Directors approved the inclusion of all directors and officers who served at that time in the company and the company's subsidiaries (as applicable), including directors and officers among the controlling shareholders and their relatives, in the insurance policies, as they may be from time to time (the approval regarding directors and officers among the controlling shareholders and their relatives and regarding the company's CEO was given in accordance with regulations 1b(5) and 1a1 of the Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000).

For further details, see the immediate report published by the company on March 30, 2023 (Reference No.: 2023-01-035850), which is brought in this immediate report by way of reference.

On May 7, 2023, the General Meeting of the company's shareholders approved, after receiving the approval of the Compensation Committee and the company's Board of Directors for this purpose, the granting of indemnity letters to the officers among the controlling shareholders and their relatives, from time to time. For further details, see immediate reports published by the company on March 30, 2023, and May 7, 2023 (Reference Nos.: 2023-01-035862 and 2023-01-048813, respectively), which are brought in this immediate report by way of reference.
On August 21, 2023, the General Meeting of the company's shareholders approved, after receiving the approval of the Compensation Committee and the company's Board of Directors for this purpose, the granting of exemption letters to the officers among the controlling shareholders and their relatives, from time to time. For further details, see immediate reports published by the company on July 11, 2023, and August 21, 2023 (Reference Nos.: 2023-01-078738 and 2023-01-096417, respectively), which are brought in this immediate report by way of reference.
On January 2, 2025, the General Meeting of the company's shareholders approved, after receiving the approval of the Compensation Committee and the company's Board of Directors for this purpose, the granting of indemnity and exemption letters to Ms. Nili Benjamin, a director on the company's Board of Directors and the daughter of Ms. Orly Hoshen Carasso, a director on the company's Board of Directors and a controlling shareholder in the company. For further details, see immediate reports published by the company on November 27, 2024, and January 6, 2025 (Reference Nos.: 2024-01-619708 and 2025-01-001696, respectively), which are brought in this immediate report by way of reference.

.7 Reasons of the Compensation Committee and the company's Board of Directors for approving the proposed engagements

The Compensation Committee and the company's Board of Directors in their decision from March 26, 2026, and March 30, 2026, respectively, approved the proposed engagements for the reasons whose main points are detailed below:

A. The inclusion of the officers among the controlling shareholders and their relatives within the framework of the insurance policies is done under identical engagement terms for all directors and officers in the company who are beneficiaries under the insurance policies.

B. Engagement in insurance policies and the provision of indemnity and exemption commitment letters are common among public companies in Israel.

C. Engagement in insurance policies and the granting of exemption and indemnity commitments are intended to allow directors and officers in the company a safer working environment, subject to the limitations of the Companies Law.

D. The commitments to indemnify and exempt the officers among the controlling shareholders and their relatives are under identical terms to the commitments to indemnify and exempt given to the rest of the company's officers, and in accordance with the provisions of the Companies Law and the company's Articles of Association.

E. The indemnity commitment and the financial liability arising from it are limited to types of events that, in the opinion of the Compensation Committee, can be anticipated, considering the circumstances of the matter, and to amounts that, in the opinion of the Compensation Committee, are reasonable in relation to each event separately and are common under the circumstances.

F. In providing the indemnity commitments, the company serves as a self-insurer and thus saves financial costs involved in paying the insurance company for extending the limit of liability for the directors and officers in the company and its subsidiaries.

G. The Compensation Committee and the Board of Directors approved the proposed engagements in accordance with the provisions of Section 272(c)(2)(a) of the Companies Law and based on the reasons and considerations detailed below in this sub-section. In their aforementioned decision, the members of the Compensation Committee and the Board of Directors took into account, among other things, the education, skills, expertise, professional experience, role (officers in the company and subsidiaries), areas of responsibility, and achievements for the company of the officers who are among the controlling shareholders of the company and their relatives, as well as the size of the company and the nature of its activities. In addition, they determined that the proposed engagements are intended for the purpose of promoting the company's goals, from a long-term perspective.

H. The proposed engagements are on market terms and do not constitute a distribution, and they are not likely to materially affect the company's profitability, its property, or its liabilities.

Therefore, the Compensation Committee and the company's Board of Directors are of the opinion that the proposed engagements are for the benefit of the company.

8 Names of the directors who participated in the decisions of the Compensation Committee and the Board of Directors

8.1 The decision of the company's Compensation Committee from March 26, 2026, in which the proposed engagements were approved, was attended by Varda Trivaks (External Director), Lior Hans (External Director), and Moshe Litvak (Independent Director).

8.2 The decision of the company's Board of Directors from March 30, 2026, in which the proposed engagements were approved, was attended by Yoel Carasso, Zipora Mizrahi, Ariel Carasso, Yoram Ben-Haim, Sarah Carasso Bouton, Orly Hoshen, Yoni Goldstein Carasso, Moshe Carasso, Moshe Litvak (Independent Director), Lior Hans (External Director), and Varda Trivaks (External Director).

8.3 It should be noted that in accordance with the provision of Section 278(b) of the Companies Law, and in light of the personal interest of the officers among the controlling shareholders of the company and their relatives, who are beneficiaries under the proposed engagements, all directors were entitled to participate in the aforementioned decision of the company's board of directors.

9 Notice regarding the convening of a Special General Meeting of the company's shareholders

Notice is hereby given regarding the convening of a Special General Meeting of the company's shareholders (hereinafter: the "Meeting"), which will be held on Thursday, May 28, 2026, at 15:30, at the company's offices in Tel Aviv at 24 Rival Street, Tel Aviv (hereinafter: the "Company Offices"), and on whose agenda the issues detailed below will be raised for approval:

9.1 Approval of the first proposed engagement as detailed in Section 2.1 above.

9.2 Approval of the second proposed engagement as detailed in Section 2.2 above.

9.3 Approval of the third proposed engagement as detailed in Section 2.3 above.

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9.4

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

On March 26, 2026, and March 30, 2026, the Compensation Committee and the Company's Board of Directors, respectively, approved (subject to the approval of the meeting summoned as stated in this Section 9) the engagements detailed below:

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 per claim and per 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 may 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 terms that meet the provisions of the Company's compensation policy as in effect from time to time (hereinafter together in this subsection: "Insurance Policies").

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

The Record Date for Participation in the Meeting

Pursuant to Section 182(c) of the Companies Law and in accordance with Regulation 3 of the Companies Regulations (Voting in Writing and Position Statements), 2005, any person who is a shareholder of the Company on Wednesday, April 8, 2026 (hereinafter: the "Record Date"), shall be entitled to participate in the meeting and vote therein in person or by proxy, according to a letter of appointment or a copy thereof to the satisfaction of the Board of Directors or someone authorized by it, which shall be deposited at the Company's offices no later than 48 hours before the time set for the start of the meeting or, with respect to an unregistered holder of the Company's shares⁸, via a voting paper that will be transmitted to the Company through the electronic voting system (according to Part B of Chapter G'2 of the Securities Law) (hereinafter: the "Electronic Voting System") up to 6 hours before the time of convening the meeting⁹ or via a voting paper in the format attached to this immediate report (hereinafter: the "Voting Paper") that will be provided to the Company up to 4 hours before the time of convening the meeting, subject to proof of ownership of the shares in accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 2000.

The Required Majority

8 As defined in accordance with Section 177(1) of the Companies Law.

9 Closing time of the electronic voting system as determined by the Securities Authority.

11.1. The required majority for the approval of the matters detailed in sections 9.1, 9.2, and 9.3 above, in accordance with the provisions of section 270(4a) of the Companies Law, is as stated in section 275(a)(3) of the Companies Law, according to which a majority of the votes of the shareholders present and participating in the vote is required (whether directly or indirectly through a proxy or a voting paper or through voting in the electronic voting system), provided that one of the following is met:

(A) The majority of votes at the general meeting shall include a majority of all the votes of the shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the proposed engagement, participating in the vote (whether directly or indirectly through a proxy or a voting paper or through voting in the electronic voting system); in the count of the total votes of the said shareholders, the votes of those abstaining shall not be taken into account. The provisions of section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes;

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

11.2. 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 matters in sections 9.1, 9.2, and 9.3 on the meeting's agenda shall notify the Company before the vote at the meeting or, if the vote is through a voting paper – on the voting paper, whether he is among the controlling shareholders in the Company and/or whether he has a personal interest, as applicable, in the approval of the item on the agenda as stated or not; if a shareholder did not notify as stated, he shall not vote and his vote shall not be counted.

11.3. The required majority for approval of the matter detailed in section 9.4 above is a majority of the votes of the shareholders present and participating in the vote. It should be noted that the rate of holdings of the controlling shareholders in the Company grants the controlling shareholders in the Company the required majority to adopt the proposed resolution on the matter in section 9.4 above.

12. Quorum

Discussion at the general meeting shall not open unless a quorum is present within half an hour of the time set for its opening. A quorum for the holding of the meeting shall be formed when at least two (2) shareholders are present, in person or by proxy, who together hold at least one-quarter (1/4) of the voting rights in the Company (hereinafter: the "Quorum"). If after half an hour from the time set for the meeting a quorum is not found, the meeting shall be postponed to Sunday, May 31, 2026, at the same time and place (hereinafter: the "Adjourned Meeting"). If at the Adjourned Meeting a quorum is not found within half an hour of the time set for the Adjourned Meeting, the Adjourned Meeting shall be held with any number of participants.

13. Inclusion of Additional Items on the Agenda of the Meeting

One or more shareholders holding at least one percent of the voting rights in the Company may request the Board of Directors of the Company to include a topic on the agenda of the meeting, provided that the topic is suitable to be discussed at the meeting, as determined by the Board of Directors of the Company (hereinafter: the "Additional Item"). A request from a shareholder to include the Additional Item in the agenda of the meeting shall be provided to the Company up to (7) seven days after the summoning of the meeting according to this report. If such a request was submitted, the additional items may be added to the agenda of the meeting and their details will appear on the distribution site of the Securities Authority

URL: www.magna.isa.gov.il (hereinafter: the "Distribution Site"). It will be clarified that the publication of the updated agenda (including the additional topics), if updated, does not change the record date (as defined above).

14. Voting in Writing

A shareholder may vote at the meeting using a voting paper as detailed below.

A. The addresses of the websites where the format of the voting paper and position statements as defined in sections 87 and 88 of the Companies Law can be found are as follows: the Distribution Site as defined in section 13 above, and the website of the Tel Aviv Stock Exchange Ltd.: www.tase.co.il (hereinafter: the "Stock Exchange Site");

B. Voting in writing shall be done on the second part of the voting paper, as published on the Distribution Site;

C. A shareholder may contact the Company directly and receive the format of the voting paper and position statements from it;

D. A stock exchange member shall send, free of charge, via email, a link to the format of the voting paper and position statements, on the Distribution Site, to any shareholder who is not registered in the shareholder register and whose shares are registered with that stock exchange member, if the shareholder announced that he is interested in this, and provided that the announcement was given regarding a specific securities account and at a time prior to the record date;

E. A shareholder whose shares are registered with a stock exchange member is entitled to receive proof of ownership from the stock exchange member through which he holds his shares, at the branch of the stock exchange member or by mail to his address for delivery fees only, if he requested it. A request regarding this matter shall be given in advance for a specific securities account;

F. The deadline for providing voting papers to the Company in the Electronic Voting System is 6 (six) hours before the time of convening the meeting, while the deadline for providing voting papers by manual delivery to the Company is up to 4 hours before the time of convening the meeting;

G. The deadline for providing position statements to the Company is up to 10 (ten) days before the date of the meeting;

H. The Company may provide the Securities Authority and the Stock Exchange with a position statement that will include the response of the Board of Directors as stated in section 88(c) of the Companies Law up to 5 (five) days before the date of the meeting;

I. The Company will send, free of charge, to the shareholders registered in the shareholder register, a voting paper on the day of publication of the notice of the general meeting.

15. Authority of the Securities Authority

Within 21 days from the date of filing this immediate report, the Authority or an employee it has authorized may instruct the Company to provide, within a period it determines, an explanation, detail, information, and documents regarding the proposed engagements subject to this immediate report, and to instruct the Company to amend this immediate report in the manner and at the time it determines. If such an instruction to amend was given, the Authority may instruct the postponement of the meeting date to a date that will fall no earlier than three (3) business days and no later than thirty-five (35) days from the date of publication of the amendment to the immediate report.

16. Inspection of Documents

The shareholders of the Company will be able to inspect, upon their request, any document regarding the topics on the agenda at the Company's offices, at the Re'em Park Logistics Center, Bnei Ayish, during accepted working hours, by prior arrangement with Mr. Nir Farber, the General Counsel and Company Secretary at telephone: 08-8631111, and also on the Distribution Site as defined in section 13 above.

Sincerely,

Carasso Motors Ltd.

Signed by:

Dror Shilo, CFO

Adv. Nir Farber, General Counsel and Company Secretary

5/27/2026 | 1:53:27 PM | v1.2.5

Appendix A - Form of Indemnity Letter

Appendix A - Proposed Form of Indemnity Letter

___, 2026

Ms./Mr. ____

Whereas: And in the Company's Articles of Association (hereinafter: "the Articles") it was determined that the Company is entitled to indemnify its officers in accordance with the provisions set forth in the Articles;

Whereas: On March 26, 2026 and on March 30, 2026, the Compensation Committee and the Board of Directors of the Company decided, respectively, that the Company will indemnify and give a prior undertaking to indemnify the officers in the Company and its subsidiaries, as specified in Appendix A to this indemnity letter, in accordance with the details in this indemnity letter (hereinafter: "the Indemnity Decision").

Whereas: After the General Meeting of the Company approved on ____, by the legally required majority, the Indemnity Decision, we hereby notify you that since you are serving and/or served and/or may serve as an officer in the Company and/or in subsidiaries and/or affiliates of the Company and/or you are employed and/or you were employed and/or you may be employed in the Company and/or in subsidiaries and/or affiliates of the Company, the Company confirms and undertakes toward you, subject to the provisions of any law, as follows:

Therefore, the Company hereby confirms and declares as follows:

1. The Right to Indemnity:

The Company will indemnify you for a liability or expense imposed on you or that you incur, due to an action you performed and/or will perform by virtue of being an officer therein and/or in a corporation controlled by it directly and/or indirectly and/or in a corporation in which you were appointed by the Company to serve as an officer, due to any of the following:

a. A financial liability imposed on you in favor of another person and/or in favor of a legal corporation and/or in favor of a municipal authority and/or in favor of a governmental authority according to a judgment or an arbitrator's award approved by the court, or a settlement judgment, including a financial liability imposed on you within the framework of conducting negotiations in good faith to settle a claim and/or demand from the aforementioned bodies;

b. Reasonable litigation expenses, including attorney's fees, that you incur due to an investigation or proceeding conducted against you by an authority authorized to conduct an investigation or proceeding, which concluded without the filing of an indictment against you and without a financial liability being imposed on you as an alternative to a criminal proceeding, or that concluded without the filing of an indictment against you 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, all as defined in the Companies Law;

Reem Park, P.O.B 90 Bnei Ayish, 60860 Tel: 08-8631111

Reasonable litigation expenses, including attorney's fees, that you incur for the purpose of defending against a demand and/or civil claim filed against you by the Company or in its name or by another person or expenses you are charged with by a court, in a proceeding filed against you by the Company or in its name or by another person, or in a criminal charge of which you are acquitted, or in a criminal charge in which you are convicted of an offense that does not require proof of criminal intent.

d. A financial liability imposed on you due to payment to a person harmed by a violation as stated in Section 52nd(a)(1)(a) of the Securities Law or due to expenses you incur in connection with a proceeding conducted in your matter, including reasonable litigation expenses, and including attorney's fees.

For this matter:

"Administrative enforcement proceeding" - A proceeding according to Chapter H3, H4 or I1 of the Securities Law.

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

e. Any act, omission, or liability, for which you may be indemnified according to law.

2. Exceptions to the Right of Indemnity:

The Company shall not indemnify you for a financial liability imposed on you due to one of the following:

a. Breach of fiduciary duty, unless you acted in good faith and had a reasonable basis to assume that the action would not harm the Company's best interests;

b. Breach of duty of care committed intentionally or recklessly, except if committed by negligence only;

c. Action with the intent to derive unlawful personal gain;

d. A fine or ransom imposed on you.

3. Indemnity Amount:

The total indemnity amount that the Company will pay to all officers in the Company cumulatively according to all indemnity letters issued and to be issued to them by the Company shall not exceed an amount equal to 25% (twenty-five percent) of the Company's equity, according to its last audited or reviewed consolidated financial statements published before the indemnity payment date.

4. The Circumstances in which the Right to Indemnity will apply:

The right to indemnity as stated in Section 1 above, will apply to a liability or expense imposed on you or that you incur, and arising from an act and/or from an omission and/or from a decision in connection with one or more of the events specified below:

a. Importing vehicles to Israel and selling them;

b. Purchase or sale or installation of spare parts for vehicles;

Reem Park, P.O.B 90 Bnei Ayish, 60860 Tel: 08-8631111

c. Establishment, closure, and management of garages, including everything concerning the transfer of garage activities or part thereof to outsourcing;

d. Engagements with network garages and display and sales points not owned by the Company;

e. Purchases or sales of vehicles, including within trade-in frameworks or in any other way;
f. Engagement with suppliers, including changes in engagements;
g. Leasing and rental activities;
h. Engagement with tenants, purchasers, or car rental companies;
i. Changes in the Company's capital structure;
j. Financial activity for the purpose of hedging currency exchange rates;
k. Advertising and public relations activities;
l. Engagements with banks or other entities for the purpose of receiving or granting loans;
m. Actions in connection with the issuance of securities, including issuance of securities that did not materialize, and including offering securities to the public according to a prospectus, private placement, or offering securities in any other way;
n. Purchase and sale of assets, including purchase and sale of corporations, mergers, and liquidations;
o. Real estate investments;
p. Investments performed by the Company, including conducting negotiations in connection with the investments, performing the investments, their development, and monitoring and supervising them;
q. Reciprocal purchases (offset);
r. Labor relations in the Company, including the Company's relations with employees, independent contractors, customers, suppliers, and service providers of all kinds;
s. The Company's commercial relations;
t. Reports and filings that the Company or the officer must provide according to any law;
u. Violation of duties imposed on you and/or on the Company according to any law.

Reem Park, P.O.B 90 Bnei Ayish, 60860 Tel: 08-8631111

5/27/2026 | 1:53:29 PM | v1.2.5

5. The Right to Indemnification when Indemnification is Received from an Insurer:

In the event that you receive indemnification from an insurer under an officer's insurance policy, regarding a matter subject to this letter of indemnity, the Company will indemnify you for the difference between the amount of financial liability imposed on you and the legal expenses you incurred, and the amount received from the insurer for that same matter, but up to the ceiling set forth in Section 3 above.

6. Conditions for Granting the Indemnification:

The right to indemnification, as stated in this letter of indemnity, shall be subject to the conditions detailed below:

A. You must notify the Company of any legal proceeding that will be opened against you and of any concern or threat that such a legal proceeding will be opened against you, regarding any investigation conducted against you by a competent authority, and this with the appropriate speed after you first become aware of it, and you shall transfer to it or to whomever it notifies you, without delay, any document delivered to you in connection with that proceeding.

B. Upon the fulfillment of the following cumulative conditions, the Company shall be entitled to take upon itself the handling of your defense in a legal proceeding, which falls within the scope of this letter of indemnity, or to hand over said handling to any lawyer that the Company chooses for this purpose (except for a lawyer who is not acceptable to you for reasonable reasons):

(1) The Company is also required to defend itself against the legal proceeding conducted against you; and-

(2) The Company notified you within 15 days from the date of receiving your notification as stated in Section A above and/or within a shorter period (if required for the purpose of filing a statement of defense or a response to the proceeding), that it will take upon itself the handling of your defense in the said legal proceeding; and-

(3) The legal proceeding is a civil proceeding.

C. The Company and/or the lawyer in the case as stated in Section B above, will act within the framework of the aforementioned handling to bring that proceeding to a conclusion, will provide you with a regular report regarding the progress of the proceeding and will consult with you in connection with its management. The lawyer appointed by the Company as stated, will act and will have a duty of loyalty to the Company and to you. Where a conflict of interest arises between you and the Company in your defense in that proceeding, the lawyer shall notify thereof and/or you shall notify the Company, and you shall be entitled to take a lawyer on your behalf to handle your defense, and the provisions of this letter shall apply to expenses you will have for the appointment of such a lawyer provided that these expenses are reasonable under the circumstances. In the event that the Company took the legal handling of your defense, the Company (including the representing lawyer) shall not be entitled to bring the aforementioned proceeding to a conclusion by way of a compromise as a result of which you will be required to pay amounts for which you will not be indemnified under this letter or that will not be paid within your officer's insurance policy, if such exists, except with your prior written consent.

Reem Park, P.O.B. 90 Bnei Ayish, 60860 Tel: 08-8631111

D. In the event that the Company took upon itself the legal handling for you as stated in Section B above, you will cooperate with the Company and/or with any lawyer as stated above in any reasonable way required of you by any of them within their handling in connection with that legal proceeding, provided that the Company ensures the coverage of all your expenses involved therein, such that you will not be required to pay or finance them yourself, all subject to the terms and provisions of this letter. The Company will release you from such duty of cooperation insofar as the cooperation may harm your defense in a legal proceeding against you.

E. Indemnification in connection with any legal proceeding against you, as stated in this letter, will not apply to any amount due from you following a compromise or arbitration, unless the Company agrees in writing to that compromise or the conducting of that arbitration, as applicable. The Company will not object to a compromise or arbitration except for reasonable reasons. Furthermore, indemnification will not apply in the case of your admission to a criminal charge in an offense that does not require proof of criminal intent, unless your admission received the Company's prior written consent, consent that will be denied only for reasonable reasons likely to harm the Company.

F. The Company will not be required to and will not pay under this letter, amounts actually paid to you or for you or in your stead, in any way, including within insurance, indemnification or an undertaking for indemnification of someone else other than the Company. However, it is clarified that in the event that you paid a deductible, the Company will then indemnify you for said deductible amount you paid. The Company's duty to indemnify you as stated in this letter will remain in effect if you are insured not through the Company, provided that you are not indemnified more than once.

In the event where the Company paid you or for you or in your stead amounts to which you are entitled by virtue of insurance, indemnification or an undertaking for indemnification of someone else other than the Company, the Company shall be entitled to receive the amounts paid by it from those sources as stated. It is clarified that insofar as these sources paid you the aforementioned amounts, you are obligated to transfer them to the Company.

G. Upon your request for payment under this letter, the Company will take all necessary actions by law for its payment, and will act to arrange any approval required in connection therewith, if required, including court approval, if and to the extent required.

H. In the event that the Company pays you or in your stead any amounts within the framework of this letter in connection with a legal proceeding as stated, and subsequently it is determined in a final judgment that you are not entitled to indemnification from the Company for those amounts, these amounts will be considered as a loan given to you by the Company, which will bear interest at the minimum rate determined from time to time by law, so that it does not constitute a taxable benefit to the loan recipient, and you will have to return the aforementioned amounts to the Company when required in writing by it to do so, and according to a payment arrangement to be coordinated between you and the Company.

I. If the Company pays you any amount by virtue of this letter, and subsequently the liability for which the amount was paid is canceled or its amount is reduced for any reason, you will assign to the Company your full rights for restitution of the amount from the plaintiff in the proceeding, and you will do everything necessary so that this assignment is valid and the Company

Reem Park, P.O.B. 90 Bnei Ayish, 60860 Tel: 08-8631111

can realize it. Once this is done - you will be exempt from returning the amount for which the right to restitution was assigned. If you do not do so - you will be required to return the amount or part of it, as applicable, to the Company, plus linkage differentials and interest at rates and for the period according to which you will be entitled to a refund of the amount from the plaintiff.

.7 Validity of the Commitment:

The undertaking for indemnification refers to your performance as an officer in our Company and/or a subsidiary and/or in a controlled corporation and/or in a corporation in which you were appointed to serve as an officer and it will be valid both in relation to proceedings taken against you during your term as an officer as stated, and in relation to proceedings taken against you at the end of the term of office, provided that they refer to actions and/or omissions done during your term of office, by virtue of being such an officer starting from May 1, 2026 ("the Effective Date").

.8 Definitions:

For terms not defined in this letter, the meaning given to them in the Companies Law, 1999 shall apply.

.9 Entry into Force of the Letter of Indemnity:

This letter will enter into force on the Effective Date and upon your signature on a copy of it in the place designated for that purpose and the delivery of the signed copy as stated to the Company. It is clarified that this letter replaces any previous letter of indemnity delivered to you from the Company, but does not detract from the validity of the said letter of indemnity until the Effective Date.

Sincerely,

Carasso Motors Ltd.

I hereby agree to the terms of the Letter of Indemnity in the version presented above.

Name and signature of the officer

Reem Park, P.O.B. 90 Bnei Ayish, 60860 Tel: 08-8631111

Appendix A to the Letter of Indemnity

Yoel Carasso
Tzipora Mizrahi
Ariel Carasso
Yoni Goldstein Carasso
Orly Hoshen
Sarah Carasso Bouton
Moshe Carasso
Yoram Ben Haim
Nili Carasso
Dafna Carasso Romano
Eran Carasso

Reem Park, P.O.B. 90 Bnei Ayish, 60860 Tel: 08-8631111

5/27/2026 (1:53:30 PM) v1.2.5

Appendix B - Version of the Exemption Letter

To:

Ms./Mr.

_ in _ 2026

Exemption Letter

On March 26 and 30, 2026, the Remuneration Committee and the Board of Directors of the company, respectively, decided to exempt all the officers of the company listed in Appendix A to this exemption letter, from their liability towards it, in whole or in part, for damage due to a breach of the duty of care towards the company (hereinafter: the "Exemption Decision"), except for damage due to a breach of the duty of care of a director in distribution, as defined in the Companies Law, 5759 - 1999.

After the General Meeting approved the Exemption Decision on ___, we hereby inform you that since you are serving and/or served and/or may serve as an officer in the company and/or in subsidiaries and/or affiliates of the company and/or are employed and/or were employed and/or may be employed in the company and/or in subsidiaries and/or affiliates of the company, the company confirms and undertakes towards you, subject to the provisions of any law, as follows:

Subject to the provisions of sections 259 and 263 of the Companies Law, 5759-1999 and any legal provision that may replace them, the company exempts you in advance from any liability towards it alone for any damage that may be caused and/or was caused to it, whether directly or indirectly, due to a breach of your duty of care towards it in your actions in good faith and by virtue of your being an officer and/or employee of the company and/or the company's subsidiaries and/or affiliates of the company, except for a breach of the duty of care in distribution.

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

The company's obligations under this exemption letter shall be interpreted broadly and in a manner intended to fulfill them, to the extent permitted by law, for the purpose for which they were intended. In the event of a contradiction between any provision in this exemption letter and a provision of law that cannot be conditioned, changed or added to, the said legal provision shall prevail, but this shall not harm or detract from the validity of the other provisions in this exemption letter.

Nothing in this exemption letter shall detract from the contents of the indemnification letter given to you by the company, if given.

"Action" or any derivative thereof for the purpose of this exemption letter -	as defined in the Companies Law, 5759-1999, including also a decision and/or omission and including all actions taken by you before the date of this exemption letter during your employment and/or tenure as an officer of the company and/or during the period of your being an officer, employee or agent of the company in any other entity in which the company holds securities directly and/or indirectly.
"Officer" for the purpose of this exemption letter	as defined in the Companies Law, 5759-1999, including any employee that the company decides to grant an indemnification letter to.

"Action" or any derivative thereof for the purpose of this exemption letter -

as defined in the Companies Law, 5759-1999, including also a decision and/or omission and including all actions taken by you before the date of this exemption letter during your employment and/or tenure as an officer of the company and/or during the period of your being an officer, employee or agent of the company in any other entity in which the company holds securities directly and/or indirectly.

"Officer" for the purpose of this exemption letter

as defined in the Companies Law, 5759-1999, including any employee that the company decides to grant an indemnification letter to.

Carasso Motors Ltd.

Appendix A to Exemption Letter

Yoel Carasso
Tzipora Mizrahi
Ariel Carasso
Yoni Goldstein Carasso
Orly Hoshen
Sarah Carasso Bouton
Moshe Carasso
Yoram Ben Haim
Nili Carasso
Dafna Carasso Romano
Eran Carasso

5/27/2026 | 1:53:31 PM | v1.2.5

AI assistant

Carasso Motors Ltd. Proxy Solicitation & Information Statement 2026

6719_rns_2026-05-27_19183296-9b76-4842-9a72-1567ac982690.pdf

Carasso Motors Ltd. ("the Company")

Subject: Immediate Report

2.3. Approval of engagements regarding the provision of an exemption undertaking to directors and officers who are among the controlling shareholders and their relatives (hereinafter: the "Proposed Third Engagement")

.7 Reasons of the Compensation Committee and the company's Board of Directors for approving the proposed engagements

8 Names of the directors who participated in the decisions of the Compensation Committee and the Board of Directors

9 Notice regarding the convening of a Special General Meeting of the company's shareholders

12. Quorum

13. Inclusion of Additional Items on the Agenda of the Meeting

14. Voting in Writing

15. Authority of the Securities Authority

16. Inspection of Documents

Appendix A - Proposed Form of Indemnity Letter

Therefore, the Company hereby confirms and declares as follows:

1. The Right to Indemnity:

2. Exceptions to the Right of Indemnity:

3. Indemnity Amount:

4. The Circumstances in which the Right to Indemnity will apply:

5. The Right to Indemnification when Indemnification is Received from an Insurer:

6. Conditions for Granting the Indemnification:

Appendix A to the Letter of Indemnity

Exemption Letter

Appendix A to Exemption Letter

AI assistant

Carasso Motors Ltd. — Proxy Solicitation & Information Statement 2026

6719_rns_2026-05-27_19183296-9b76-4842-9a72-1567ac982690.pdf

Carasso Motors Ltd. ("the Company")

Subject: Immediate Report

2.3. Approval of engagements regarding the provision of an exemption undertaking to directors and officers who are among the controlling shareholders and their relatives (hereinafter: the "Proposed Third Engagement")

.7 Reasons of the Compensation Committee and the company's Board of Directors for approving the proposed engagements

8 Names of the directors who participated in the decisions of the Compensation Committee and the Board of Directors

9 Notice regarding the convening of a Special General Meeting of the company's shareholders

12. Quorum

13. Inclusion of Additional Items on the Agenda of the Meeting

14. Voting in Writing

15. Authority of the Securities Authority

16. Inspection of Documents

Appendix A - Proposed Form of Indemnity Letter

Therefore, the Company hereby confirms and declares as follows:

1. The Right to Indemnity:

2. Exceptions to the Right of Indemnity:

3. Indemnity Amount:

4. The Circumstances in which the Right to Indemnity will apply:

5. The Right to Indemnification when Indemnification is Received from an Insurer:

6. Conditions for Granting the Indemnification:

Appendix A to the Letter of Indemnity

Exemption Letter

Appendix A to Exemption Letter

More from Carasso Motors Ltd.

Carasso Motors Ltd. Proxy Solicitation & Information Statement 2026