Carasso Motors Ltd. — Proxy Solicitation & Information Statement 2026

May 31, 2026

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

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Carasso Motors Ltd. ("the Company")
Voting Paper

Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 2005

Part One

1. Company Name: Carasso Motors Ltd.
   Type of Meeting: Special General (hereinafter: "the Meeting")
   Date of Meeting: Monday, July 6, 2026, at 15:30
   Place of Meeting: At the Company's offices, 24 Rival St., Tel Aviv (hereinafter: "the Company's Offices")

2. Agenda item for which voting is possible via the voting paper

2.1 Approval of an updated compensation policy for officers in the company

It is proposed to approve the updated compensation policy for officers in the company, as defined in Section 267A(a) of the Companies Law, attached as Appendix A to the Meeting Summons Report. Further details regarding the updated compensation policy and the process of its formulation and approval are detailed in the Meeting Summons Report.

1. Inspection of Documents

The Company's shareholders may inspect, upon request, any document regarding the agenda item at the Company's offices, at the Park Re'em Logistics Center, Bnei Ayish, during customary working hours, by prior coordination with Mr. Nir Farber, the Legal Advisor and Company Secretary, at telephone: 08-8631111, and also on the distribution site of the Israel Securities Authority: www.magna.isa.gov.il.

1. The Required Majority

4.1 The required majority for the approval of the updated compensation policy, as specified in Section 2.1 above, is as stated in Section 267A(b) of the Companies Law, according to which a majority of the votes of the shareholders present and participating in the vote (whether directly or indirectly via power of attorney, voting paper, or via voting in the electronic voting system) is required, provided that one of the following is met: (1) the majority vote count at the meeting includes a majority of all votes of shareholders who are not controlling shareholders in the company or who have a personal interest in the approval of the compensation policy, who participate in the vote; the count of the total votes of said shareholders shall not include abstentions; the provisions of Section 276 of the Companies Law shall apply to those with a personal interest, mutatis mutandis; (2) the total opposing votes among the shareholders mentioned in sub-paragraph (1) above did not exceed a rate of two percent (2%) of the total voting rights in the company.

4.2 It is emphasized that in accordance with the provisions of Section 276 of the Companies Law, a shareholder participating in the vote for approval of the item in Section 2 of the Meeting's agenda (approval of updated compensation policy), shall notify the company before the vote at the meeting, or if the vote is via a voting paper, on the voting paper, whether they are counted among the controlling shareholders in the company and/or whether they have a personal interest, as the case may be, 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.

5.

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

In the vote regarding the approval of the item in Section 2 of the agenda (approval of updated compensation policy), in the second part of this voting paper, a space is allocated for marking the existence or absence of an affiliation or other characteristic of the shareholder as stated, and for describing them, in addition to a clarification whereby anyone who does not mark "Yes" and does not describe as stated - their vote will not be counted.

1. The voting paper 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.

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

³ An unregistered shareholder is someone for whose benefit a share is registered with a TASE member, and that share is included among the shares registered in the shareholder register in the name of a registration company.

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1. In accordance with the Companies Regulations (Voting in Writing and Position Statements), 2005, the electronic voting system will close four (4) hours before the time of the general meeting, or until an earlier time determined by the staff of the Securities Authority ("the Authority"), provided it does not exceed twelve (12) hours before the convening of the general meeting ("System Closing Time"). According to the Authority's determination, the system closing time, as of the publication date of this voting paper, is set at six (6) hours before the time of the meeting.

The voting paper must be submitted to the company by the system closing time, i.e., up to six (6) hours before the time of the meeting.

1. An unregistered shareholder is entitled to vote via the electronic voting system.

2. The Company's address for delivery of voting papers and position statements: At the Company's offices, at the Park Re'em Logistics Center, Bnei Ayish (for Nir Farber, Adv., Legal Advisor and Company Secretary).

3. The deadline for submitting 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 submitting the Board of Directors' response to position statements is up to five (5) days before the meeting date.

4. The addresses of the distribution site and the website of the Tel Aviv Stock Exchange Ltd. where the text of the voting papers and position statements as defined in Sections 87 and 88 of the Companies Law can be found are:

(1) The distribution site of the Israel 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.

13.

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

The shareholder is entitled to receive the ownership certificate at a branch of the TASE member or by mail, if requested, and a request in this regard 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 via the electronic voting system.

1. An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the voting paper and position statements on the distribution site from the TASE member through which they hold their shares, unless they have notified the TASE member that they do not wish to receive such a link or that they wish to receive voting papers by mail for payment. Their notification regarding voting papers shall also apply to receiving position statements.

2. 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 anyone holding 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 via a proxy on their behalf, after the convening of the general meeting, to inspect at the Company's registered office, during customary working hours, the voting papers and the 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 (not on a fully diluted basis) is 4,727,212 ordinary shares of the company, while the quantity of shares constituting 5% of the total voting rights in the company (not on a fully diluted basis) not held by a controlling shareholder as stated in the company is 2,341,419 ordinary shares.

1. A shareholder shall indicate their manner of voting on the form which is the second part of this voting paper.

2. After the publication of the voting paper, there may be changes to 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 reviewed in the Company's reports on the distribution site.

3. In the event that the Company publishes an amended notice as stated in Regulation 5B of the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000, which includes an updated agenda due to the addition of an item to the Meeting's agenda, the Company will provide an amended version of this voting paper on the date of publication of the amended notice.

Part Two

Company Name: Carasso Motors Ltd.
Company Address (for delivery and mailing of voting papers): At Park Re'em Logistics Center, Bnei Ayish
Company No.: 514065283
Date of Meeting: Monday, July 6, 2026, at 15:30
Adjourned Meeting: Tuesday, July 7, 2026, at 15:30
Type of Meeting: Special General
Record Date: Monday, June 8, 2026

Shareholder Details

Shareholder Name:
ID No.:

If the shareholder does not have an Israeli ID card-

Do you belong to one of the following types of shareholders¹:
1. Interested party² - Yes / No

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

Passport No.:
Country of Issue:
Valid Until:
If the shareholder is a corporation-
Corporation No.:
Country of Incorporation:

1. Senior officer³ - Yes / No
2. Institutional investor⁴ - Yes / No

Voting Method:

Agenda Item Number	Agenda Item	Voting Manner⁵			Are you a controlling shareholder or have a personal interest in the approval of the proposed resolution (under Section 267A(b) of the Companies Law)?⁶
		For	Against	Abstain	No	Yes*
1	Approval of an updated compensation policy for officers in the company, as stated in Section 2.1 above

*Details:
The following are details regarding my being a controlling shareholder in the Company, my personal interest in the approval of the proposed resolutions, an affiliation or other characteristic of mine as a shareholder, as the case may be:

Date

Signature

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

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

1. Please circle the appropriate option in each of the sections.
2. As defined in Section 1 of the Securities Law, 1968 (hereinafter: "Securities Law").
3. As defined in Section 37(d) of the Securities Law.
   4.

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

As defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 2009, as well as a mutual fund manager as defined in the Joint Investment Trust Law, 1994.

5/31/2026 | 8:44:57 PM | v1.2.5