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Delek Automotive Systems Ltd. ("the Company")

May 25, 2026

Israel Securities Authority

The Tel Aviv Stock Exchange Ltd.

www.isa.gov.il

www.tase.co.il

Dear Sir/Madam,

Re: Immediate report regarding convening an annual general meeting of the Company's shareholders

In accordance with the provisions of the Securities Law, 5728-1968 (hereinafter: the "Securities Law"), the Companies Law, 5759-1999 (hereinafter: the "Companies Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: the "Reports Regulations"), the Companies Regulations (Written Voting and Position Statements), 5766-2005 (hereinafter: the "Written Voting Regulations"), the Companies Regulations (Notice and Advertisement of General Meeting and Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 (hereinafter: the "Notice and Advertisement Regulations") and the Securities Regulations (Publication of Notices in Newspapers), 5768-2008, the Company is pleased to announce the convening of an annual general meeting of the Company's shareholders (hereinafter: the "Meeting"), as follows:

1. Location and Time of the Meeting

The Meeting will be held on Monday, June 29, 2026, at 11:00 AM, at the Company's offices at Moshav Nir Zvi.

2. On the Meeting Agenda

2.1. Discussion of the Company's Financial Statements for the year 2025

Discussion of the Periodic report of the Company for the year 2025, which includes, among other things, the financial statements of the Company as of December 31, 2025, the Board of Directors' report on the state of the Company's affairs, the description of the Company's business chapter, and the additional details about the Company chapter, as published by the Company on March 31, 2026 (Reference No.: 2026-01-030826) (hereinafter: the "Periodic report for 2025").

The subject is brought for presentation and discussion only and no shareholder resolution is required in its regard.

2.2. Resolution No. 1: Re-appointment of the auditing accountant

It is proposed to re-appoint the accounting firm Kost Forer Gabbay & Kasierer as the Company's auditing accountant for a period ending at the conclusion of the Company's next annual meeting, and to authorize the Company's Board of Directors to determine its fee.

For details regarding the fee of the auditing accountant for 2025, see Section 8 of the Board of Directors' report included in the Periodic report for 2025.

The Company's Audit Committee, following discussions held regarding the auditing accountant's work, recommended to the Company's Board of Directors the re-appointment of the accounting firm Kost Forer Gabbay & Kasierer as the Company's auditing accountant. The aforementioned discussions in the Audit Committee touched on various aspects of the auditing accountant's work, within which the Committee examined, among other things, the types of services provided to the Company, the experience and expertise of the accountant in audits of corporations of the Company's type and size - taking into account the scope and areas of its activity as well as

the risks inherent in its activities, the terms of engagement with them, their independence, commitment to the quality of the audit, and the inputs dedicated to the audit process considering the size and characteristics of the Company.

Furthermore, the Audit Committee was satisfied that the fee paid to the auditing accountant for its actions in 2025, based on the scope and complexity of the audited activity, is reasonable, proportional, acceptable, and matches the scope of its activity, and that the scope of the auditing accountant's work for the audit services in 2025 is reasonable, acceptable, and appropriate for performing proper audit work. The fee for the year 2026 was determined according to the scope of expected work hours based on the scope and complexity of the audited activity and was approved by the Company's Board of Directors (after receiving the recommendation of the Audit Committee).

In addition, the Audit Committee received a review from the Company's management and the auditing accountant regarding the ongoing interface with the auditing accountant, work methods, the nature of discussions, cooperation with other external consultants, and their ability to identify material risks and issues and the response they provide within the framework of the audit.

In accordance with the recommendation of the Audit Committee, and after a discussion held on the matter, the Company's Board of Directors decided to recommend to the general meeting of the Company's shareholders to approve the re-appointment of the auditing accountant.

The text of the proposed resolution ("Resolution No. 1"): "To approve the re-appointment of the accounting firm Kost Forer Gabbay & Kasierer as the Company's auditing accountant for a period ending at the conclusion of the next annual meeting of the Company and to authorize the Company's Board of Directors to determine its fee."

2.3. Resolution No. 2: Approval of the granting of letters of exemption and indemnification to Mr. Barak Mashraki

On August 18, 2025, the Company's Board of Directors, in accordance with the provisions of Article 81 of the Company's Articles of Association, appointed Mr. Barak Mashraki as an independent director of the Company.

Furthermore, in accordance with the provisions of Regulation 1B4 of the Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000 (hereinafter: "Remuneration Regulations"), the Compensation Committee and the Company's Board of Directors approved the granting of letters of exemption and indemnification to Mr. Mashraki, from August 18, 2025, until the approval of the next meeting of shareholders to be convened by the Company, in the versions provided to the other members of the Board of Directors and officers of the Company and in accordance with the Company's compensation policy. For further details, see the Company's immediate report dated August 18, 2025 (Reference No.: 2025-01-061463). The version of the letters of exemption and indemnification are attached as Appendix A to this summons report.

The text of the proposed resolution ("Resolution No. 2"): "To approve the granting of letters of exemption and indemnification to Mr. Mashraki, who serves as an independent director of the Company, in the versions provided to the other members of the Board of Directors and officers of the Company and in accordance with the Company's compensation policy."

2.4. Resolution No. 3: Extension of Vered Arbiv's tenure as an external director of the Company

On June 30, 2026, the second term of office of Ms. Vered Arbiv (hereinafter: "Ms. Arbiv") as an external director of the Company will conclude. In accordance with the provisions of Section 245(a1) of the Companies Law, 5759-1999, on May 24, 2026, the Company's Board of Directors proposed the candidacy of Ms. Arbiv for a further and final term of office as an external director of the Company for three years, beginning at the end of the second term of office, i.e., starting from July 1, 2026.

Subject to the General Meeting's approval of the re-appointment of Ms. Arbiv as an external director of the Company, and in accordance with the approval of the Compensation Committee and the Company's Board of Directors (from May 19, 2026, and May 24, 2026, respectively), Ms. Arbiv will continue to be entitled to an annual fee and a participation fee in the maximum amounts detailed in the Remuneration Regulations, according to the rank in which the Company will be classified from time to time, as detailed in the First Schedule to the Remuneration Regulations, in accordance with Regulation 7(a) of the Remuneration Regulations. It should be noted that Ms. Arbiv is included in the Company's insurance policy and has been granted letters of exemption and indemnification as is customary in the Company.

For more details about Ms. Arbiv, see Regulation 26 of Chapter D (Additional Details) of the Company's Periodic report for 2025.

Ms. Arbiv possesses professional qualifications and serves as a member of the Compensation Committee, the Financial Statements Review Committee, and the Audit Committee. Ms. Arbiv's declaration in accordance with Sections 224B and 241(a) of the Companies Law is attached to this report.

The text of the proposed resolution ("Resolution No. 3"): "To extend the tenure of Ms. Arbiv as an external director of the Company for an additional and final term of three years, beginning at the end of the second term of office, i.e., starting from July 1, 2026."

Additional Details Regarding the General Meeting

3. Convening of the General Meeting

3.1. Meeting Location

The Company's shareholders' meeting will take place on Monday, June 29, 2026, at 11:00 AM at the Company's offices in Moshav Nir Zvi.

3.2. Legal Quorum for Holding the Meeting and Adjourned Meeting

3.2.1. No discussion shall be opened at a general meeting unless a legal quorum is present and no resolution shall be passed unless the legal quorum is present at the time the meeting opens or at the time the resolution was voted upon. A legal quorum is the presence within half an hour of the time set for the start of the meeting of a participant or participants who are owners or proxies, by virtue of a power of attorney, of at least 40% of the issued shares of the Company or a legal quorum at an adjourned meeting, as the case may be.

3.2.2. If half an hour after the time set for the start of the meeting a legal quorum is not found, the meeting shall be adjourned to the same day in the following week, at the same time and in the same place, or, to any other day and/or other time and/or other place as the Board of Directors shall determine in a notice to be delivered to all shareholders who were entitled to receive notice of the meeting. At a meeting adjourned as stated above, a legal quorum shall be formed at the time when at least one shareholder holding shares granting him at least 10% of the voting rights in the Company is present in person or by proxy.

3.3. Required Majority

3.3.1. The majority required for passing Resolutions Nos. 1 and 2 on the agenda is an ordinary majority of the shareholders present and entitled to vote at the general meeting.

3.3.2. The majority required for the purpose of approving Resolution No. 3 on the agenda is in accordance with Sections 239(b) and 245(a)(2) of the Companies Law, a majority of the shareholders entitled to participate in the vote, present at the meeting in person or by their proxies, provided that one of the following is met:

a. The count of the majority votes in the general meeting shall include a majority of the total votes of the shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the appointment, except for a personal interest that is not as a result of his ties with the controlling shareholder, who participate in the vote. Abstaining votes shall not be taken into account in the count of the total votes of the aforementioned shareholders. 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 opposing votes among the shareholders mentioned in paragraph a above did not exceed a rate of two percent of the total voting rights in the Company.

3.4. Record Date

The record date for determining the right to vote in accordance with Section 182 of the Companies Law and Regulation 3 of the Written Voting Regulations is Sunday, June 1, 2026 (hereinafter: "the Record Date").

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4. Voting Method

4.1. Proof of Ownership on the Record Date

4.1.1. Pursuant to the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 5760-2000, a shareholder, for whose benefit shares are registered with a TASE member and those shares are included among the shares registered in the shareholder register in the name of the Nominee Company of the Tel Aviv Stock Exchange Ltd. (hereinafter: "unregistered shareholder"), shall provide the Company with a confirmation from the TASE member with whom the share is registered for his benefit, regarding his ownership of the share on the Record Date, in accordance with the provisions of the aforementioned regulations and the form in the appendix to the aforementioned regulations.

4.1.2. Likewise, an unregistered shareholder may instruct that his ownership confirmation be transferred to the Company via the electronic voting system operating under Part B of Chapter G2 of the Securities Law (hereinafter: "the electronic voting system").

4.2. Ways to Participate and Vote in the Meeting

4.2.1. Regarding all resolutions on the meeting's agenda, a shareholder may vote in person, or by his proxy or via a voting card according to sections 87-89 of the Companies Law and subject to its provisions, and in the case of a corporation by a person authorized to do so as stated in the Company's articles of association, and also via an electronic voting card that will be transferred to the Company in the electronic voting system.

4.2.2. Every letter of appointment for a proxy shall be in writing and signed by the appointer or by a proxy, and if the appointer is a corporation, the power of attorney shall be signed in the same manner as the corporation signs documents that bind it, and an attorney's confirmation regarding the authority of the signatories to bind the corporation shall be attached to it. The Company may waive the requirement for an attorney's confirmation if it is otherwise convinced that the signatories are authorized to bind the corporation.

4.2.3. A letter of appointment for a proxy, a power of attorney or a copy certified by an attorney must be deposited at the Company's offices at least 48 hours before the time of the meeting (i.e., no later than June 27, 2026, at 11:00 AM), or the adjourned meeting. The appointment letter will specify the number of shares for which it is given.

4.3. Voting via Voting Card

4.3.1. In addition, a shareholder will be entitled to vote at the meeting also via the voting card attached as an appendix to this report. In this regard, the vote of a shareholder who voted via the voting card will be considered as if they were present and participated in the meeting.

4.3.2. Voting via the voting card, in relation to a shareholder interested in voting via a voting card instead of participating in the meeting in person and/or via a proxy and/or an electronic voting card, shall be done via the second part of the voting card, as published on the distribution site of the Securities Authority, at the address: www.magna.isa.gov.il (hereinafter: "the Distribution Site").

4.3.3. The deadline for providing the voting card to a shareholder registered in the register of shareholders is up to six (6) hours before the meeting convening, i.e., Monday, June 29, 2026 until 05:00 AM, and for an unregistered shareholder it is up to four (4) hours before the meeting convening, i.e., Monday, June 29, 2026 until 07:00 AM.

4.3.4. The deadline for providing position statements to the Company by a shareholder is up to ten (10) days before the meeting date, i.e., Friday, June 19, 2026. The Company will publish the said position statements no later than one business day after their receipt. A position statement that includes the response of the Company's Board of Directors may be submitted no later than five (5) days before the meeting date, i.e., Wednesday, June 24, 2026.

4.3.5.

A shareholder may contact the Company directly and receive the version of the voting card and position statements (to the extent they are given).

4.3.6. A TASE member shall send, free of charge, via email, a link to the version of the voting card and position statements (to the extent they are given) on the Distribution Site, to every shareholder who is not registered in the register of shareholders holding shares and whose shares are registered with that TASE member, unless the shareholder notified the TASE member that they are not interested in this, provided that the notice was given regarding a specific securities account and at a date prior to the Record Date.

4.3.7. A shareholder whose shares are registered with a TASE member is entitled to receive the ownership confirmation from the TASE member through which they hold their shares, at a branch of the TASE member or by mail to their address for shipping fees only, if requested, and a request for this matter may be given in advance for a specific securities account.

4.3.8. The Company will send, free of charge, to the shareholders registered in the register of shareholders a voting card on the date of publication of this summons.

4.4. Voting via the Electronic System

4.4.1. After the Record Date, upon receipt of an identification number and an access code from the TASE member and after an identification process, an unregistered shareholder will be able to vote in the electronic system.

4.4.2. The deadline for voting in the electronic system is up to six (6) hours before the meeting time, i.e., Monday, June 29, 2026, until 05:00 AM.

4.4.3. If a shareholder voted in more than one way as stated, their later vote will be counted, where a vote by a shareholder themselves at the meeting or via a proxy shall be considered later than a vote via an electronic voting card.

Adding an Item to the Agenda

5.1. After the publication of this summons report, there may be changes in the agenda, including adding an item to the agenda, and it will be possible to review the updated agenda in the Company's reports that will be published on the Distribution Site and on the website of the Tel Aviv Stock Exchange Ltd., at the address: www.maya.tase.co.il (hereinafter: "the TASE Website").

5.2. Pursuant to section 66(b) of the Companies Law, a shareholder, one or more, who holds at least one percent (1%) of the voting rights at the general meeting, may request the Board of Directors to include an item on the agenda of the general meeting, provided that the item is suitable to be discussed at the general meeting. Pursuant to regulation 5a of the Notice and Announcement Regulations, a request according to section 66(b) of the Companies Law shall be provided to the Company

up to seven (7) days after the summoning of the meeting, i.e., until Monday, June 1, 2026. If the Company's Board of Directors finds that an item requested to be included on the agenda is suitable to be discussed at the general meeting, the Company will prepare an updated agenda and publish it on the Distribution Site no later than seven (7) days after the deadline for providing the request to include an additional item on the agenda, i.e., Monday, June 8, 2026. It is clarified that the publication of an updated agenda does not change the Record Date as determined in the notice of the meeting summons.

6. Company Representative regarding the Handling of the Immediate Report

The Company representative regarding the handling of this report is Adv. Liraz Kahana, from Agmon with Tulchinsky Law Offices, whose address is 98 Yigal Alon Street, Tel Aviv, telephone: 03-6078607.

7. Inspection of Documents

The immediate report, the version of the voting card and position statements (to the extent they are submitted to the Company) can be reviewed on the website of the Tel Aviv Stock Exchange Ltd. www.maya.tase.co.il and on the Distribution Site of the Securities Authority www.magna.isa.gov.il. Likewise, the notice to shareholders and a copy of every document regarding the details in this report are available for review at the Company's offices, in Moshav Nir Zvi, subject to any law, during normal business hours, by prior appointment (telephone 08-9139808) and this until the time of the general meeting.

One or more shareholders holding on the Record Date shares in a rate constituting five percent (5%) or more of the total voting rights of the shareholders, i.e. (as of the date of publication of this summons report) 4,848,798 shares, as well as anyone who holds such a rate out of the total voting rights that are not held by a controlling shareholder of the Company, i.e. (as of the date of publication of this summons report) 2,479,348 shares, is entitled by himself or via a proxy on his behalf, after the convening of the general meeting, to review at the Company's registered office, during normal business hours, the voting cards and voting records via the electronic voting system that reached the Company.

Sincerely,

Delek Automotive Systems Ltd.

By:

Asaf Bartfeld, Chairman of the Board

Yair Zer, CFO

Appendix A - Exemption and Indemnity Letters

Version of Exemption Letter

Delek Automotive Systems

("the Company")

Date: ___

To: _______ (hereinafter: "the officer")

Dear Sir/Madam,

Re: Letter of Exemption from Liability

The Company undertakes towards you as follows:

1. Headings and Definitions

1.1. The headings in this letter of exemption from liability (hereinafter: "the Exemption Letter") are for convenience only and shall not be used for the interpretation of this letter of exemption from liability or any of its provisions.

1.2. In this Exemption Letter, the following terms shall have the meanings written alongside them, unless another intention is implied from the context. For every other term or expression in this Exemption Letter, the meaning given to it in the Companies Law shall apply, and in the absence of a definition in the Companies Law, the meaning given to it in the Securities Law shall apply, unless expressly stated otherwise, or if the wording requires a different interpretation. And these are the terms:

"Companies Law" - The Companies Law, 5759-1999, as it will be amended from time to time.

"Securities Law" - The Securities Law, 5728-1968, as it will be amended from time to time.

"Subsidiary" or "Subsidiaries" - Any corporation in which the Company is a controlling shareholder, as the meaning of "control" in the Securities Law, and also for the purpose of this Exemption Letter - any related company of the Company, and/or another corporation including a private company under its control, through which the officer acted as such in the Company and/or in a subsidiary and/or in a related company of the Company and/or in another corporation.

"Related Company" - As the meaning of this term in the Securities Law and also for the purpose of this Exemption Letter - any other corporation that is not the Company or a subsidiary, in which the Company and/or a subsidiary holds rights, directly or indirectly, or has an interest in it.

"Action" - Any decision and/or action, whether by act or omission.

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"Administrative enforcement procedure"
- A procedure according to chapters H3, H4 or T1 of the Securities Law.

"Incorporation documents"
- The Company's Articles of Association, as amended from time to time.

2. Validity of the Exemption Letter

Subject to everything stated below in this Exemption Letter, it is hereby clarified that this Exemption Letter shall be in effect only after the Officer signs at the end of this Exemption Letter.

3. Exemption from Liability

3.1. Subject to the limitations set forth in the Incorporation documents and the provisions of the law that cannot be stipulated against, the Company hereby exempts the Officer from his liability, in whole or in part, for damage due to a breach of the duty of care towards the Company and/or its Subsidiaries and/or Related companies or for any other breach that the law permits the Company to exempt an Officer for.

3.2. Notwithstanding the provisions of section 3.1 above, it is clarified that the said exemption shall not apply to a decision or transaction in which the controlling shareholder of the Company or an Officer of the Company (including an Officer other than the one for whom the Exemption Letter is granted) has a personal interest.

4. Exemption Period

The Company's undertaking to exempt according to this Exemption Letter shall stand for the benefit of the Officer and/or for the benefit of his estate without time limit, even after the termination of his role in the management of the Company and/or the termination of his employment in the Company and/or his tenure as an Officer in the Company and/or his tenure as an Officer in Subsidiaries, as the case may be, provided that the actions for which the exemption is given were performed during the performance of his role as stated, and regardless of the date of discovery of the event for which the Officer is entitled to an exemption from liability according to this Exemption Letter.

5. Miscellaneous

5.1. The Company's obligations under this Exemption Letter shall be interpreted broadly and in a manner intended for their fulfillment, as much as permitted by law, for the purpose for which they were intended. Should it be determined that any provision of this Exemption Letter is unenforceable and/or invalid for any reason and/or in case of a contradiction between any provision in this Exemption Letter and provisions of law that cannot be stipulated against, changed, or added to, the said provision of law shall prevail, but this shall not harm or detract from the validity of the other provisions in this Exemption Letter.

5.2. The Company shall be entitled, at its sole discretion and at any time, to cancel the exemption according to this Exemption Letter, or to change any of its conditions, whether regarding all Officers or regarding some of them as it relates to events that will occur after the date of the change - provided that it gave the Officer prior notice of this intention, in writing, at least 30 days before the date on which the decision will take effect. For the avoidance of any doubt, it is hereby clarified that any such decision, which results in worsening the conditions of this Exemption Letter or canceling it, shall not have retroactive applicability of any kind, and the Exemption Letter prior to its change or cancellation, as the case may be, shall continue to apply and be valid for all intents and purposes regarding any event prior to the change or cancellation.

5.3. For the avoidance of doubt, it is hereby determined that this Exemption Letter does not constitute a contract for the benefit of any third party, including an insurer, and is not assignable. For the avoidance of doubt, in the event of death (G-d forbid), this Exemption Letter shall apply to the successor of the Officer according to the provisions of any law, including his estate.

5.4. No waiver, delay, refraining from action, or granting of an extension by the Company or by the Officer shall be interpreted under any circumstances as a waiver and shall not prejudice the rights and obligations of the parties under this Exemption Letter and/or under any law.

5.5. The law applicable to this Exemption Letter is the law of Israel.

5.6. This Exemption Letter constitutes the exclusive and exhaustive agreement of the terms and provisions applicable to the engagement between the Company and the Officer in relation to the subjects discussed therein. This document supersedes any agreement, representation, agreement, and understanding made, if any, between the Company and the Officer in the matters stated in this Exemption Letter, whether orally or in writing, before this document was signed, to the extent they contradict the Company's obligations under this Exemption Letter.

5.7. To the extent that the Officer was given a previous exemption letter and/or an indemnification letter, it is emphasized that these will continue to apply in full, without change, in relation to all events and causes they cover.

In witness whereof, the Company has signed, through its duly authorized signatories, on the date ____.

Delek Automotive Systems Ltd.

I acknowledge receipt of this letter and confirm my agreement to all its terms.

Officer's Signature

Date: ____

Delek Automotive Systems Ltd.

("The Company")

Date ____

_____ (hereinafter: "The Officer")

Dear Sir/Madam,

Subject: Indemnification Undertaking Letter

Whereas
the Company is entitled to give an advance undertaking to indemnify an Officer of the Company from liability subject to the conditions specified in the Articles of Association and the provisions of any law;

And whereas
the Company has made the decisions required by any law to provide an advance undertaking to indemnify Officers in the Company, in accordance with this Indemnification Undertaking Letter (hereinafter: the "Indemnification Letter");

And whereas
you serve and/or have served and/or are likely to serve as an Officer in the Company or you are employed and/or were employed and/or are likely to be employed in the Company and/or in Subsidiaries and/or Related companies of the Company.

Therefore, the Company confirms and undertakes to you as follows:

Introduction, Titles and Definitions

1.1 The introduction and the Addendum to this Indemnification Letter constitute an integral part thereof.

1.2 The titles in this Indemnification Letter are intended for convenience and shall not be used for the interpretation of this Indemnification Letter or any of its provisions.

1.3 In this Indemnification Letter, the following terms shall have the meanings recorded beside them, unless another intention is implied from the context. Any other term or expression in this Indemnification Letter shall have the meaning given to it in the Companies Law, and in the absence of a definition in the Companies Law, the meaning given to it in the Securities Law, unless the wording requires another interpretation. These are the terms:

"Companies Law"
- The Companies Law, 5759-1999, as amended from time to time.

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

"Officer"
- As the meaning of this term in the Companies Law, including any person the Company decides to grant an Indemnification Letter to.

"Subsidiary" or "Subsidiaries"
- Any corporation in which the Company is a controlling shareholder, as the meaning of "control" in the Securities Law, and for the purpose of this Indemnification Letter – any related company, as defined in the Securities Law, of the Company and/or another corporation including a private company under its control, through which the Officer acted as such in the Company and/or in a Subsidiary and/or in a related company of the Company and/or in another corporation.

"Related Company"
- As the meaning of this term in the Securities Law and also for the purpose of this Indemnification Letter - any other corporation that is not the Company or a Subsidiary, in which the Company and/or its Subsidiary holds rights, directly or indirectly, or has an interest in it.

"Action"
- Any decision and/or action, whether by act or omission, including a decision and/or action during your term of office or employment made before the date of this Indemnification Letter.

"Administrative Proceeding"
- Enforcement A proceeding according to chapters H3, H4 or T1 of the Securities Law.

"The Policy" or "The Insurance Policy"
- A directors and officers liability insurance policy that was purchased, if purchased, or that will be purchased, if purchased, by the Company, whether it is in one policy or in more than one policy.

2. Indemnification Undertaking

2.1 Indemnification Undertaking and Grounds for Indemnification

The Company hereby undertakes to indemnify you, subject to the provisions of any law (local or foreign that shall apply to the Company) that cannot be stipulated against and subject to the provisions of this Indemnification Letter and the provisions of the Company's Articles of Association and the Company's remuneration policy, for any obligation or expense as detailed below (hereinafter: "Indemnification Grounds"), that will be imposed on you or that you will incur due to your actions by virtue of you being an Officer in the Company;

2.1.1 Monetary liability imposed on you in favor of another person according to a judgment, including a judgment given in a settlement or an arbitrator's award approved by a court. The undertaking to provide such indemnification is limited to one or more of the events specified in the Addendum to this Indemnification Letter (hereinafter: the "Addendum"), which in the opinion of the Company's Board of Directors are foreseeable in light of the Company's actual activity at the time of giving the undertaking to indemnify, provided that the maximum amount of the indemnification shall not exceed the amount or the standard specified in section 2.3.1 below, which the Company's Board of Directors determined is reasonable under the circumstances;

2.1.2 Reasonable litigation expenses, including legal fees, that you will incur or be charged with by a court, in a proceeding filed against you by the Company or on its behalf or by another person, or in a criminal charge from 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;

2.1.3 Reasonable litigation expenses, including legal fees, that you will incur due to an investigation or proceeding conducted against you by an authority authorized to conduct an investigation or proceeding, and which ended without an indictment being filed against you and without a monetary liability being imposed on you as an alternative to a criminal proceeding, or that ended without an indictment being filed against you but with the imposition of a monetary liability as an alternative to a criminal proceeding for an offense that does not require proof of criminal intent or in connection with a financial sanction. In this paragraph, the terms "conclusion of a criminal proceeding without the filing of an indictment in a matter in which a criminal investigation was opened" and "monetary liability as an alternative to a criminal proceeding" shall have the meaning assigned to them in section 260(a) of the Companies Law;

2.1.4 Payment to a victim of a violation as stated in section 52nd(a)(1)(a) of the Securities Law or due to expenses you incurred in connection with an administrative enforcement procedure, including reasonable litigation expenses, and including legal fees;

2.1.5 Expenses incurred in connection with a proceeding conducted in his matter according to Chapter G1 of the Economic Competition Law, 5748 - 1988 and/or in connection with it, including reasonable litigation expenses, and including legal fees;

2.1.6 Liability or other expense permitted for indemnification by law, as amended from time to time.

2.2 Exceptions to Indemnification

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Subject to the provisions of any law, the Company shall not indemnify you for a monetary liability or expenses imposed on you or incurred by you due to one of the following:

2.2.1. Breach of fiduciary duty towards the Company or towards its subsidiary or a Related company, except for a breach of fiduciary duty in good faith and where you had a reasonable basis to assume that the action would not harm the interests of the Company and/or its subsidiary and/or the Related company.

2.2.2. Breach of duty of care towards the Company intentionally or recklessly, unless committed solely by negligence.

2.2.3. An action taken with the intent to derive unlawful personal gain.

2.2.4. A fine, civil fine, monetary sanction, or ransom/penalty imposed on you.

2.2.5. Administrative enforcement proceedings except as detailed in section 2.1.4 above.

2.2.6. A claim (including a counterclaim by the Company following a claim filed by the officer against the Company) in which the Company prevailed against the officer.

2.3. Maximum Indemnification Amount

2.3.1. The maximum indemnification amount the Company shall pay to each of the officers and to all of them together, for a single case and in the aggregate (according to all letters of indemnification granted and/or to be granted to the officers by the Company) shall not exceed an amount equal to 25% of the Company's equity according to the Company's latest financial reports as of the date of actual indemnification (hereinafter: the "Maximum Indemnification Amount").

2.3.2. It is hereby clarified that the payment of the aforementioned indemnification does not prejudice your right to receive insurance benefits for events constituting a cause for indemnification, which are insured under the insurance policy, subject to the provisions of section 2.8.3 below. It is also clarified that the indemnification shall apply to deductible amounts for which you are charged under the insurance policy. It is explicitly emphasized that the Company's payments under this letter of indemnification shall constitute an "additional layer" beyond the total insurance benefits paid by the insurer, to the extent such are paid. It is emphasized that this undertaking to indemnify does not constitute a contract for the benefit of any third party, including any insurer, and no third party, including any insurer, shall have any right to demand participation by the Company in a payment for which an insurer is liable under an insurance agreement made with it, except for the deductible specified in the policy as stated.

2.3.3. If and to the extent that at the time of actual indemnification the Company is aware of additional events for which it may be liable due to the granting of indemnification to other officers of the Company (hereinafter: "Other Indemnification Cases") and the total amount the Company may be liable for under this letter and for the Other Indemnification Cases exceeds the Maximum Indemnification Amount, the Company may then withhold such amount which in its opinion will be required to meet its obligation also towards the other officers, and only after the final total amount that the Company must pay under this indemnification together with the Other Indemnification Cases becomes clear, it shall pay the balance in full or in part, as the case may be.

2.3.4.

If and to the extent that the total of all indemnification amounts the Company is required to pay to its officers, as stated in section 2.1 above, shall at any time exceed the Maximum Indemnification Amount or the remaining Maximum Indemnification Amount (as it may exist at that time) according to section 2.3.1 above, the Maximum Indemnification Amount or its balance shall be divided among the officers entitled to indemnification for demands they submitted to the Company under the letters of indemnification and which were not paid to them before that time (hereinafter: the "Entitled Officers"), such that the indemnification amount each of the Entitled Officers actually receives shall be calculated according to the ratio between the amount of the indemnifiable liability of each of the Entitled Officers and the indemnifiable liability amount of all Entitled Officers, in the aggregate.

2.3.5. If the Company has paid indemnification amounts to the Company's officers in the sum of the Maximum Indemnification Amount, the Company shall not bear additional indemnification amounts unless the payment of the additional indemnification amounts is approved by the Company's organs authorized to approve such an increase under any law, at the time of payment of the additional indemnification amounts and subject to the amendment of the Company's articles of association, if required for this purpose, under any law.

2.4. Interim Payments

2.4.1 Upon the occurrence of an event for which you may be entitled to indemnification in accordance with the above, the Company shall provide you with an advance on account of the indemnification amount, from time to time, the funds required to cover the expenses and other various payments involved in handling any legal proceeding against you related to that event, including investigation proceedings and mediation or arbitration proceedings, so that you are not required to pay or finance them yourself, all subject to the terms and provisions of this letter of indemnification including the Maximum Indemnification Amount.

2.4.2 In the event that the Company pays you or in your stead any amounts under this letter of indemnification in connection with such a legal proceeding, and it later transpires that you are not entitled to indemnification from the Company for those amounts, the provisions of section 2.11 below shall apply.

2.4.3 As part of its obligations, the Company shall also provide required collateral and/or guarantees that you may be required to provide according to interim decisions of a court or an arbitrator, including for the purpose of replacing liens imposed on your assets, subject to the limit of the Maximum Indemnification Amount.

2.5. Indemnification Conditions

Without derogating from the above, the commitment to indemnify under this letter is subject to the conditions detailed below:

2.5.1. There is no legal impediment to indemnifying you.

2.5.2. To the extent permitted by law, you shall notify the Company in writing of any legal and/or administrative proceeding (including but not limited to, a demand of any kind including an investigation by a competent authority, a legal claim and/or a civil claim including a claim for monetary damages and/or a request for declaratory relief and including an administrative enforcement proceeding) that is opened against you in connection with any event for which the indemnification may apply, and of any threat delivered to you in writing against you within which personal responsibility for financial damage is attributed to you (hereinafter: "legal proceeding"), and of circumstances brought to your knowledge that may lead to the opening of a legal proceeding, immediately upon your first becoming aware thereof (hereinafter: "indemnification notice"), and you shall forward without delay to the Company or to whomever it notifies you, any document related to that proceeding.

2.5.3.

Subject to the terms of the Company's insurance policy as it may be from time to time, and to the extent it is in effect, the following provisions shall apply regarding the legal handling of an event constituting a cause for indemnification under the terms of this letter of indemnification:

a. Except in cases where proceedings were opened by the Company, the Company shall be entitled, but not obligated, to participate and/or take upon itself the handling of your defense in that legal proceeding and/or to hand over said handling to any attorney the Company shall choose for this purpose (except for an attorney who is not acceptable to you for reasonable reasons) (hereinafter: "the Appointed Attorney") at its responsibility and expense.

b. If within 15 days of receiving the indemnification notice the Company has not taken upon itself the handling of the legal proceeding, or if you objected to your representation by the Appointed Attorney for reasonable grounds, you shall be entitled to hand over the handling of the legal proceeding to an attorney of your choice, and the Company shall indemnify you for the legal fee of the other attorney, provided that the identity of the attorney and the legal fee arrangement with him shall be subject to the approval of the Company's board of directors, which shall not refuse except for reasonable reasons. If the full amount of the requested legal fee was not approved and you decided not to waive the services of the attorney you chose, you shall be entitled to receive from the Company the amount of the legal fee that was approved for him, and the balance shall be paid by you and at your expense.

c. If the Company has taken upon itself the handling of the legal proceeding, the Company shall not be obligated to pay you indemnification for litigation expenses you incur regarding the management of the legal defense.

d. The Company and/or the Appointed Attorney shall act within the framework of the aforementioned handling to bring the aforementioned legal proceeding to a conclusion. The Appointed Attorney shall act and be bound by a duty of loyalty to the Company and to you. Where, in your opinion or in the opinion of the Appointed Attorney, a concern for a conflict of interest arises, or in your opinion or the opinion of the Appointed Attorney, circumstances exist in which a conflict of interest may arise between you and the Company and/or between you and any other officer in the Company who is a party to the proceeding, in your defense against that legal proceeding, the Appointed Attorney shall notify you and/or the Company, as applicable, of this conflict of interest and you shall be entitled to appoint an attorney on your behalf to handle your defense in accordance with the indemnification provisions detailed in subsection b. above.

2.5.4. The Company shall not be entitled to bring the aforementioned legal proceeding to a conclusion by way of settlement and/or arrangement and/or to agree to a settlement and/or arrangement as a result of which you will be required to pay amounts for which you will not be indemnified under this letter of indemnification and which also will not be paid in full within the framework of the insurance policy that will be purchased, if purchased, by the Company and/or its subsidiaries, except with your prior written consent. Furthermore, the Company shall not be entitled to bring the dispute which is the subject of the aforementioned legal proceeding to a decision by way of arbitration or compromise or mediation, except with your prior written consent, provided that you shall not refuse to give this consent except for reasonable grounds that shall be provided to the Company in writing. For the avoidance of doubt, even if the dispute in the legal proceeding is transferred for resolution by way of arbitration or compromise or mediation or in any other way, the Company shall bear all expenses related thereto under this letter of indemnification to the extent that it is legally obligated in a regular legal proceeding.

2.5.5. Notwithstanding the above, the Company shall not be entitled to bring the aforementioned legal proceeding to a conclusion by way of settlement and/or arrangement and/or to bring the dispute which is the subject of the aforementioned legal proceeding to a decision by way of arbitration and/or compromise or mediation in cases of criminal charges against you, unless you give your prior written consent. You may refuse to give your aforementioned consent in this paragraph at your sole discretion and without being required to justify your non-consent.

2.6. Cooperation with the Company

2.6.1. Upon the Company's request, you shall sign any document that authorizes it and/or any such attorney to handle your defense in your name in that legal proceeding and to represent you in everything related thereto, in accordance with the above. Furthermore, upon the Company's request, and to the extent permitted by law, you shall immediately provide the Company and/or a third party in accordance with the Company's instructions, any document and/or power of attorney requested for the purpose of handling your defense in accordance with this letter of indemnification.

2.6.2. You shall cooperate with the Company and/or with any such attorney in any reasonable manner required of you by any of them within the framework of their handling in connection with that legal proceeding, provided that the Company ensures the coverage of all expenses and other various payments mentioned in section 2.1 above, which will be involved therein so that you are not required to pay or finance them yourself, and this without derogating from the indemnification promised to you under the terms of this letter of indemnification and all subject to the provisions of this letter of indemnification.

2.6.3. Furthermore, you undertake to fulfill all the insurers' instructions under any liability policy for officers that the Company and/or you enter into in connection with the defense in the legal proceeding, as required of you by any of them within the framework of their handling in connection with that legal proceeding.

2.7. Coverage of Liabilities

Whether the Company acts according to the details in section 2.5.3.a above or not, the Company shall ensure the coverage of all expenses and other various payments mentioned in section 2.1 above so that you are not required to pay or finance them yourself, and this without derogating from the indemnification promised to you as stated in this letter, and/or the insurance policy that the Company will purchase from time to time, if purchased, all subject to the provisions of this letter of indemnification.

2.8 Non-applicability of the Indemnification

2.8.1 The Company shall not be obligated to indemnify you under this letter of indemnification for any amount paid by you under the terms of a settlement arrangement or arbitration in a legal proceeding which you chose to conduct yourself unless the Company agreed in writing to that settlement or to the conducting of that arbitration, as applicable; however, the Company shall not refrain from giving its aforementioned consent except for reasonable grounds that shall be explained.

2.8.2 Furthermore, the indemnification shall not apply in the case of your admission to a criminal charge for an offense that does not require proof of criminal intent unless the Company received notice of your intention to admit to such an offense in writing and in advance.

2.8.3 The Company shall not be required to pay under this letter amounts for any event that were actually paid to you or for you or in your stead in any way within the framework of insurance (purchased by the Company) or any third-party indemnification commitment that is not the Company, except for an amount equal to the difference between the indemnification amount to which you are entitled under the letter of indemnification and the amount paid by virtue of the insurance policy for that event and/or the other indemnification agreement, provided that the indemnification amount the Company is charged with shall not exceed the Maximum Indemnification Amount. Nothing in this section shall derogate from your rights regarding the Company bearing the deductible specified in the policy and/or the transfer of insurance benefits received by the Company from insurers for your liability and/or legal expenses you have borne.

2.8.4

Furthermore, if the indemnification under this letter is for your service in subsidiaries and related companies, then the indemnification under this letter shall only come after the exhaustion of all your rights within the framework of an insurance policy made by the subsidiary and/or the relevant Related company and/or according to an advance commitment for indemnification or according to an authorization for indemnification in the subsidiaries and related companies, if and to the extent they exist. For the avoidance of doubt, it is clarified that the indemnification amount under this letter of indemnification shall apply beyond (and in addition to) the amount to be paid (if and to the extent to be paid) within the framework of the insurance policy made by the subsidiary or the Related company and/or indemnification given by the subsidiary or the Related company as stated.

2.9 Payment of Indemnification

Upon your request for payment in connection with any case under this letter, the Company shall take all actions necessary by law for its payment, and shall act to arrange any approval required in connection therewith, if required. If any such approval is required for any payment, and that payment is not approved accordingly for any reason, this payment or any part thereof that is not approved as stated shall be subject to court approval and the Company shall act to obtain it.

2.10 Indemnification Period

The Company's obligations for indemnification under this letter shall stand for your benefit and/or for the benefit of your estate without time limit, even after the conclusion of your employment with the Company and/or your service as an officer in the Company and/or your service as an officer in subsidiaries and/or Related companies, as applicable, provided that the actions for which the commitment to indemnify is given were performed during the period of your employment with the Company and/or your service as an officer in the Company and/or in the subsidiaries and/or in the Related companies of the Company, regardless of the date of the event or the date of discovery of the event for which you are entitled to indemnification under this letter of indemnification, including in the event that the event occurred before the date of granting this letter of indemnification.

2.11 Repayment of Paid Indemnification Amounts

2.11.1 In the event that the Company pays you or in your stead any amounts under this letter in connection with such a legal proceeding, including by way of providing legal representation as stated, and it later transpires that you are not entitled to indemnification from the Company for those amounts, these amounts shall be considered as a loan granted to you by the Company, plus the bank of Israel interest at the minimum rate as determined from time to time by law so as not to constitute a taxable benefit in the hands of the loan recipient, and plus linkage differences, and you must return these amounts to the Company plus VAT for the interest according to law, when requested in writing by it to do so, and according to a payment arrangement that the Company shall determine.

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2.11.2.

In the event that it becomes clear that the liability for which the Company paid indemnification amounts was canceled or its amount is reduced for any reason, you undertake to return all your rights to the refund of such amount and to perform all necessary actions to make this assignment valid. If you fail to do so, you are required to return the aforementioned amounts to the Company plus interest and linkage differences at the rate and for the period for which you are entitled to a refund of this amount from the plaintiff.

3. Miscellaneous

3.1

The Company undertakes to notify you of any event for which the indemnification may apply as soon as possible.

3.2

The Company's obligations under this letter shall be interpreted broadly and in a manner intended for their fulfillment, to the extent permitted by law, for the purpose for which they were intended. Should it be determined that any provision of this indemnification letter is unenforceable and/or invalid for any reason and/or in the event of a conflict between any provision in this letter and provisions of the law that cannot be conditioned, changed, or added to, the said provision of the law shall prevail, but this shall not prejudice or derogate from the validity of the other provisions in this letter.

3.3

This indemnification letter shall enter into force upon your signature on a copy thereof in the designated place and the delivery of the signed copy to the Company. It is hereby agreed that if you received a previous undertaking from the Company for indemnification, your agreement to receive this indemnification letter constitutes your irrevocable consent to the cancellation of the previous undertaking.

3.4

The Company shall be entitled, at its sole discretion and at any time, to cancel its commitment to indemnify under this letter, or to change its terms, including according to it, or the events to which it applies, whether regarding all officers or regarding some of them, as it relates to events that will occur after the date of the change - provided that it gave the officer prior notice of this intention, in writing, at least 30 days before the date on which the decision takes effect. For the avoidance of any doubt, it is hereby clarified that any such decision, which results in worsening the terms of this letter or canceling it, shall not have retroactive applicability of any kind, and the indemnification letter before its change or cancellation, as the case may be, shall continue to apply and be valid for all intents and purposes regarding any event prior to the change or cancellation, even if the proceeding regarding it was filed against the officer after the change or cancellation of the indemnification letter.

3.5

In any other case, this indemnification letter is not subject to change unless signed by the Company and by you.

3.6

This indemnification letter does not derogate from the Company's right to decide on retrospective indemnification according to the provisions of any law, and the undertaking to indemnify you in accordance with this letter does not derogate from the exemption granted to you, if granted, by the Company.

3.7

To avoid doubts, it is hereby determined that this indemnification letter does not constitute a contract for the benefit of any third party, including an insurer, and is not assignable. For the avoidance of doubt, in the case of death (G-d forbid), this indemnification letter shall apply to your successor according to the provisions of any law, including your estate.

3.8

No waiver, delay, refrain from action, or granting of an extension by the Company or by you shall be interpreted under any circumstances as a waiver and shall not prejudice the rights and obligations of the parties under this indemnification letter and/or under any law, and shall not prevent such party from taking all legal and other steps necessary to realize its said rights.

3.9

The law applicable to this indemnification letter is the law in Israel.

3.10

This letter constitutes an exclusive and exhaustive agreement of the terms and provisions applicable to the engagement between the Company and the officer in relation to the subjects discussed herein. This document prevails over any consent, declaration, agreement, and understanding made, if made, between the Company and the officer in the matters mentioned in this letter, whether orally or in writing, before this letter was signed.

3.11

The parties to this letter declare that they have read this indemnification letter carefully and signed it of their own free and good will and with understanding of its content.

In witness whereof, the Company has signed, by its duly authorized signatories, on this day __.

The Company

I acknowledge receipt of this letter and confirm my agreement to all its terms.

Date: ___

Officer's Signature

Addition to Indemnification Letter

A transaction or action (as defined in Section 1 of the Companies Law) related to the Company's area of business in the area of import, distribution, and sale of vehicles to Israel and in the area of import, distribution, and sale of spare parts and provision of garage services, and any action or exercise of discretion involved directly and/or indirectly in performing the aforementioned actions, including, but not limited to, transfer, sale, purchase, lease, rental or encumbrance of assets or liabilities, entering into agreements for receiving credit, including entering into financing agreements.
A transaction or action whether in the ordinary course of business of the Company or not in the ordinary course of business of the Company and/or of subsidiaries of the Company, including a transaction with an interested party, negotiation to enter into a transaction, due diligence (including its non-existence), entering into agreements including their execution and/or termination, engagements with external contractors, customers, suppliers, franchisees, service providers, or any other third party conducting any type of business with the Company, as well as the transfer, sale, lease, rental, purchase or encumbrance of assets or liabilities (including securities), or granting or receiving a right in any of them, receiving and granting credit and providing or receiving collateral, including entering into financing agreements with banks and/or other financial entities for the purpose of financing executed transactions or engagements, all whether the transactions and/or actions are completed as stated or not completed for any reason.
Issuance of securities (including an issuance of securities that did not materialize) in Israel and outside Israel, including, but without derogating from the generality of the above, an offering of securities to the public and/or not to the public according to a prospectus, a private placement, a sale offer, an issuance of bonus shares or an offering of securities in any other way.
Performing a tender offer and/or a sale offer by the Company or any shareholder and any proceeding, opinion, document and/or report related to them.
An event resulting from the Company being a public company or resulting from the fact that its securities were offered to the public or resulting from the fact that the Company's securities are

traded on the stock exchange in Israel or abroad.

A claim or demand in connection with subjects requiring disclosure in a prospectus, including in any draft thereof, and for which disclosure was not given as required by any law.
A report or notice submitted under the Companies Law or the Securities Law, including regulations enacted thereunder, or according to rules or guidelines practiced on the stock exchange in Israel or outside of it, or a law of another country regulating similar matters and/or refraining from submitting such a report or notice.
Discussion and decision-making and providing report and disclosure in the Company's reports including providing an assessment regarding the effectiveness of internal control and additional subjects included in the Company's Board of Directors report, as well as providing statements and reference to the financial statements.
Giving notice of a personal interest, and participation and decision-making in meetings of the Company's Board of Directors and its committees.
Any action in connection with the financial statements including the manner of implementing accounting standards, preparation and signing of the financial statements of the Company and subsidiaries, consolidated or separate, as the case may be, and their approval, as well as in connection with business plans or forecasts.
Any action and/or decision regarding a distribution, as defined in the Companies Law, including distribution with court approval, including the purchase of Company shares, provided that indemnification for such an action is permitted by law, as well as any claim or demand in connection with the distribution of dividends to the Company's shareholders.
Change in the Company's structure or its reorganization or any decision regarding them, including, but without derogating from the generality of the above, a merger, split, change in the Company's capital, establishment of subsidiaries, their liquidation or sale, allocation or distribution.
Amendments, changes and formulation of arrangements between the Company and the shareholders, holders of BONDS, banks and/or creditors of the Company or of companies held by it, and including amendments in the trust deeds and BONDS and the outline and arrangement documents in their entirety.
Any event and/or action for which indemnification can be granted under the Securities Law.
Actions related to the issuance of licenses, building permits or approvals of any kind and type, including control permits and holdings in companies.
Any transaction or action on subjects related, directly or indirectly, to antitrust, including restrictive arrangements, mergers, and monopolies.
Participation in tenders and/or their conduct.

A statement, remark including expressing a position or opinion made in good faith by the officer during his role and by virtue of his role, including in negotiations and engagements with suppliers or customers, including within the framework of management, Board of Directors or committee meetings, and including in the media.
Action contrary to the Company's articles of incorporation.
Action or decision in connection with employer-employee relations including negotiation, engagement and implementation of personal or collective labor agreements, employee promotion, employee benefits, including handling pension arrangements, insurance, provident or savings funds, loans to employees and allocation of securities to employees.
Any claim or demand filed by a third party suffering from bodily injury or damage to business or personal property including loss of use thereof and including business interruption during any action or omission attributed to the Company, or accordingly to its employees, agents or other persons acting or claiming to act on behalf of the Company, whether the damage results from an accidental event or whether the damage results from a gradual and cumulative process.
Any action or failure in making insurance arrangements and/or in risk management, including any claim or demand in connection with an alleged act or omission that caused the failure to make proper insurance arrangements, as well as any matter in connection with negotiations regarding insurance agreements, entering into insurance agreements, terms of insurance policies and the activation of insurance policies.
Formulating work plans, including pricing, marketing, distribution, instructions or lack of instructions to employees, customers, distributors, processors, end users of the Company's products and suppliers and collaborations with competitors or with any third parties.
Actions concerning the environment as well as a claim or demand in connection with circumstances apparently creating any type of violation of environmental laws, regulations, environmental licenses, permits, or additional approvals required under environmental laws including environmental disturbances.
Actions concerning the Consumer Protection Law, 1981 and/or orders and/or regulations thereunder, and any other law of a consumer nature, and subsidiary legislation applicable by virtue of it, and/or from any foreign law in this field.
Any administrative, public, judicial action, orders, judgments, claims, demands, demand letters, instructions, arguments, investigations, proceedings (including administrative enforcement proceedings) or notices regarding non-compliance or breach of an action of a governmental authority or other body, in Israel or outside of it, claiming non-fulfillment of a provision of a law, regulation, order, ordinance, rule, practice, instruction, licensing, guideline, policy and/or judgment by the Company and/or of the officers in the Company within the scope of their role in the Company.
Providing information, representations, opinions, reports, notices and submitting a request to the state authorities and other authorities, including to any competent authority under any law in Israel or outside of Israel, including but without derogating from the generality of the above, the Companies Law including regulations enacted thereunder, or according to the provisions of the tax laws applicable to the Company, and documentation required by any law.
Any claim and/or demand in relation to non-disclosure or failure to provide any type of information at the time required by law and/or in connection with incomplete, misleading or defective disclosure of such information, to third parties and including to the Company's security holders and/or potential security holders, including in all matters regarding issuance, allocation, tender offer, distribution, purchase, holding and/or interest in the Company's securities and/or any other investment activity involving and/or influenced by the Company's securities and including in the event of a merger of the Company with another company, and including the tax, national insurance, investment center, Ministry of Environmental Protection, local authorities and any governmental, institutional and/or professional association or other.
Actions related to the Company's intellectual property and its protection, including registration or enforcement of intellectual property rights and protection in claims related to them, and an infringement

committed or alleged to have been committed or misuse of third-party intellectual property rights including, but not limited to, patents, designs, trademarks, copyrights, and the like.

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.30 Management of the company's investment portfolio and management of the bank accounts in which the company operates and performing actions or their derivatives, including regarding foreign currency transactions (including foreign currency deposits), securities (including securities repurchase transactions and lending and borrowing of securities), loans and credit facilities, debit cards, bank guarantees, letters of credit, investment advisory agreements including with portfolio managers, hedging transactions, warrants, futures contracts, derivatives, swap transactions, and the like.

.31 Events and actions regarding investments made by the company in various corporations, before or after the investment is made, including for the purpose of entering into the transaction, its execution, development, monitoring, and supervision.

.32 Proceedings regarding decisions and/or actions regarding the Protection of Privacy Law, 5741-1981, and/or orders and/or regulations thereunder.

.33 Breach of the provisions of any agreement to which the company is a party, whether actually committed or alleged to have been committed.

.34 Action regarding a tax liability of the company and/or a subsidiary and/or the shareholders of any of them.

.35 Any claim and/or demand filed directly or indirectly regarding an action and/or omission in full or in part, by the company and/or by the officers, directors and/or employees of the company, in all matters regarding the payment, reporting and/or documentation of documents, to one of the state authorities, foreign authority, municipal authority and/or any other payment required under the laws of the State of Israel, including income tax payments, sales tax, land appreciation tax, transfer taxes, excise, value added tax, stamp duty, customs, national insurance, salaries and/or withholding of wages to employees and/or other delays, including any type of interest and additions for linkage.

.36 Events that affected or could have materially affected the profitability of the company or its property or its rights or its obligations.

.37 Any action regarding voting in held companies.

.38 Any claim and/or demand filed by a lender or creditor or anyone claiming to be a lender or creditor, regarding funds loaned by them and/or debts of the company towards them.

Each of the events detailed above shall apply in connection with the officer's tenure on behalf of the company as an officer in subsidiaries and/or affiliated companies as well as in relation to any country in the world.

Any provision in this appendix above regarding the performance of a specific action shall be interpreted as also referring to the non-performance or avoidance of the performance of that action, and all unless the context of a specific provision requires otherwise.

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AI assistant

Delek Automotive Systems Ltd. — Proxy Solicitation & Information Statement 2026

6741_rns_2026-05-25_eabff85e-4b0e-420a-889d-56c87a31a334.pdf

Delek Automotive Systems Ltd. ("the Company")

Re: Immediate report regarding convening an annual general meeting of the Company's shareholders

1. Location and Time of the Meeting

2. On the Meeting Agenda

2.1. Discussion of the Company's Financial Statements for the year 2025

2.2. Resolution No. 1: Re-appointment of the auditing accountant

2.3. Resolution No. 2: Approval of the granting of letters of exemption and indemnification to Mr. Barak Mashraki

2.4. Resolution No. 3: Extension of Vered Arbiv's tenure as an external director of the Company

Additional Details Regarding the General Meeting

3. Convening of the General Meeting

3.1. Meeting Location

3.2. Legal Quorum for Holding the Meeting and Adjourned Meeting

3.3. Required Majority

3.4. Record Date

4. Voting Method

4.1. Proof of Ownership on the Record Date

4.2. Ways to Participate and Vote in the Meeting

4.3. Voting via Voting Card

6. Company Representative regarding the Handling of the Immediate Report

7. Inspection of Documents

Appendix A - Exemption and Indemnity Letters

Version of Exemption Letter

Delek Automotive Systems

Re: Letter of Exemption from Liability

1. Headings and Definitions

2. Validity of the Exemption Letter

3. Exemption from Liability

4. Exemption Period

5. Miscellaneous

2. Indemnification Undertaking

2.1 Indemnification Undertaking and Grounds for Indemnification

2.2 Exceptions to Indemnification

2.3. Maximum Indemnification Amount

2.4. Interim Payments

2.5. Indemnification Conditions

2.6. Cooperation with the Company

2.7. Coverage of Liabilities

2.8 Non-applicability of the Indemnification

2.9 Payment of Indemnification

2.10 Indemnification Period

2.11 Repayment of Paid Indemnification Amounts

3. Miscellaneous

Addition to Indemnification Letter

More from Delek Automotive Systems Ltd.

Delek Automotive Systems Ltd. Proxy Solicitation & Information Statement 2026