OY Nofar Energy Ltd. — Proxy Solicitation & Information Statement 2026

Apr 19, 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. .

O.Y. Nofar Energy Ltd. (hereinafter: "the Company") Voting paper according to the Companies Regulations (Written Voting and Position Notices), 2005 ("the Regulations")

Part One

1. Name of the Company

O.Y. Nofar Energy Ltd.

2. Type of General Meeting, Date and Location

Special General Meeting to be held on Sunday, May 24, 2026, at 13:00, at the Company's offices, at 1 HaTachana Street, Menivim Tower, 11th Floor, Kfar Saba. If no legal quorum is found, the meeting will be adjourned to Sunday, May 31, 2026, at the same time and place.

3. Details of the item on the agenda in accordance with the notice of a General Meeting published in an immediate report of the Company ("the Notice") to which this voting paper is attached, regarding which voting can be done via a voting paper:

' – Transition to the provisions of Chapter E 3 of the Securities Law Item no. 1 on the agenda

It is proposed to approve the application of the provisions of Chapter E'3 of the Securities Law to the Company upon the registration of the Company's shares on a stock exchange in the United States, such that to the extent the Company decides to register the Company's shares for trading on a stock exchange in the USA, subject to such registration, the provisions of Chapter E'3 of the Securities Law and the regulations thereunder shall apply to the Company instead of the provisions of Chapter F' of the Securities Law.

For further details, see Section 1 of the Notice.

Wording of the proposed resolution: To approve the transition to the provisions of Chapter E'3 of the Securities Law, with and subject to the completion of the registration of the Company's shares for trading on a stock exchange in the United States.

4. The place and hours at which the full text of the proposed resolutions can be inspected

The immediate report published by the Company regarding the convening of the meeting can be viewed on the websites of the Securities Authority and the Tel-Aviv Stock Exchange Ltd. as detailed in Section 12 below, and these documents can also be viewed at the Company's main office at 1 HaTachana Street, Menivim Building, 11th Floor, Kfar Saba, during normal business hours and after prior coordination by telephone at 08-3750060, until 24 hours before the time of the General Meeting or the adjourned meeting (if held).

5. The majority required to adopt a resolution at the General Meeting on the agenda item

The majority required for the adoption of the resolution detailed in Section 3 above (transition to the provisions of Chapter E'3), in accordance with the provisions of Section 35LB of the Securities Law, is an ordinary majority of all the votes of the shareholders, excluding the controlling shareholders, participating in the vote.

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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The controlling shareholder in the Company is Mr. Ofer Yannay, who holds1 a total of approximately 29.90% (approximately 31.96% on a fully diluted basis) of the total voting rights in the Company. The rate of holdings of the controlling shareholder will not grant him the required majority to approve the resolution on the agenda.

6. The Record Date

The Record Date for determining the eligibility to vote at the shareholders' meeting, as stated in Section 182 of the Companies Law and Regulation 3 of the Companies Regulations (Written Voting and Position Statements), 5766-2005, is Friday, April 24, 2026 ("The Record Date"). If there is no trading on the Record Date, then the Record Date shall be the last trading day preceding this date.

7. Validity of Voting Card

A voting card shall be valid only if the following documents were attached to it and if they were delivered to the Company up to 6 hours before the time of the meeting:

– Regarding an unregistered shareholder if an ownership certificate was attached to it or if an ownership certificate was sent to the Company via the electronic voting system.

– Regarding shareholders according to Section 177(2) of the Companies Law if a photocopy of an identity card, passport, or certificate of incorporation was attached to it.

A voting card that is not delivered in accordance with the above shall be invalid.

For this purpose, "delivery time" is the time at which the voting card and the documents attached to it arrived at the Company's office.

8. Closing Time of the Electronic Voting System

Voting in the electronic voting system ends 6 hours before the time of the meeting. By this time, the voting card must be delivered to the Company.

9. An unregistered shareholder shall be entitled to vote via the electronic voting system.

10. Address for Submission of Voting Cards and Position Statements

The voting card and the position statement must be delivered to the Company's office at 1 HaTahana St., Menivim Tower, 11th Floor, Kfar Saba.

1 Holdings totaling approximately 4.61% (constituting approximately 8.56% on a fully diluted basis) held directly by Mr. Ofer Yannay. Mr. Ofer Yannay holds 1,762,289 restricted shares which are included in the full dilution in the preamble of this note.

And holdings totaling approximately 25.29% (constituting approximately 23.40% on a fully diluted basis) through Ofer Yannay Group Ltd., which is held in parts of 80% by Mr. Ofer Yannay and 20% by Leumi Partners Ltd.

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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11. Deadline for submitting position statements

The deadline for submitting position statements to the company is up to ten days before the meeting date, ("the deadline for sending position statements"), and the deadline for submitting the board of directors' response to the position statements is up to five days before the meeting date.

1. The addresses of the distribution site and the TASE website where the proxy cards and position statements are located are: www.maya.tase.co.il and www.magna.isa.gov.il.

2. A shareholder is entitled to receive ownership confirmation at the branch of the TASE member where his shares are registered or by mail, if requested. A request regarding this shall be given in advance for a specific security/securities account. Furthermore, an unregistered shareholder may instruct that his ownership confirmation be transferred to the company through the electronic voting system.

3. An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the proxy card and position statements on the distribution site, from the TASE member through which he holds his shares, unless he has notified the TASE member that he does not wish to receive such a link or that he wishes to receive proxy cards by mail for a fee. His notice regarding the proxy cards shall also apply to the receipt of position statements.

4. A shareholder shall indicate his manner of voting regarding each item on the agenda in the second part of the proxy card.

5. One or more shareholders holding shares constituting five percent or more of the total voting rights, as well as anyone holding such a percentage of the total voting rights not held by the controlling shareholders in the company, as this term is defined in Section 286 of the Companies Law, is entitled to inspect the proxy cards as specified in Regulation 10 of the Regulations.

As of the date of the notice regarding the convening of the meeting subject to this document, the number of shares constituting 5% of the total voting rights in the company is 1,913,075 shares; the number of shares constituting 5% of the total voting rights not held by the controlling shareholders in the company is 1,341,400 shares.

1. Please note that after the publication of the proxy card, there may be changes to the agenda, including adding an item to the agenda, and position statements may also be published. To the extent that an updated agenda and/or position statements are published, the updated agenda and position statements can be inspected in the company's reports on the distribution site. To the extent that there are changes to the agenda and the company publishes an amending notice, the company will provide a revised version of the proxy card on the distribution site on the date of publication of the amending notice.

One or more shareholders, holding shares representing at least 1% of the voting rights in the company's general meeting, may request the Board of Directors, up to 7 days after the meeting's convocation, to include an item on the meeting's agenda, provided that the item is suitable to be discussed at a general meeting.

If the Board of Directors finds that an item requested for inclusion on the agenda is suitable for discussion at the general meeting, the company shall prepare an updated agenda and a revised proxy card (as required) and publish them no later than 7 days after the deadline for submitting a request to include an additional item on the agenda. It is clarified that to the extent the company publishes an updated agenda, the publication of the updated agenda does not change the record date as determined in this convocation report.

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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- Voting Card Part Two

– Company Name O.Y. Nofar Energy Ltd.

– Address for Delivery and Mailing of the Voting Card Company offices at 1 HaTahana St., Menivim Building 11th Floor, Kfar Saba

Company No. - 51-459994-3 Meeting Date - Sunday, May 24, 2026, at 13:00

– Meeting Type Special

Record Date – April 24, 2026

Shareholder Details

Shareholder Name -

ID No. -

If the shareholder does not have an Israeli ID card

Passport Number -

Country of Issue - Validity -

If the shareholder is a corporation

Corporation No. -

Country of Incorporation -

Voting Method:

Please indicate whether you are an interested party2/senior ofcer3/institutional investor4/none of them and/or other

Interested Party Senior Officer Institutional Investor None of them/Other

*If the voter voted by proxy, the above details shall also be provided in connection with the appointer

2 As defined in Section 1 of the Securities Law, 5728-1968 ("Securities Law").

3 As defined in Section 37(d) of the Securities Law.

4 As defined in Regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Management Company in a General Meeting), 5769-2009, as well as a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 5754-1994.

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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Resolution No. (Item No. on the Agenda)	Item on the Agenda	Voting Method 5	Voting Method 5	Voting Method 5	Are you a controlling shareholder or have a personal interest in the approval of the resolution 6	Are you a controlling shareholder or have a personal interest in the approval of the resolution 6
		For	Against	Abstain	Yes*	No
(Item No. 1 on the Agenda)	To approve the transition to the provisions of Chapter E'3 of the Securities Law, with and subject to the completion of the registration of the Company's shares for trading on a stock exchange in the United States.

• The following are details regarding my being a controlling shareholder or having a personal interest in the approval of the resolution:

.

For shareholders holding shares through a TASE member according to section 177(1) of the Companies Law - this voting paper is valid only when accompanied by an ownership certification, except in cases where the voting is through the system.

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

Date

Signature

• Detail.

5 Failure to mark will be considered an abstention from voting on that item.

6 A shareholder who does not fill out this column or who marks "Yes" and does not provide details, their vote will not be counted. There is no need to detail a personal interest in the approval of an appointment that is not a result of a connection with the controlling shareholder.

4/19/2026 | 5:13:41 PM