Proxy Solicitation & Information Statement • Sep 30, 2025
Proxy Solicitation & Information Statement
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Exhibit 2
The undersigned, a shareboler of TAT Technologics, an Isseel corporation, berby appoints Ad. I low, and Adv. Shahar Hannel or either of the undersigned, as the attorney and possiblining, for and in the tame of the undersiged, to vote and othersive at on betall of the unlessigned at the annal and special general menting of the Company to be held a the offices of Nextire, Bande, Anir & Co., Advested, Te-Aviv, J.see, on November, 2022 at 17:00 P.M. Isabtime, or any any any any any any (s) or portponentent(s) thereof (the "Meeting", with re pares, with no par value, of the Company (the "Shares") with be entitled to vote, with all be entitled to ver, with al would posses if provided sid provies are authorized and directed to vite respect of the respect of the Press. Subject to applicable aw and the nuls of MSDA(), inte abseries of such instructions, the Shares represented and received proxies will be vold "FOR" all of the proposal essentions to be Medians for which the Bord of Directors recommends a "FOR" vote.
A shareholder's proxy card must be received by the Company no later than November 4, 2025, 13:00 P.M. Israel time; otherwise it shall not be valid at the Meeting,
This proxy also delegates, to the extent permitted by applications authority to voter business which may properly come before the Meeting.
WEETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PATE AND SIGN THIS FORM OF PROXY AND MALL THE PROXY PROMETILY, LLONG WITH PRODD OF IDENTITY IN ACCORDANCE WITH THE COMPANY'S PROXY STATEMENT, IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEW OF THE PROXY IS MAILED IN THE UNITED STATES.
In acordance with the Issacli Companies Regulation Listed on Forigo Stock Excharges), 510-2000 (the "Regulation"), a sharcholor submitting a vice of this lens 4 and 5 are deemed to the Company that such and the extend interest in the election of the external interest that is an relation is an relation is no relation is no relations i ontrolling sharebolder) and is not a ontrolling sharelolder had delivered the Company a notice in writing stating otherwise, and are than 10 am, Jorember 4, 202, to the office of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Jrael. This notice should be addressed to the attention of Adv. Elad Amir.
For information regarding to "Personal Interest" and "Controlling Sharcholor," please se the explanation in the Votice of Statement.
| FOR | AGAINST | ABSTAIN | ||
|---|---|---|---|---|
| Item No. 1 | Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the accountants' remuneration in accordance with the volume and nature of their services. |
0 | ロ | □ |
| Item No. 2 | Approval of the re-election of each of Mr. Amos Malka, Mr. Igal Zamir, Mr. Amir Harel (Independent Director) and Ms. Roni Meninger (Independent Director), to serve as Directors of the Company each to hold office until our next Annual Meeting of Shareholders. |
|||
| VOTE FOR EACH DIRECTOR SEPARATELY. | FOR | AGAINST | ABSTAIN | |
| I. Mr. Amos Malka II. Mr. Igal Zamir III. Mr. Amir Harel IV. Ms. Roni Meninger |
0 | 0 ロ |
0 | |
| Item No. 3 | Approval of the election of the following new directors to the Company's Board of Directors, each to hold office until the next Annual General Meeting of Shareholders: Mr. Eitan Oppenheim (Independent Director), and Ms. Sagit Manor (Independent Director). |
|||
| VOTE FOR EACH DIRECTOR SEPARATELY. | FOR | AGAINST | ABSTAIN | |
| I. Mr. Eitan Oppenheim II. Ms. Sagit Manor |
D | 0 | D |
| Item No. 4 | Subject to the approval of the re-election of Mr. Amir Harel and the election of Mr. Eitan Oppenheim, and Ms. Sagit Manor - approval of a new compensation terms for each of them, effective as of the date of the shareholders' meeting approval, as an exception to the Company's compensation policy. |
|||||
|---|---|---|---|---|---|---|
| VOTE FOR EACH DIRECTOR SEPARATELY. | FOR | AGAINST | ABSTAIN | |||
| I. Mr. Amir Harel | 0 | 0 | ||||
| II. Mr. Eitan Oppenheim | 0 | |||||
| III. Ms. Sagit Manor | D | D | ||||
| Item No. 5 | Approval of the grant of a special bonus for the Company's Chief Financial Officer, Mr. | FOR | AGAINST | ABSTAIN | ||
| Ehud Ben Yair as an exception to the Company's compensation policy. | 0 | |||||
| Item No. 6 | Approval of the Amended and Restated 2012 and 2022 Stock Option Plans of the | FOR | AGAINST | ABSTAIN | ||
| Company. | 0 | 0 | 0 | |||
| Item No. 7 | Approval of an increase in the Company's authorized share capital, amendment of the Articles of Association to reflect this change, and amendment of the section regarding external directors. |
FOR 0 |
AGAINST □ |
ABSTAIN 0 |
Shareholders entitled to notice of and to vote at the close of business on October of 2025, the record date fixed by the Board of Directors for such purpose.
The signer hereby revokes all previous proxies given by the signer to vote at the annual and special general meeting or any adjournments thereof.
Signature ____________________________________________________________________________________________________________________________________________________________________ Date _________________________________________________________________________________________________________________________________________________________________________ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Please ign exactly as your name() appears on the company the shares in the Company's register must sign. Trustes, Administrators, etc., should include title and authoriy. Corporations should provide fill nane of corporation and titlers signing the Proxy. PLEASE BE RETURS THE ENTIRE PROXY ALONG WITH PROOF OF DESCRIBID IN THE COMPANY'S PROXY STATEMENT.
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