TATテクノロジーズの適時開示

6-K 1 zk2533817.htm 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

TAT TECHNOLOGIES LTD.

(Name of Registrant)

Hamelacha 5, Netanya 4250407 Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________

TAT Technologies Ltd.

6-K Exhibits:

1.	Notice and Proxy Statement for TAT Technologies Ltd.'s Annual and Special Meeting to be held on November 4, 2025.
2.	Form of Proxy Card to be used in connection with the Annual and Special Meeting of TAT Technologies Ltd. to be held on November 4, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TAT TECHNOLOGIES LTD.

(Registrant)

By: /s/ Ehud Ben-Yair

Ehud Ben-Yair

Chief Financial Officer

Date: September 29, 2025

EX-99 2 exhibit_1.htm EXHIBIT 1

Exhibit 1

TAT TECHNOLOGIES LTD.

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

Dear shareholders of TAT Technologies Ltd.:

Notice is hereby given that the annual and special general meeting of shareholders (the “Meeting”) of TAT Technologies Ltd. (the “Company”) will be held on November 4, 2025 at 17:00 P.M. Israel time, at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel.

The agenda of the Meeting shall be as follows:

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;

2.	Approval of the re-election of each of Mr. Amos Malka, Ms. Ronnie Meninger, Mr. Amir Harel, Mr. Igal Zamir (the Company's Chief Executive Officer and President), to serve as Directors of the Company, each to hold office until our next Annual Meeting of Shareholders;

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, and Ms. Sagit Manor;

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;

5.	Approval of the grant of a special bonus for the Company's Chief Financial Officer, Mr. Ehud Ben Yair as an exception to the Company’s compensation policy;

6.	Approval of the Amended and Restated 2012 and 2022 Stock Option Plans of the Company; and

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.

In addition, the shareholders will be invited to discuss at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2024.

The approval of Items 1-3 and 6-7 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy.

The approval of Items 4 and 5, requires the affirmative vote of at least a majority of the Shares present, in person or by proxy, and voting on the matter, provided that (i) such a majority includes at least a majority of the total votes of shareholders who are not controlling shareholders of the Company or who do not have personal interest do not have personal interest in the approval of the proposal set forth in Items 4 and 5, as applicable, or (ii) the total number of Shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company, otherwise than by reason of being a director or other office holder of the company. A shareholder will be deemed to have a personal interest if any member of such shareholder's immediate family or their spouse has a personal interest in the adoption of the relevant proposal. In addition, a shareholder will be deemed to have a personal interest if a company, other than TAT Technologies, that is affiliated to such shareholder has a personal interest in the adoption of the relevant proposal. Such company is a company in which the shareholder or a member of such shareholder's immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the outstanding shares. However, a shareholder will not be deemed to have a personal interest in the adoption of the proposal if the shareholder's interest in such proposal arises solely from ownership of TAT Technologies' shares, or to a matter that is not related to a relationship with a controlling shareholder.

In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000 (the “Relief Regulations”), a shareholder submitting a vote for this Items 4 and 5 are deemed to confirm to the Company that such shareholder does not have a personal interest in the election of the external director (excluding a personal interest that is not related to a relationship with a controlling shareholder) and is not a controlling shareholder, unless such shareholder had delivered the Company a notice in writing stating otherwise, no later than 10 a.m., Israel time, on November 4, 2025, to the office of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. This notice should be addressed to the attention of Adv. Elad Amir.

Only shareholders of record at the close of business on October 6, 2025, (the “Record Date”) will be entitled to receive notice of, and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person.

Shareholders who will not attend the Meeting in person may vote with respect to Items 1 through 7 by means of a proxy card and are required to complete, sign, date and return the proxy card no later than November 4, 2025, 13:00 P.M. Israel time, to permit verification. Voting will be done by completing the second part of the proxy card. The form of proxy card was furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and is available to the public on the Commission’s website at http://www.sec.gov. The form of proxy card is also available on the websites: www.magna.isa.gov.il or www.maya.tase.co.il.

Position Statements: Shareholders wishing to express their position on Items 1 through 7 on the agenda for this Meeting may do so by submitting a written statement (hereinafter “Position Statement”) to the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. Any Position Statement received will be furnished to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il. Position Statements should be submitted to the Company no later than October 24, 2025.

A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement.

A shareholder, whose shares are registered with a Tel-Aviv Stock Exchange Ltd. (the “TASE”) member and are not registered on the Company’s shareholders' register, is entitled to receive from the TASE member who holds the shares on the shareholder’s behalf, by e-mail, for no charge, a link to the text of the proxy card and to the Position Statements posted on the Israel Securities Authority website, provided, that the notice was provided with respect to a particular securities account, prior to the Record Date.

A shareholder whose Shares are registered with a member of the TASE, is required to prove his share ownership to vote at the Meeting. Such shareholder shall provide the Company with an ownership certificate (as of the Record Date) from that TASE member and is entitled to receive the ownership certificate in the branch of the TASE member or by mail to his address (in consideration of mailing fees only), if the shareholder so requested. Such a request will be made in advance for a particular securities account.

Alternatively, shareholders whose shares are registered with a member of the TASE may vote electronically via the electronic voting system of the Israel Securities Authority up to six (6) hours before the time fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your shares.

Discussion at the Meeting will be commenced if a quorum is present. A quorum is comprised of two or more shareholders who are present in person or by proxy, or who have delivered to the Company a proxy card indicating their manner of voting, and who hold or represent shares conferring in the aggregate at least one-third (33.33%) of the voting power in the Company. If a quorum is not present within half an hour of the time designated for the Meeting, the Meeting will be adjourned to November 11, 2025, at the same time and place. If a quorum is not present within half an hour of the time designated for the adjourned meeting, two shareholders who are present in person or proxy, or who have delivered a proxy card, will constitute a quorum.

The wording of the resolutions to be voted at the Meeting and relevant documents thereto may be inspected at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel during normal business hours and by prior coordination with Mr. Elad Amir (tel: +972-3-6235000).

Should changes be made to any Item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the publication of a press release, a copy of which will be filed with the Securities and Exchange Commission on Form 6-K and with the Israeli Securities Authority in the aforementioned internet websites.

	By the Order of the Board of Directors,
	/s/ Ehud Ben-Yair, CFO Dated: September 29, 2025

iii

TAT TECHNOLOGIES LTD.

Hamelacha 5, Netanya 4250540Israel

PROXY STATEMENT

_____________________________

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 4, 2025

This Proxy Statement is furnished to the holders of ordinary shares, no par value (the “Shares”), of TAT Technologies Ltd. in connection with the annual and special general meeting of shareholders of the Company to be held at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel on November 4, 2025 at 17:00 P.M. Israel time, and thereafter as it may be adjourned from time to time (the “Meeting”). Unless the context otherwise requires, references in this Proxy Statement to “TAT,” the “Company,” “We” or “Our” refer to TAT Technologies Ltd.

The agenda of the Meeting shall be as follows:

2.	Approval of the re-election of each of Mr. Amos Malka, Ms. Ronnie Meninger, Mr. Amir Harel, Mr. Igal Zamir (the Company's Chief Executive Officer and President), to serve as Directors of the Company, each to hold office until our next Annual Meeting of Shareholders;

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, and Ms. Sagit Manor;

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;

5.	Approval of the grant of a special bonus for the Company's Chief Financial Officer, Mr. Ehud Ben Yair as an exception to the Company’s compensation policy;

6.	Approval of the Amended and Restated 2012 and 2022 Stock Option Plans of the Company; and

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.

In addition, the shareholders will be invited to discuss at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2024.

Shareholders Entitled to Participate and Vote

Only holders of record of Shares at the close of business on October 6, 2025 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting.

As of September 29, 2025, the Company had 13,225,110 issued Shares and 12,950,637 outstanding Shares (excluding 274,473 dormant Shares held in treasury). Each outstanding Share is entitled to one vote on each matter to be voted on at the Meeting. The votes of all shareholders voting on a matter are counted and abstentions are not taken into account (other than for quorum purposes).

Beneficial Ownership of Securities

The following table sets forth certain information as of September 16, 2025, regarding the beneficial ownership by all shareholders known to us to own beneficially 5% or more of our Ordinary shares:

Name	Number of Ordinary Shares Beneficially Owned (1)	Percentage of Ownership (2)
Meitav Investment House Ltd. (3)	1,310,650	10.1%
Y.D More Investments Ltd. (4)	1,014,777	7.8%
Wasatch Advisors LP (5)	741,159	5.7%
Phoenix Financial Ltd. (6)	1,240,607	9.6%

________________________

(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares relating to options and warrants currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

(2) The percentages shown are based on 12,950,637 ordinary shares issued and outstanding as of January 31, 2024 (net of 274,473 dormant shares).

(3) Based on a Schedule 13G/A filed by Meitav Investment House Ltd.. The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the MEITAV INVESTMENT HOUSE LTD. (the "Subsidiaries"). Some of the securities reported herein are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts. The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. The principal business address of each of the above entities is 1 Jabotinski, Bene-Beraq, Israel.

(4) Based on a Schedule 13G/A by Y.D More. Y.D More is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M., a company he controls with Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company. The principal business address of each of the above entities and persons is 2 Ben-Gurion Street, Ramat Gan, Israel.

(5) Based on a Schedule 13G filed by Wasatch Advisors LP. The principal business address of this entity is 505 Wakara Way, 3rd Floor, Salt Lake City, 84108, United States.

(6) Based on information reported to the Company by Phoenix Financial Ltd.. The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. The principal business address of each of the above entities is Derech Hashalom 53, Givataim, 53454, Israel..

Voting and Proxies

All shareholders who are unable to attend the Meeting in person may vote with respect to Items 1 through 7 by means of a proxy card and they are requested to complete, date and sign the enclosed form of proxy and return it promptly in the pre-addressed envelope provided. If your Shares are held in “street name” (meaning in the name of a bank, broker or other record holder), you must either direct the record holder of your Shares as to how to vote your Shares or obtain a legal proxy from the record holder to vote the Shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it did not vote such Shares. In order for these Shares to be counted, a duly executed proxy must be received by the Company’s Transfer Agent or by the Company, c/o Mr. Shachar Hananel, at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel (on the 1th Floor), no later than November 4, 2025 at 13:00 P.M., Israel time. Shares represented by proxy received after such time will not be counted. Any such proxy may be revoked by such holders at any time before it is exercised by: (i) delivering written revocation or a later dated proxy to Mr. Shachar Hananel; or (ii) attending the Meeting and voting in person.

Upon the receipt of a properly executed proxy in the form enclosed herewith, the persons named as proxies therein will vote the Shares covered thereby in accordance with the directions of the shareholder executing such proxy.

Alternatively, you may vote electronically via the electronic voting system of the Israel Securities Authority, up to six (6) hours before the time fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your Shares.

Expenses and Solicitation

Shareholders wishing to express their position on Items 1 through 7 on the agenda for this Meeting may do so by submitting a written statement (“Position Statement”) to the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel (on the 1th Floor). Any Position Statement received will be furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.

Should changes be made to any proposal after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the publication of a press release, a copy of which will be filed with the SEC on Form 6-K and with the Israel Securities Authority.

Position Statements should be submitted to the Company no later than October 24, 2025.

We know of no other matters to be submitted at the Meeting other than as specified herein. If any other business is properly brought before the Meeting, the persons named as proxies may vote in respect thereof in accordance with their best judgment.

These proxy and proxy card shall also serve as a voting deed (ktav hatzba’a) as such term is defined under the Companies Law.

The Company expected to solicit proxies by mail and to mail this proxy statement and the accompanying proxy card to shareholders on or about October 2, 2025. This proxy statement and the accompanying proxy card are also available to the public through the following websites http://www.sec.gov, http://www.magna.isa.gov.il or http://maya.tase.co.il.

All costs of solicitation of proxies will be borne by the Company. In addition to solicitations by mail, certain of the Company’s directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone and personal interviews. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the beneficial owners of Shares held in their names, and the Company will reimburse them for their reasonable out-of-pocket costs.

Quorum and Voting Requirements

The quorum required consists of two or more shareholders who are present in person or proxy (or who have delivered a proxy card indicating their manner of voting) and who together hold or represent Shares conferring in the aggregate at least one third (33.33%) of the voting power in the Company on the Record Date. If a quorum is not present within one half hour of the time designated for the Meeting, the Meeting shall be adjourned to November 11, 2025, at the same time and place. If a quorum is not present within one half hour of the time designated for the adjourned Meeting, two shareholders who are present in person or by proxy, or who have delivered a proxy card, shall constitute a quorum.

The approval of Items 1-3 and 4-7 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy.

In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000 (the “Relief Regulations”), a shareholder submitting a vote for this Item 3 is deemed to confirm to the Company that such shareholder does not have a personal interest in the election of the external director (excluding a personal interest that is not related to a relationship with a controlling shareholder) and is not a controlling shareholder, unless such shareholder had delivered the Company a notice in writing stating otherwise, no later than 10 a.m., Israel time, on November 4, 2025, to the office of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel.

Reporting Requirements

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign private issuers. We fulfill these requirements by filing reports with the Commission. Our filings with the Commission may be inspected without charge at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available to the public on the Commission’s website at http://www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this notice and proxy statement should not be taken as an admission that we are subject to the proxy rules under the Exchange Act.

After Careful Consideration, Our Board Recommends That Shareholders Vote

“For” The Proposals Described In This Proxy Statement.

ITEM 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.

Under the Companies Law and the Company’s articles of association, the shareholders of the Company are authorized to appoint the Company’s independent certified public accountants. In addition, the approval by the Company’s Audit Committee of the re-appointment and remuneration of the independent certified public accountants is required under the corporate governance rules of The NASDAQ Stock Market.

We first appointed Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants in 2009. Kesselman & Kesselman PwC Israel has no relationship with us or any of our affiliates except as auditors.

At the Meeting, and in accordance with the recommendation of our Audit Committee and Board of Directors, the shareholders will be asked to approve the re-appointment of Kesselman & Kesselman PwC Israel as our independent registered public accountants effective as of the approval by the Meeting and until the Company's next Annual Meeting of Shareholders. As a result of Kesselman & Kesselman PwC Israel’s familiarity with our operations and its reputation in the auditing field, our Audit Committee and Board of Directors believe that Kesselman & Kesselman PwC Israel has the necessary personnel, professional qualifications and independence to act as our independent certified public accountants.

At the Meeting, the shareholders will also be asked to delegate to our Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the remuneration of our independent certified public accountants according to the volume and nature of their services. With respect to fiscal year 2024, we approved payment to Kesselman & Kesselman PwC Israel of approximately 323,321 US$ for audit services (including special approvals) and 16,000 US$ for tax-related services.

It is therefore proposed that at the Meeting the shareholders adopt the following resolution:

“RESOLVED, THAT THE RE-APPOINTMENT OF KESSELMAN & KESSELMAN PWC ISRAEL, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY EFFECTIVE AS OF THE APPROVAL BY THE MEETING AND UNTIL THE COMPANY'S NEXT ANNUAL MEETING OF SHAREHOLDERS, BE AND HEREBY IS APPROVED, AND IT IS FURTHER RESOLVED, THAT THE BOARD OF DIRECTORS (OR, THE AUDIT COMMITTEE, IF AUTHORIZED BY THE BOARD OF DIRECTORS) BE, AND HEREBY ARE, AUTHORIZED TO DETERMINE THE REMUNERATION OF SUCH AUDITORS IN ACCORDANCE WITH THE VOLUME AND NATURE OF THEIR SERVICES.”

ITEM 2: APPROVAL OF THE RE-ELECTION OF EACH OF MR. AMOS MALKA, MS. RONNIE MENINGER, MR. AMIR HAREL, MR. IGAL ZAMIR (THE COMPANY'S CHIEF EXECUTIVE OFFICER AND PRESIDENT), TO SERVE AS DIRECTORS OF THE COMPANY, EACH TO HOLD OFFICE UNTIL OUR NEXT ANNUAL MEETING OF SHAREHOLDERS.

The Company's Articles of Association provide that the Board of Directors shall consist of no less than two and no more than eleven members. As of the date hereof (and prior to the Meeting), the Company’s Board of Directors is composed of 6 directors, and subject to the approval of the Meeting, will be composed of 7 members. Directors are elected at each annual meeting of shareholders, and all members of the Board of Directors are eligible for re-election upon completion of their term of office. Excluding Mr. Amir Harel (see item 4 of the agenda) and Mr. Igal Zamir (the Company's Chief Executive Officer and President which is not entitled to compensation as a Director), the compensation terms of Mr. Amos Malka and Ms. Ronnie Meninger are identical to their current compensation terms with the Company. In addition, all directors are entitled to directors’ and officers’ liability insurance and to an indemnification and exculpation letter, as is customary in the Company and in accordance with the Company’s compensation policy.

Under the Israeli Companies Law ("The ICL"), companies whose shares have been offered to the public in or outside of Israel are generally required to appoint at least two external directors. However, pursuant to the Israeli Companies Regulations (Reliefs for Companies whose Securities are Listed for Trading on a Stock Exchange Outside of Israel), 2000, companies whose shares are traded on a U.S. stock exchange, such as Nasdaq, and which do not have a controlling shareholder, may elect to “opt out” of the Companies Law requirements to appoint external directors and related rules concerning the composition of the audit committee and compensation committee.

In light of the Company’s recent transition to a company without a controlling shareholder, and in accordance with these regulations, the Company has elected to opt out of the requirement to appoint external directors and the related Companies Law rules. As a result, the institution of external directors has been eliminated, and the Company will instead comply with the director independence requirements and the composition requirements for the audit and compensation committees under U.S. law and applicable Nasdaq Listing Rules.

The purpose of this course of action is to enable the Company's directors to contribute their experience and to be actively involved in the decision-making processes of the Board committees. Had the Company continued with the external director mechanism, it would have been required under the ICL that a majority of the members of the compensation committee be external directors, and that the chairperson of each other committee of the Board be an external director. The Company intends to create diversity in its committees through the involvement of the directors being appointed at this Meeting. The Company will ensure that each committee is composed of a majority of independent directors, and following the approval of this matter and item 3, the Company will maintain a majority of independent directors (5 out of 7 directors) on its Board.

The exemptions from such Companies Law requirements will continue to be available to the Company so long as: (1) the Company does not have a controlling shareholder (as defined under the Companies Law), (2) the Company’s shares are traded on a U.S. stock exchange, and (3) the Company complies with the director independence and committee composition requirements under U.S. law and applicable Nasdaq rules.

At the Meeting, our shareholders are being asked to re-elect Mr. Amos Malka, Ms. Ronnie Meninger, Mr. Amir Harel and Mr. Igal Zamir (the Company's Chief Executive Officer and President) to serve as Directors of the Company each to hold office until our next Annual Meeting of Shareholders.

Each of Ms. Ronnie Meninger and Amir Harel qualifies as an “independent director” under the Nasdaq Listing Rules and complies with all requirements under the ICL for serving as a director. The other directors of the Company will continue to serve as directors in accordance with the terms of our Articles of Association and applicable law. The nomination of each of Mr. Amos Malka, Mr. Igal Zamir, Ms. Ronnie Meninger and Amir Harel has been approved by our nominating and governance committee and our Board of Directors.

Under the Companies Law, the affirmative vote of the holders of a majority of the voting power represented at the Meeting, in person or by proxy, entitled to vote and voting thereon, is required to re-elect each of the nominees named above.

Set forth below is information about each nominee, including age, position(s) held with the Company, principal occupation, business history and other directorships held.

Mr. Amos Malka (72) was elected as Chairman of our Board of Directors in June 2016. Mr. Malka is the founder and chairman of Spire Security Solutions Ltd., a security, intelligence and cyber security provider. From 2018 until 2022 Mr. Malka was the Chairman of the Board of Directors of Aitech Rugged Group Inc. From 2007 until 2015, Mr. Malka served as the chairman and CEO of Logic Industries Ltd. From 2007 until 2010, he also served as chairman of Plasan Sasa LTD., an armored vehicle manufacturer. From 2005 until 2007, he served as the chairman of Albar, a leading company in the Israeli automobile sector. From 2002 until 2005, Mr. Malka served as the CEO of Elul Technologies Ltd., Israel’s largest aerospace and defense business development and consulting company .Mr. Malka also serves on the boards of directors of Imagesat International and Delek Automotive System. Mr. Malka retired from the IDF in 2002 at the rank of Major General, after 31 years of service. He served as commander of the IDF Ground Forces Command, and later as Head of the Israeli Defense Intelligence, a post he held until his retirement in 2002. Mr. Malka holds B.A. in History from Tel Aviv University, Israel. He also graduated from the IDF Staff & Command College and its National Defense Academy.

Ms. Ronnie Meninger (68) joined TAT's Board of Directors as an independent director in November 2021. Ms. Meninger bring vast experience in industrial companies, having served as CEO of Chemada fine chemicals Ltd. And Algatechnologies Ltd. Among other managerial positions in various companies. She also serves on the boards of Kafrit, Albaad, OSG group and Maytronics. For the last 10 years she acts as a business consultant for companies and startups. Mrs. Meninger holds a BSc in Life Sciences and an MBA from the Hebrew University of Jerusalem.

Mr. Igal Zamir (60) joined TAT's Board of Directors on July 18, 2025. serves as the Company’s Chief Executive Officer and President since April 2016. Prior to joining the Company, from 2009 until 2013, Mr. Zamir served as President at Mapco Express, a wholly-owned subsidiary of Delek US Holdings Inc., a NYSE-listed company which owns and operates 370 convenient stores and gas stations in the southeastern region of the United States. Prior to Mapco Express, from 2006 until 2009, Mr. Zamir served as CEO of Metrolight, a provider of proprietary energy saving solutions in High Intensity Discharge (HID) lighting systems. From 1998 until 2004, Mr. Zamir served as CEO of Rostam, a leading provider of private label feminine hygiene products. Mr. Zamir holds a B.Sc. in Industrial Engineering from Tel Aviv University and an MBA from Bar-Ilan University. Mr. Zamir holds dual Israeli and American citizenship and resides in the United States.

Mr. Amir Harel (64) joined TAT's Board of Directors on July 18, 2025. served as the Chief Financial Officer of Planck Resolution Ltd. from 2020 to 2025. Prior to joining Planck, Mr. Harel served as the Chief Financial Officer of Tyto Care Ltd, from 2019 to 2020, as the Chief Financial Officer of Natural Intelligence Ltd. from 2016 to 2019, as the Chief Financial Officer of Logic Industries Ltd. from 2015 to 2016, as the Chief Financial Officer of Amiad Water Systems Ltd. from 2011 to 2015, as the Chief Financial Officer of InSightec Ltd. from 2005 to 2011, as the Chief Financial Officer of TransChip Inc. from 2004 to 2005, as the Chief Financial Officer of Tower Semiconductor Ltd. from 1998 to 2004, and as the Chief Financial Officer of Elbit Vision Systems Ltd. from 1994 to 1998. Mr. Harel holds a B.Sc. in Industrial Engineering and a Master in Industrial Management from the Technion – Israel Institute of Technology.

Board Diversity

We are dedicated to ensuring equality and diversity in our Company. Our Board of Directors has no specific policy on director diversity. However, the Board reviews diversity of viewpoints, background, experience, accomplishments, education and skills when evaluating nominees. In addition, Nasdaq’s recently adopted Board Diversity Rule is a disclosure standard designed to encourage a minimum board diversity objective for companies and provide stakeholders with consistent, comparable disclosures concerning a listed company’s current board composition. Since the Board Diversity Rule became effective in August 2022, a company that is a “foreign private issuer” (as defined in SEC rules) like TAT will be required to initially have, or explain why it does not have, at least one director who self-identifies as female, an underrepresented minority or LGBTQ+. Our current board composition follows these requirements. Each term used above and, in the matrix, below has the meaning given to it in Nasdaq Listing Rule 5605(f). The matrix below provides certain highlights of the composition of our Board members based on self-identification.

Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	6

As of December 31, 2024 Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	4
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

As of September 29, 2025 Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	5
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Attached as Appendix A are the declarations according to the Companies Law of Mr. Amos Malka, Ms. Ronnie Meninger Mr. Amir Harel and Mr. Igal Zamir.

Each of the director nominees has certified to the Company that he or she complies with all requirements under the Companies Law for serving as a director.

It is therefore proposed that at the Meeting the shareholders adopt the following resolution:

“RESOLVED, TO APPROVE THE RE-ELECTION OF EACH OF MR. AMOS MALKA, MS. RONNIE MENINGER, MR. AMIR HAREL, MR. IGAL ZAMIR (THE COMPANY'S CHIEF EXECUTIVE OFFICER AND PRESIDENT), TO SERVE AS DIRECTORS OF THE COMPANY, EACH TO HOLD OFFICE UNTIL OUR NEXT ANNUAL MEETING OF SHAREHOLDERS”.

ITEM 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, AND MS. SAGIT MANOR.

Further to the discussion in Item 2 regarding changes to the composition of the Board of Directors following the Company’s transition to a company without a controlling shareholder, as of the date hereof (and prior to the Meeting), the Company’s Board of Directors is composed of 6 directors, and subject to the approval of the Meeting, will be composed of 7 members. Directors are elected at each annual meeting of shareholders, and all members of the Board of Directors are eligible for re-election upon completion of their term of office.

At the Meeting, our shareholders are being asked to approve the initial election of Mr. Eitan Oppenheim, and Ms. Sagit Manor to serve as directors of the Company, each to hold office until our next Annual General Meeting of Shareholders.

The compensation terms for the newly appointed directors as well as Mr. Amir Harel will be as set forth in Item 4 on the agenda. The vote on the compensation terms for the directors will be held separately under Item 4 of the agenda.

All of the proposed directors possess accounting and financial expertise as defined under the ICL.

In addition, all of the proposed directors will be entitled to directors’ and officers’ liability insurance and to an indemnification and exculpation letter, as is customary for office holders in the Company and in accordance with the Company’s compensation policy.

All of the proposed directors (Mr. Eitan Oppenheim, and Ms. Sagit Manor) qualify as “independent directors” under the Nasdaq Listing Rules and comply with all requirements under the ICL for serving as a director. The nomination of each of these directors has been approved by our nominating and governance committee and our Board of Directors.

The following table sets forth the Proposed Directors for Election and Re-Election, Citizenship, Independent and Eligibility for New Directors Compensation:

Director

Name

Type of

Appointment

US Citizenship

Independent(1)

New

Compensation(2)

1	Amos Malka	Re-election	No	No	No- maintains current terms (3)
2	Ronnie Meninger	Re-election	No	Yes	No - maintains current terms (3)
3	Amir Harel	Re-election	No	Yes	Yes - per Item 4 on the meeting agenda
4	Igal Zamir (CEO & President)	Re-election	Yes - dual Israeli/American	No	No - maintains current terms (3)

Director

Name

Type of

Appointment

US Citizenship

Independent(1)

New

Compensation(2)

5	Eitan Oppenheim	Initial election	No	Yes	Yes - per Item 4 on the meeting agenda
6	Sagit Manor	Initial election	Yes - dual Israeli/American	Yes	Yes - per Item 4 on the meeting agenda
7	Moti Glick	N.A.(4)	No	Yes	No - maintains current terms (3)

(1) Under the corporate governance rules of The NASDAQ Stock Market.

(2) In addition, all directors are entitled to directors’ and officers’ liability insurance and to an indemnification and exculpation letter, as is customary in the Company and in accordance with the Company’s compensation policy.

(3) See Item 6.B. to TAT’s Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024.

(4) Currently serving as External Director under Israeli Companies Law until Tat’s 2026 Annual Meeting of Shareholders.

Set forth below is information about each nominee, including age, position(s) held with the Company, principal occupation, business history and other directorships held.

Mr. Eitan Oppenheim (60) is proposed for election as a director of TAT Technologies Ltd. at this Meeting. Mr. Oppenheim currently serves as executive chairman of the board of Nova Ltd. (NVMI/NVMI.TA), a position he has held since March 2023, after previously serving as a member of Nova’s board since October 2019. From July 2013 to March 2023, Mr. Oppenheim served as President and Chief Executive Officer of Nova Ltd., and prior to that as Executive Vice President Global Business Group since November 2010. Between 2009 and 2010, he was Vice President and Europe General Manager of Alvarion Ltd., a Nasdaq-listed public company. From 2007 to 2009, Mr. Oppenheim served as Vice President of Sales and Marketing at OptimalTest Ltd. Previously, from 2002 to 2006, he was Vice President – Business Manager of the Flat Panel Displays division at Orbotech Ltd., a Nasdaq-listed public company. From 2001 to 2002, he served as Managing Director of Asia Pacific at TTI Telecom International, a leading provider of assurance, analytics and optimization solutions to communications service providers worldwide. From 1994 to 2001, Mr. Oppenheim held several key executive positions at Comverse Network Systems Ltd., also a Nasdaq-listed public company. Mr. Oppenheim holds a B.A. in Economics from the University of Haifa, Israel, and an M.B.A. from Ben-Gurion University of the Negev, Israel.

Ms. Sagit Manor (53) is proposed for election as a director of TAT Technologies Ltd. at this Meeting. Ms. Manor currently serves as the Chief Financial Officer of Nayax Ltd. (NASDAQ/TASE: NYAX), a position she has held since 2021. Prior to joining Nayax Ltd., she served for four years as Chief Executive Officer and Chief Financial Officer of Nyotron, an information-security company. Earlier, she served as Vice President of Finance and Chief Financial Officer of Verifone, Inc., a financial technology manufacturing company. Ms. Manor also serves as a director of Tigo Energy Inc. (Nasdaq: TYGO). She is a Certified Public Accountant and holds a Bachelor of Arts degree in Business and Accounting from the College of Management Academic Studies in Rishon LeZion, Israel. Ms. Manor holds dual Israeli and American citizenship and resides in the United States.

Attached as Appendix A are the declarations according to the Companies Law of Mr. Eitan Oppenheim, and Ms. Sagit Manor.

Each of the director nominees has certified to the Company that he or she complies with all requirements under the Companies Law for serving as a director.

It is therefore proposed that at the Meeting the shareholders adopt the following resolution:

“RESOLVED, TO APPROVE 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, AND MS. SAGIT MANOR”.

ITEM 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.

The ICL requires that the terms of service and employment of a director be approved by the company’s compensation committee, the Board of Directors and the shareholders of the company, except in the limited circumstances set forth in the ICL.

Following the Company’s recent transition into a company without a controlling shareholder, the Board of Directors is undergoing a significant change in its composition. The Company is moving from a small board focused primarily on governance and accounting expertise to a board comprised of senior executives from the business sector, including chairpersons, CEOs, CFOs, capital market professionals, and M&A experts, all with decades of experience in international and dual-listed public companies. This change is intended to support the Company’s continued growth and to better reflect its global operations and shareholder base. In light of these changes, it is proposed to approve a revised compensation structure for directors that is aligned with the new composition and international standards. The Company's intention is to appoint directors from the U.S. market, and the proposed compensation model is designed to be consistent with the compensation such directors typically receive in other Nasdaq-listed companies where they serve.

It should be noted that the Company’s current compensation policy does not provide for this type of compensation for directors. Therefore, the approval of this agenda item is proposed as an exception to the Company’s compensation policy.

TAT believes that the granting of cash and equity compensation to Mr. Amir Harel, Mr. Eitan Oppenheim, and Ms. Sagit Manor as members of the Company’s Board of Directors (the “Eligible Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company.

The proposed compensation terms for the Eligible Directors include an annual cash retainer of $40,000 per board member, with additional annual fees for committee roles as follows: $16,000 for serving as Chair of the Audit Committee, $12,000 for Chair of the Compensation Committee, $8,000 for Chair of the Nomination/Governance Committee, and $12,000 for Chair of the M&A/Investment Committee. Members of these committees will receive $8,000 for the Audit Committee, $6,000 for the Compensation Committee, $4,000 for the Nomination/Governance Committee, and $6,000 for the M&A/Investment Committee. A “typical director” (serving as Board Member Retainer, Chair of the Compensation Committee, and Member of the Audit Committee) would receive total annual cash compensation of $60,000.

For each Eligible Director the cash retainer will be paid in two semi-annual payment. Each payment will be made no later than 30 days following the end of such semi-annual period. For clarity, an Eligible Director who has served during only a portion of the relevant semi-annual period will receive a prorated payment of the semi-annual payment of the applicable retainer(s), calculated based on the number of days during such Eligible Director has served in the relevant capacities.

There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board.

In addition the proposed compensation terms will include a grant of Restricted Stock Units (“RSUs”) to each Eligible Director, representing an annual grant value of $80,000 on the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (rounded to the nearest whole Share). The number of RSUs to be granted is based on the fair market value of the Company’s shares on the date of grant, in accordance with the Company’s Incentive plan ("The Plan") and subject to the approval of the shareholders at this Meeting.

The RSUs will vest in will vest as to 100% of the RSU immediately prior to the Annual Meeting following the grant of such Annual Award, provided that the director continues to serve as a director on each applicable vesting date. If a director ceases to serve prior to the end of the vesting period, any unvested RSUs will be forfeited, unless otherwise determined in accordance with the plan. Upon vesting, each RSU entitles the director to receive one ordinary share of the Company. No shares will be issued to the director at the time of grant, and shares will only be delivered upon vesting and settlement of the RSUs. The RSUs and any shares issued upon settlement may be subject to additional restrictions, including transfer restrictions, as set forth in the Plan and the award agreement. The RSUs represent an unfunded and unsecured right to receive shares, and do not confer any shareholder rights prior to settlement.

Each Eligible Directors will be solely responsible for any tax obligations incurred by such Eligible Directors as a result of the compensation such Eligible Directors receives under this compensation terms.

No Eligible Director may be granted, in any Fiscal Year, equity awards (including any Awards granted under the Plan) with values (based on their grant date fair value determined in accordance with U.S. GAAP), and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in any Fiscal Year, in the aggregate, exceed $168,000.

For details regarding the Company’s Incentive plan, see Item 6 and Appendix C.

Compensation Committee and Board Considerations

When discussing the proposed resolution, the Compensation Committee and the Board of Directors, inter alia, took into consideration:

Alignment with Market Standards and Director Profile – The directors subject to this compensation approval bring extensive international business experience and seniority and are accustomed to compensation levels, including equity-based components, that are standard in global markets for directors of similar caliber. The proposed structure is designed to attract and retain such high-quality directors.

Shareholder Composition and International Expectations - Following the recent capital raising, the Company’s shareholder base is now balanced between Israeli and American institutional investors. Feedback from U.S. institutional shareholders emphasized the importance of director compensation structures that address U.S. tax considerations and are aligned with U.S. market practices. The proposed model is consistent with these expectations and is designed to maintain investor confidence and support the Company’s share price and growth.

Global Operations and Benchmarking - Although the Company is incorporated in Israel, a large part of its employees and management are based in the United States, and American shareholders play an increasingly significant role. The proposed compensation model is consistent with ISS guidelines and falls within the mid-range of international benchmarks. The Company has also received a benchmark analysis from Pay Governance, which is attached as Appendix B to this notice.

The proposed compensation for the directors constitutes an exception to the Company’s current compensation policy as the current compensation policy does not address the type of compensation for directors. The Company intends to update its compensation policy in the future, to reflect, among other matters, the proposed change in compensation.

The proposed compensation is appropriate, reasonable, and in the best interests of the Company.

All of the proposed directors will also be entitled to directors’ and officers’ liability insurance and to an indemnification and exculpation letter, as is customary for office holders in the Company and in accordance with the Company’s compensation policy.

It is therefore proposed that at the Meeting the shareholders adopt the following resolution:

“RESOLVED, 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”.

ITEM 5: APPROVAL OF THE GRANT OF A SPECIAL BONUS FOR THE COMPANY'S CHIEF FINANCIAL OFFICER, MR. EHUD BEN YAIR

The Companies Law requires that the terms of service and employment of a company’s officer reporting to the chief executive officer be approved by the company’s compensation committee, the board of directors and if the terms exceed the provisions of the Company’s compensation policy the compensation committee, board of directors and shareholders of the Company may, in special cases, approve a compensation terms, as set forth in Section 272(c)(2) or (2) of the Companies Law.

Mr. Ehud Ben-Yair was appointed as TAT's Chief Financial Officer in May 2018. Prior to joining TAT, Mr. Ben- Yair served as the Chief Financial Officer of SHL Telemedicine, a public company traded on the Swiss stock exchange (SIX- SHLTN) engaging in the field of digital health. Between 2012-2016, Mr. Ben Yair has served as the Chief Financial Officer of Opgal Optronics, a subsidiary of Elbit Systems (NASDAQ – ESLT), a company developing and manufacturing thermal imaging cameras for military and civilian aerospace markets. Prior to that, Mr. Ben- Yair has served for 8 years as the Chief Financial Officer of Orad Hi-Tech Systems, a public company traded on the AIM and German stock exchange (OHT), a company developing, manufacturing and selling proprietary hardware to TV stations and broadcasters. Mr. Ben Yair is a Certified Public Accountant and holds a B.A. in Economics and Accounting from the Ben-Gurion University in Israel.

It is proposed to approve the grant of an additional bonus to Mr. Ehud Ben-Yair, in an amount equal to four monthly salaries, also as an exception to the Company’s compensation policy, in recognition of his exceptional performance and critical role in the Company’s 2025 second quarter successful comprehensive public offering. The offering included shares issued by the Company and shares sold by existing shareholders (FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership). Mr. Ben-Yair’s leadership, including his extensive involvement in investor presentations, due diligence coordination, and financial planning, was instrumental to its successful completion.

It should be noted that, in accordance with the Company’s compensation policy, the total amount of bonuses that may be granted to Mr. Ben-Yair shall not exceed seven monthly salaries.

It is proposed that the shareholders of the Company approve an additional four-month salary one-time special bonus for Mr. Ben-Yair in a total amount of $110,000 U.S. dollars in excess to the current compensation policy cap of seven month salary. This bonus exceeds the current compensation policy and is intended to recognize his exceptional efforts in driving the success of this important milestone.

It should be clarified that, based on the expected results for 2025, Mr. Ben-Yair may receive a bonus up to the maximum cap set forth in the Company’s compensation policy.

Information Regarding Mr. Ben-Yair, CFO compensation for the year ended December 31, 2024 (Amounts in Thousands of US$)(1):

Name and Principal Position(2)	Base Salary	Benefits and Perquisites(3)	Variable Compensation(4)	Equity-Based Compensation(5)	Total
Ehud Ben-Yair, CFO	324	76	209	96	705

(1) All amounts reported in the table are in terms of cost and are presented in U.S. dollars.

(2) Cash compensation amounts denominated in currencies other than U.S. dollar were converted into U.S. dollars at the average conversion rate for the year ended December 31, 2024.

(3) Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent applicable to each executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or car allowance, medical insurance and benefits, risk insurance (e.g., life, disability, accident), convalescence pay, payments for social security, tax gross-up payments and other benefits and perquisites consistent with our guidelines.

(4) Amounts reported in this column refer to variable compensation mainly bonus payments according to the company's incentive plan and were paid during 2024 in respect of performance related to fiscal year 2023 results and special bonus for the private placements was paid in 2024. These amounts do not include performance related to fiscal year 2024 and bonus payments made in 2024 for the fiscal year 2022.

(5) Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2024 in connection with equity-based compensation granted to the Covered Executive.

Proforma Information Regarding Mr. Ben-Yair, CFO compensation for the year ended December 31, 2025 (Amounts in Thousands of US$)(1):

Name and Principal Position	Base Salary	Benefits and Perquisites(2)	Variable Compensation(3)	Equity-Based Compensation(4)	Total
Ehud Ben-Yair, CFO	330	71.45	192.5	120.24	714.2

(1) All amounts reported in the table are in terms of cost.

(2) Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent applicable to each executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or car allowance, medical insurance and benefits, risk insurance (e.g., life, disability, accident), convalescence pay, payments for social security, tax gross-up payments and other benefits and perquisites which are consistent with our guidelines. The amounts included in this column do not include the global expense reimbursement. Mr. Ehud Ben-Yair’s relocation entitled him a customary global relocation expense reimbursement which shall not exceed $30,000 annually.

(3) Amounts reported in this column refer to variable compensation, mainly bonus payments, under the Company’s incentive plan, as the Company expects will be reflected in its financial statements for the year ending December 31, 2025. The amounts was paid during 2025 in respect of performance related to fiscal year 2024 results and includes the $55K special approval. These amounts do not include the proposed grant payment equal to four (4) monthly base salaries, which is subject to shareholder approval.

(4) Amounts reported in this column represent the expense that the Company expects to record in its financial statements for the year ending December 31, 2025, in connection with equity-based compensation granted to the Covered Executive.

Compensation Committee and Board Considerations

When discussing the proposed resolution, the Compensation Committee and the Board of Directors, inter alia, took into consideration:

The benefit inherent in the proposed resolution is expected to further enhance the motivation of the CFO to continue promoting the Company’s business activities for the benefit of the Company and its shareholders, especially in light of his central and proactive role in leading the several successful fundraising process which raised $45.4 million, managing all related financial aspects with exceptional dedication and professionalism.

Granting an additional special bonus equal to four monthly salaries to Mr. Ehud Ben-Yair, the Company’s Chief Financial Officer, is reasonable and appropriate, aligned with market conditions and intended to support the Company’s objectives, work plan, and policies, while further aligning the CFO’s interests with those of the Company’s shareholders. The bonus is intended to recognize Mr. Ben-Yair’s extraordinary efforts in successfully coordinating and completing the Company’s 2025 second quarter successful comprehensive public offering, overcoming significant market challenges in a volatile economic environment, and ensuring the achievement of the Company’s strategic goals, all while continuing to oversee the Company’s ongoing financial operations with excellence. This bonus grant was thoroughly reviewed and approved by the Compensation Committee and Board of Directors as an exception to the compensation policy, in accordance with Section 272(c)(2) of the Companies Law.

The additional special bonus serves as an important retention tool for a key executive who has demonstrated consistent and significant performance since joining the Company in 2018. His leadership and commitment during the fundraising process were critical to its success and to the Company’s financial stability. His leadership in managing investor relations and financial planning were critical to securing favorable terms that enhanced shareholder value while maintaining prudent leverage ratios.

The cost of the additional four-month salary bonus is justified in light of the significant financial benefits achieved as a result of the successful fundraising completed in June 2025 and the Company's overall performance. The Board of Directors and the Compensation Committee further notes that Mr. Ben-Yair'’s ongoing contribution to the Company’s financial management and growth continues to provide substantial value to the Company.

The additional special bonus constitutes an exception to the Company’s current compensation policy.

The additional special bonus is appropriate, reasonable, and in the best interests of the Company, and is not expected to have an adverse effect on labor relations within the Company.

Therefore, our Compensation Committee and our Board of Directors recommend that our shareholders vote “FOR" this resolution.

It is therefore proposed that at the Meeting the shareholders adopt the following resolution:

“RESOLVED, TO APPROVE THE GRANT OF A SPECIAL BONUSE EQUIVALENT TO TWO MONTHLY SALARIES FOR MR. EHUD BEN-YAIR, THE CHIEF FINANCIAL OFFICER OF TAT, AS AN EXCEPTION TO THE COMPANY'S COMPENSATION POLICY.

ITEM 6: APPROVAL OF THE AMENDED AND RESTATED COMPANY'S 2012 AND 2022 STOCK OPTION PLANS.

As of this date, the Company has two existing Stock Option Plans: the 2012 Stock Option Plan and the 2022 Stock Option Plan. Both plans were filed as Exhibits to the Company's Registration Statements on Form S-8 with the Securities and Exchange Commission. The 2012 Stock Option Plan was filed as an Exhibit to the Registration Statement on Form S-8 (File No. 333-189758) on July 2 2013, and was most recently amended on November 13 2018 (File No. 333-228345). The 2022 Stock Option Plan was filed as an Exhibit to the Registrant's Registration Statement on Form S-8 (File No. 333-268906) on December 20, 2022, and was most recently amended on April 23, 2025 (File No. 333-286702).

It is proposed that the Company's shareholders approve the amended and restated versions of both the 2012 Stock Option Plan and the 2022 Stock Option Plan (together, the "Amended and Restated Incentive Plans"). Each of these plans has been updated and expanded to reflect the broadened scope of equity-based awards that may now be granted under the plans. Accordingly, the plans, previously known as the 2012 Stock Option Plan and the 2022 Stock Option Plan, have been renamed the 2012 Incentive Plan and the 2022 Incentive Plan, respectively, to reflect this broader scope.The proposed amendments are presented further to Resolution No. 4 regarding the proposed compensation for the new directors of the Company.

These amendments are intended to provide the Company with greater flexibility in structuring equity-based compensation, to better align the plans with current market practices and the evolving needs of the Company, and to support the Company’s ability to attract, retain and incentivize key employees, officers, directors and consultants.

The proposed amendments do not increase the total number of Ordinary Shares available for issuance under either plan. Additionally, under the proposed amendments to the 2012 Incentive Plan, the approval mechanism for changes to the plan is also being revised so that shareholder approval will no longer be required. instead, approvals will be made in accordance with the ICL.

The proposed Amended and Restated 2012 Incentive Plan and the Amended and Restated 2022 Incentive Plan, marked to show the proposed changes from the existing plans, are attached as Appendix C hereto.

Our Board of Directors recommends that you vote “FOR" this resolution.

It is therefore proposed that at the Meeting the shareholders adopt the following resolution:

"RESOLVED, TO APPROVE THE AMENDED AND RESTATED COMPANY'S 2012 INCENTIVE PLAN AND 2022 INCENTIVE PLAN IN THE FORMS ATTACHED AS APPENDIX C HERETO".

ITEM 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.

Currently, The Company's authorized share capital consists of 15,000,000 Ordinary Shares with no par value per share.

In the Company’s view, including consideration of the currently exercisable options, the Company’s size, and in order to address the business and financial needs of the Company, including its ongoing business operations, the Company’s shareholders are requested to approve the increase of the registered share capital.

It is therefore proposed that the General Meeting of shareholders approve an amendment to the Company's Articles of Association to increase the authorized share capital of the Company by an additional 4,000,000 Ordinary Shares, bringing the total authorized share capital to 19,000,000 Ordinary Shares.

In addition, it is proposed to amend the Company’s Articles of Association to remove the provision requiring the appointment of external directors to the Board of Directors, as the Company has become a company without a controlling shareholder and, in accordance with the Companies Regulations (Reliefs for Companies whose Securities are Listed for Trading on a Stock Exchange Outside of Israel), 2000, is no longer subject to this requirement.

A marked-up version of the relevant section of the Articles of Association, showing the proposed changes compared to the current version, is attached as Appendix D hereto.

It is therefore proposed that at the Meeting the shareholders adopt the following resolution:

"RESOLVED, TO APPROVE 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." The Management knows of no other business to be acted upon at the Meeting.

OTHER BUSINESS

However, if any other business properly comes before the Meeting, the persons named in the enclosed proxy will vote upon such matters in accordance with their best judgment.

By the Order of the Board of Directors,

/s/ Ehud Ben-Yair, CFO

Dated: September 29, 2025

APPENDIX A

DECLARATIONS

Director Eligibility Declaration

Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of the Companies Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")

Date of appointment:

The date of the Annual General meeting of Shareholders

Name of Candidate	Amos		Malka
	First name		Surname

Name in English	Amos	Malka
(according to passport)	First name	Surname

ID No. 051760007

Date of birth:	24/01/1953	Nationality:	Israel

My address:	Shaul Hamelech		Tel-Aviv		6473301
	Street		Town		Zip code

Declarations

I hereby confirm my consent to serve as a director in the Company.

I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's special needs and its size, as required by the Law.

My qualifications were presented to the Company. For more information please see the most recent Form 20-F, which includes a updated description of my academic degrees, as well as previous experience relevant for the evaluation of my suitability to serve as a director.

I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:

I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.

My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.

I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my conviction of the following offences and considering, inter alia, the circumstances under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision:

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Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.

Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.

I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision.

No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed.

If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company.

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For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of the date hereof in the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1

☐ Eligible to serve as a Director with accounting and financial expertise;

☒ Eligible to serve as a Professionally Eligible Director;

☐ None of the above;

For the purpose of considering whether you are an independent director, I declare as follows2:

☒ I am not a relative of the Company's controlling person.

☒ At the time of the appointment or during the preceding two years I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to anyone holding the controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;

For the purpose of the declaration pursuant to this Section E:

"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director appointed to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and other than serving as a director in a company prior to being classified as an independent director;

"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling person.

"Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the aforesaid.

Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no business or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any consideration in addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors), 5760-2000, directly or indirectly, due to serving as a director in the Company.

___________________________

1 Please tick all relevant boxes.

2 Please tick all relevant boxes.

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I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my appointment or tenure as Independent Director.

☒ My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.

☒ I do not serve as a director in another company in which any of the Company's directors serves as an independent director3.

☒ I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.

☐ I do not serve as a director in the Company for more nine consecutive years.

For the purpose of the declaration pursuant to this Section E:

The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.

For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.

☒ I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".

My holdings of Securities of the Company, its Held Company4, if its activity is material for the Company's activity, are as follows: None

I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.

Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: I was elected as the Chairman of the Board of Directors in June 2016.

Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No

After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.

In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance with the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.

10/9/2025

Date

/s/ Amos Malka

Signature

___________________________

3 Including an External Director.

4 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method.

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Director Eligibility Declaration

Date of appointment:

the date of the Annual General meeting of Shareholders

Name of Candidate	Igal		Zamir
	First name		Surname

Name in English	Igal	Zamir
(according to passport)	First name	Surname

ID No. 022128136

Date of birth:	18/11/1965	Nationality:	Israel

My address:	5925 Creola Road		Charlotte, NC USA		28270
	Street		Town		Zip code

Declarations

I hereby confirm my consent to serve as a director in the Company.

My qualifications were presented to the Company. For more information please see the Proxy Statement for the Annual General Meeting, which includes a updated description of my academic degrees, as well as previous experience relevant for the evaluation of my suitability to serve as a director.

I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:

I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.

My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.

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Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.

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☒ Eligible to serve as a Director with accounting and financial expertise;

☐ Eligible to serve as a Professionally Eligible Director;

☐ None of the above;

My holdings of Securities of the Company, its Held Company2, if its activity is material for the Company's activity, are as follows: none

Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: I am the Company' CEO.

Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: no

30/8/2025

Date

/s/ Igal Zamir

Signature

_____________________________

1 Please tick all relevant boxes.

2 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method.

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Director Eligibility Declaration

The undersigned, a candidate to serve as an Independent Director (within the meaning of Israel’s Companies Law, 5759-1999 (the “Law”)) and/or an External Director (within the meaning of the Law) and/or a nominee for the position of Independent Director and/or External Director of TAT Technologies Ltd., an Israeli company whose shares are traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange Ltd. (the “Company”), hereby confirms as follows:

Date of appointment:

As of the date of approval by the Shareholders' Meeting

Name of Candidate	Ronnie		Meninger
	First name		Surname

Name in English	Ronnie	Meninger
(according to passport)	First name	Surname

ID No. 54484860

Date of birth:	September 28, 1956	Nationality:	Israeli

My address:	21 Habesor St.	Meita	85025
	Street	Town	Zip code

Gender Identity:	Female

Declarations

I hereby confirm my consent to serve as a director in the Company.

I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:

I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.

My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.

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Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.

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☒ Eligible to serve as a Director with accounting and financial expertise;

☐ Eligible to serve as a Professionally Eligible Director;

☐ None of the above;

I am a citizen of Israel and a resident of Israel. (Please indicate all citizenships and residencies.)

For the purpose of considering whether you are an independent director according to the Nasdaq rules, I declare as follows:

I am not a relative (as defined below) of a controlling shareholder of the Company, and neither I nor any of my relatives, partners, employers, supervisors or entities under my control, have or had since January 1, 2022 any affiliation (as defined below) with the Company or with a controlling shareholder of the Company or relatives of a controlling shareholder of the Company, or with the Chairman of the Company’s Board of Directors, Chief Executive Officer or Chief Financial Officer or with a shareholder holding 5% or more of the Company’s outstanding share capital or voting power.

For purposes of this Certification, a “relative” shall mean a spouse, sibling, parent, grandparent or descendent, or a spouse’s descendant, sibling or parent or the spouse of any of the foregoing; and the term “affiliation” shall mean (i) an employment relationship, (ii) a business or professional relationship maintained on a regular basis, (iii) control, or (iv) service as an office holder.

Since January 1, 2022, neither I nor any of my family members, partners (if any), employers (if any), or corporations which are owned by me (if any), have had an employment relationship, any kind of business relationship, or served as an office holder of the Company (other than a director) or any parent or subsidiary of the Company, or any controlling shareholder of the Company or affiliate thereof;

Since January 1, 2022, neither I nor any person who is my family member has accepted any compensation in excess of $120,000 from the Company or any subsidiary of the Company during any 12 consecutive month period, other than as director fee;

Neither I nor any person who is my family member is a partner in, or controlling shareholder or executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services since January 1, 2022, that exceed the greater of (a) 5% of the recipient’s consolidated gross revenues for that year or (b) $200,000;

___________________________

1 Please tick all relevant boxes.

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Neither I nor any person who is my family member is employed as an executive officer of another entity where at any time since January 1, 2022, any of the executive officers of the Company serve or served on the compensation committee of such other entity;

Neither I nor any person who is my family member is a current partner, or was a former partner or employee, of Kesselman & Kesselman (a member of PwC Global) who worked on the Company’s audit during the past three years.

For the purposes of this section F:

(i)

“Family member” shall mean a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

(ii)

“Executive officer” shall mean a president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a significant policy-making function, or any other person who performs similar policy-making functions for the Company. Officers of the Company’s parent(s) or subsidiaries should be considered officers of the Company if they perform such policy-making functions for the Company.

For the purpose of considering whether you are an independent director, I declare as follows2:

☒ I am not a relative of the Company's controlling person.

For the purpose of the declaration pursuant to this Section E:

"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling person.

___________________________

2 Please tick all relevant boxes.

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"Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the aforesaid.

☒ My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.

☒ I do not serve as a director in another company in which any of the Company's directors serves as an independent director3.

☒ I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.

☒ I do not serve as a director in the Company for more nine consecutive years.

For the purpose of the declaration pursuant to this Section E:

The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.

For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.

☐ I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".

My holdings of Securities of the Company, its Held Company4, if its activity is material for the Company's activity ,are as follows: NONE

___________________________

3 Including an External Director.

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Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: NONE

Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: NONE

10/9/2025

Date

/s/ Ronnie Meninger

Signature

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Director Eligibility Declaration

Date of appointment:

As of the date of approval by the Shareholders' Meeting

Name of Candidate	Amir		Harel
	First name		Surname

Name in English	Amir	Harel
(according to passport)	First name	Surname

ID No. 057306136

Date of birth:	10/8/1961	Nationality:	Israeli

My address:	6 Hatzolelet Dakar st	haifa	3486211
	Street	Town	Zip code

Gender Identity:	Male

Declarations

I hereby confirm my consent to serve as a director in the Company.

I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:

I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.

My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.

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Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.

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☒ Eligible to serve as a Director with accounting and financial expertise;

☒ Eligible to serve as a Professionally Eligible Director;

☐ None of the above;

I am a citizen of Israel and a resident of Israel. (Please indicate all citizenships and residencies.)

For the purpose of considering whether you are an independent director according to the Nasdaq rules, I declare as follows:

_________________________

1 Please tick all relevant boxes.

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For the purposes of this section F:

(i)

“Family member” shall mean a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

(ii)

For the purpose of considering whether you are an independent director, I declare as follows2:

☒ I am not a relative of the Company's controlling person.

For the purpose of the declaration pursuant to this Section E:

"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling person.

_________________________

2 Please tick all relevant boxes.

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