EX-99.1 2 tm2530067d2_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

FREIGHTOS LIMITED
(“Freightos” or the “Company”)

Planta 10, Avda. Diagonal, 211

Barcelona, Spain 08018

NOTICE OF 2025 ANNUAL GENERAL MEETING

(the “Meeting”)

Time and Date of Meeting		4:00 p.m. local (Israel) time/9:00 a.m. Eastern Standard Time on Monday, December 15, 2025

Place of Meeting		HaRakevet St. 13 Modi'in, Israel 7179603
*(in-person attendance)*		Modi'in, Israel 7179603

(virtual or telephonic attendance- may submit questions, but not vote)		https://www.cstproxy.com/freightos/2025. Log into the virtual site by using the control number included in your proxy materials; or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: 2014748#

Items of Business	(1)	Election of each of Rotem Hershko, Udo Lange and Michael Schaecher, to the Company’s Board of Directors (the “Board of Directors”), each to serve as a Class II director of the Company until the third succeeding annual general meeting of the Company and until the due election of his successor.

	(2)	Ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global, as the Company’s independent public accountants, to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of the Company, and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the Audit Committee of the Board of Directors to do so.

		In addition to the foregoing formal proposals that require a vote at the Meeting, the Board of Directors will present its annual report on the management of the business of the Company for the year ended December 31, 2024, and the Company’s Consolidated Statements of Financial Position as of, and related Consolidated Statements of Profit or Loss and Other Comprehensive Loss and Cash Flows for the year ended, December 31, 2024.

Purpose of Agenda Items		The purpose behind Proposals 1 and 2 is to approve various matters that are required to be approved annually—at our annual general meeting—under our amended and restated articles of association.

Board Recommendation		Our Board of Directors unanimously recommends a vote “FOR” each of the proposals.

Record Date		You are entitled to notice of, and to vote at, the Meeting if you held an ordinary share of Freightos as of the close of business on Friday, November 7, 2025.

Additional Proxy Materials		The proposals and details with respect to the Meeting are described more fully in the attached proxy statement, which we are sending (together with this notice and a proxy card or voting instruction form) to our shareholders and which we urge you to read in its entirety. Copies of this notice, the attached proxy statement and the related proxy card are also being furnished to the U.S. Securities and Exchange Commission (the “SEC”), in a Report of Foreign Private Issuer on Form 6-K, which you may obtain for free from the SEC’s website at www.sec.gov or at our Company’s website, https://www.freightos.com/investors/.

Quorum Requirement		No action may be taken at the Meeting unless a quorum, consisting of the holders of at least a majority of the Company’s outstanding ordinary shares, par value US$0.00001 each (“ordinary shares”), are present in person or by proxy. If a quorum is not present at the Meeting within half an hour from the time designated for the Meeting to begin, the chairman of the Meeting will adjourn the Meeting for one week, to December 22, 2025, at the same time and same place at which the Meeting is held, at which time resolutions may be adopted with respect to any matter stated in this notice of the original Meeting. If a quorum is not present at the adjourned Meeting within half an hour from the time designated for it to begin, those shareholders present will be deemed to constitute a quorum and action may be taken on any and all matters on the agenda.

Required Vote		Approval of each of the proposals at the Meeting (including election of each individual director nominee) requires the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the Meeting with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for those proposals, but the ordinary shares represented thereby are considered present for purposes of the quorum requirement.

Means of Voting		The vote of all of the Company’s shareholders is important regardless of whether or not any particular shareholder attends the Meeting. Accordingly, we urge you to read the attached proxy statement and vote your ordinary shares promptly, regardless of the number of ordinary shares you own. You may vote the ordinary shares that you own directly (i.e., as a record shareholder) via proxy, by signing and returning the form of proxy in the enclosed envelope. You may revoke your proxy at any time before it is voted, and you may attend the Meeting and vote in person even if you have previously signed a proxy. As an alternative to voting via proxy, you may vote the ordinary shares that you own directly in person by attending the Meeting. If your ordinary shares are held in street name on Nasdaq (i.e., ordinary shares that are held through a bank, broker or other nominee), you may instruct the nominee as to how you want your ordinary shares voted, including via the internet (at www.proxyvote.com), if so indicated on your voting instruction form. Specific instructions as to how to vote are set forth on the enclosed voting instruction form provided by your bank, broker, or nominee. If voting via proxy or submitting voting instructions via a voting instruction form or via the internet,, your vote or voting instructions (as applicable) must be received by 11:59 p.m., Eastern time on December 14, 2025 in order to be counted towards the tally of votes on the proposals at the Meeting.

Attendance at Meeting (in person)

If you are a shareholder holding ordinary shares as of the record date for the Meeting (November 7, 2025) and desire to attend the Meeting in person, if a record shareholder, please provide at the Meeting the name under which your ordinary shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares). If you hold your ordinary shares in “street name” (through a bank or broker), please bring to the Meeting the required proof of ownership described for attendance at the Meeting, namely: a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting, along with an account statement or other proof that shows that you owned your shares as of the record date for the Meeting.

(virtual or telephonic attendance)

https://www.cstproxy.com/freightos/2025. Log into the virtual site by using the control number included in your proxy materials, or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: 2014748#. You may submit questions, but not vote, while attending the Meeting virtually or telephonically.

By Order of the Board of Directors,

/s/ Udo Lange
Chairman of the Board

November 6, 2025

This Notice of Annual General Meeting of Shareholders was

first published by the Company on November 6, 2025.

TABLE OF CONTENTS

		Page
Questions and Answers About the Annual General Meeting and the Proposals		1
Beneficial Ownership of Ordinary Shares by Certain Beneficial Owners		6
Proposal 1. Re-Election and Initial Election of Nominees to Serve as Class II Directors		8
Proposal 2. Ratification of Reappointment of Auditors		14
Presentation of Annual Report and Review of 2024 Annual Financial Statements		16
Additional Information		16
Other Matters		16

FREIGHTOS LIMITED

Planta 10, Avda. Diagonal, 211

Barcelona, Spain 08018

PROXY STATEMENT FOR 2025 ANNUAL GENERAL MEETING

TO BE HELD ON DECEMBER 15, 2025

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND THE PROPOSALS

Q. Why am I receiving these materials?

A. We have sent you this proxy statement and the enclosed form of proxy or voting instruction form because the board of directors (the “Board of Directors” or “Board”) of Freightos Limited (also referred to as “Freightos”, “we”, “us”, the “Company” or “our Company”) is soliciting your proxy to vote your shares at the Company’s 2025 Annual General Meeting (the “Meeting”) to be held at 4:00 p.m. local (Israel) time/9:00 a.m. Eastern Standard Time on Monday, December 15, 2025, (i) in person at our offices located at HaRakevet St. 13, Modi'in, Israel 7179603, (ii) virtually (at which you can submit questions, but not vote) at https://www.cstproxy.com/freightos/2025, and by providing your control number, and (iii) telephonically (at which you can submit questions, but not vote) by calling 1-800-450-7155 (toll-free, within the U.S. and Canada) or +1-857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: 2014748#. You are receiving these proxy materials because you owned ordinary shares, par value $0.00001 per share of our Company (“ordinary shares” or “Shares”), as of the end of the trading day on Friday, November 7, 2025, which is the record date for the Meeting, and such ownership entitles you to notice of, and to vote at, the Meeting.

This proxy statement describes the matters on which we would like you to vote at the Meeting and provides information on those matters so that you can make an informed decision.

Q. What items of business will be voted on at the Meeting?

A. The following two proposals (including sub-proposals, in the case of Proposal 1) will be voted upon at the Meeting:

(1)

Election of each of Rotem Hershko, Udo Lange, and Michael Schaecher, to the Board of Directors, each to serve as a Class II director of the Company until the third succeeding annual general meeting of the Company and until the due election of his successor.

(2)

Ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the Audit Committee thereof to do so.

In addition to the foregoing two formal proposals to be voted upon, at the Meeting, the Board of Directors will present its annual report on the management of the business of our Company for the year ended December 31, 2024, and will discuss with our shareholders our Consolidated Statements of Financial Position as of, and related Consolidated Statements of Profit or Loss and Other Comprehensive Loss and Cash Flows for the year ended, December 31, 2024.

Q. How does the Board recommend that I vote?

A. Our Board unanimously recommends that you vote “FOR” each of the proposals described above.

Q. What is the quorum required in order to conduct business at the Meeting?

A. Under our amended and restated articles of association (the “A&R Articles”) a quorum is constituted when there are present, in person or by proxy, holders of at least a majority of the outstanding Shares of our Company. Shares that abstain from voting on any and all proposals or that represent “broker non-votes” (as described below under the answer to the question “How can I vote my Shares without attending the Meeting?”) are considered present for purposes of the quorum requirements. In accordance with the authority granted to the chairman of the Meeting under our A&R Articles, if a quorum is not present at the Meeting within half an hour from the time designated for the start of the Meeting, the chairman will adjourn the Meeting for one week, to December 22, 2025, at the same time and same place at which the Meeting is held, at which resolutions may be adopted with respect to any matter stated in the notice of the original Meeting. If a quorum is not present at the adjourned Meeting within half an hour from the time designated for it to begin, those shareholders present will be deemed to constitute a quorum and action may be taken on any and all matters on the agenda for the original Meeting despite the absence of a quorum at the adjourned meeting.

Q. What are the voting requirements to approve the proposals to be presented at the Meeting?

A. The affirmative vote of shareholders present in person or represented by proxy and holding Shares amounting in the aggregate to at least a majority of the Shares as, being entitled to do so, vote in person or by proxy at the Meeting with respect to each of Proposals 1 and 2 is required for the approval of each such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for either of the proposals (although they are considered present for purposes of the quorum requirements for the Meeting).

Q. What Shares can I vote?

A. Our sole class of shares outstanding is our ordinary shares, par value US$0.00001 per share. Each outstanding ordinary share as of the close of business on the record date, November 7, 2025, is entitled to one vote on all items of business at the Meeting. You may vote all Shares you owned at that time, which may be (a) Shares held directly in your name as the shareholder of record, and (b) Shares held for you as a beneficial owner through a broker, bank or other nominee (including on the Nasdaq Capital Market (“Nasdaq”)). On November 1, 2025 (the most recent practicable date prior to the record date), there were 51,285,848 ordinary shares outstanding. The closing price of the ordinary shares on the last trading day before that date (as November 1 was a Saturday), as quoted on Nasdaq, was US$3.57.

Q. How can I vote my Shares without attending the Meeting?

A. Shares may be held and, consequently, voted in multiple ways without attending the Meeting:

Record Shareholders: If you are a shareholder of record, that is, your Shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, these proxy materials are being sent directly to you by our transfer agent. If you provide specific instructions (i.e., mark boxes) on the enclosed proxy card that has been provided to you and sign and return the proxy card, your Shares will be voted as you instruct. If you sign and return your proxy card without giving specific instructions, your Shares will generally be voted in accordance with the recommendations of our Board (“FOR” each of the proposals). The proxy holders will vote in their discretion on any other matters that properly come before the Meeting. If you are a shareholder of record and do not return your proxy card, your Shares will not be voted (unless you attend the Meeting and vote in person).

If you are a shareholder of record and have lost or misplaced the proxy card mailed to you, you may print a copy of the proxy card from the “Investors” portion of our corporate website, https://www.freightos.com/investors/, and may complete and sign that proxy card (indicating the name of the record shareholder holding your Shares) and return it directly to the Company via e-mail to IR@freightos.com. The Company reserves the right to require further identifying information from you if you submit your proxy card in that manner. Any vote by a record shareholder that is received by our transfer agent or by our Company by 11:59 p.m., Eastern time, on December 14, 2025 will be counted towards the tally of votes at the Meeting.

Shares Held in Street Name (on Nasdaq): If your Shares are held in a brokerage account or by a bank, trustee or other nominee, you are considered to be the beneficial owner of Shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction form by the broker, bank or other nominee or an agent hired by the broker, bank or other nominee. Please follow the enclosed instructions to direct your broker, bank or other nominee how to vote your Shares. Beneficial owners may be able to utilize the control number appearing on their voting instruction form to submit their voting instruction to their brokers, trustees or nominees by other means, including via the internet (at www.proxyvote.com), if so indicated on their voting instruction form. The deadline for submission of voting instructions to your broker, trustee or nominee will be 11:59 p.m., Eastern time, on December 14, 2025.

If you do not submit voting instructions, your broker may be permitted to vote your Shares in its discretion on Proposal 2, but not Proposal 1 since it is deemed to be of a non-routine nature. Because a broker is prohibited from exercising discretionary authority for a beneficial owner who has not provided voting instructions for any non-routine proposal (commonly referred to as a “broker non-vote”), that beneficial owner’s Shares will be included in determining the presence of a quorum at the Meeting (assuming that the broker submits the shareholder’s vote on any other proposal) but are not considered “present” for the purposes of voting on, and do not impact the outcome of the voting on, the relevant proposal(s).

Q. How can I vote my Shares in-person at the Meeting?

A. The Meeting will be held at our offices in Modi’in, Israel. The voting procedure for voting in-person at the Meeting varies, depending on how you hold your Shares, as follows:

Record Shareholders: Shares held in your name as the shareholder of record may be voted on a ballot that we will provide to you at the Meeting. In order to do so, you must provide at the Meeting the name under which your Shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry Shares). Due to building security requirements, prior to the start of the Meeting you must RSVP that you will attend the meeting in person to IR@freightos.com.

Shares Held in Street Name (on Nasdaq): Shares held beneficially in street name (i.e., through a bank, broker, trust or other nominee) on Nasdaq may be voted on a ballot at the Meeting only if you bring (i) an account statement or other proof that you owned the Shares in your bank, brokerage, trustee or other nominee account as of the record date, and (ii) a legal proxy from the bank, broker, trustee or other nominee that holds your Shares giving you the right to vote the Shares.

Regardless of how you hold your Shares, even if you plan to attend the Meeting, we recommend that you also submit your proxy card or voting instructions (in any of the manners described above, including electronically) so that your vote will be counted if you later decide not to attend the Meeting.

If you attend the Meeting virtually (at https://www.cstproxy.com/freightos/2025) or telephonically (by calling 1-800-450-7155 (toll-free, within the U.S. and Canada) or +1-857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: 2014748#), you will not be able to vote your Shares while attending in that manner, and you will need to submit your proxy card or voting instructions in advance of the Meeting in order to have your Shares voted.

Q. Can I change or revoke my vote?

A. A shareholder submitting a proxy via mail or e-mail may revoke such proxy at any time by communicating such revocation in writing to the Company or by executing and delivering a later-dated proxy (in either case, prior to the commencement of the Meeting). If your Shares are held in street name or by a broker, trustee or nominee, you may change your vote by following the instructions provided to you by your broker, trustee or nominee.

If you originally voted through an electronic voting system (for shareholders holding our Shares on Nasdaq, at www.proxyvote.com), you can revoke your vote by voting through the electronic voting system on a later date (which must precede the date of the Meeting). In addition, any shareholder who has executed a proxy and is present at the Meeting may vote in person instead of by proxy, thereby canceling any proxy previously given, whether or not written revocation of such proxy has been given prior to the Meeting. Any written notice revoking a proxy prior to the Meeting should be sent via mail to Freightos Limited, HaRakevet St. 13, Modi'in, Israel 7179603, Attention: Michael Oberlander, or via e-mail to IR@freightos.com. If a proxy or voting instructions are not revoked, the Shares represented thereby will be voted in accordance with the proxy or other voting instructions submitted.

Q. Is this proxy statement available electronically?

A. We have furnished a Report of Foreign Private Issuer on Form 6-K (a “Form 6-K”) to the U.S. Securities and Exchange Commission (the “SEC”) that includes this proxy statement as an exhibit. You can view the Form 6-K at the SEC’s website at www.sec.gov or under the “SEC Filings” section of the “Investors” portion of our website at https://www.freightos.com/investors/.

Q. What happens if additional matters are presented at the Meeting?

A. Other than the proposals described in this proxy statement, we are not aware of any other business to be acted upon at the Meeting. If you sign and submit a proxy card, the persons or entities named as proxy holders, Pablo Pinillos and Michael Oberlander, will have the discretion to vote your Shares on any additional matters properly presented for a vote at the Meeting in accordance with their best judgment.

Q. Who will count the votes?

A. A representative of Freightos will act as the inspector of elections to tabulate the votes cast at the Meeting.

Q. Who will pay the costs of soliciting votes for the Meeting?

A. We are making this solicitation and will pay the entire cost of preparing, printing, mailing and distributing these proxy materials and soliciting votes with respect to the Meeting. In addition to the mailing of these proxy materials, the solicitation of proxies may be made in person, by telephone or by electronic communication by certain of our directors, officers and other employees, who will not receive any additional compensation for such activities. We will also reimburse brokerage firms, banks, and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy and solicitation materials to the beneficial owners of our Shares.

Q. Where can I find the voting results of the Meeting?

A. We expect to announce preliminary voting results at the Meeting and publish final results in a Form 6-K to be furnished to the SEC after the Meeting. You can access that Form 6-K, and all of our other reports filed with or furnished to the SEC, at the “Investors” portion of our website at https://www.freightos.com/investors/.

YOUR VOTE IS IMPORTANT

Please read this proxy statement and promptly vote your shares by completing, signing, and dating your enclosed proxy card or voting instruction form and returning it in the enclosed envelope, or (if you hold your Shares in “street name”) by voting online at www.proxyvote.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 2025:

This proxy statement is available for viewing, printing and downloading at www.freightos.com/investors/.

BENEFICIAL OWNERSHIP OF SHARES

BY CERTAIN BENEFICIAL OWNERS

The following table shows information as of November 1, 2025, for (i) each of our executive officers, directors, and nominees to serve as a director, (ii) our executive officers, directors, and nominees to serve as a director as a group, and (iii) each person who, to our knowledge, beneficially owns more than 5% of our outstanding Shares. The information in the table below is based on 51,285,848 ordinary shares outstanding as of November 1, 2025. Except as otherwise set forth below, the address of each beneficial owner is c/o Freightos, Planta 10, Avda. Diagonal, 21, Barcelona, Spain 08018.

Name of Beneficial Owner	Number of Shares Beneficially Owned			Percentage of Outstanding Shares
Executive officers
Zvi Schreiber		3,777,346	(1)		7.31	%
Pablo Pinillos		-			-
Ian Arroyo		297,309	(2)		*
Eytan Buchman		343,674	(3)		*
Michael Netter		-			-
Michael Oberlander		220,520	(4)		*
Directors (besides Zvi Schreiber)
Tzvia Broida		5,034			*
Mark Drusch		4,534,356	(5)		8.84	%
Ezra Gardner		5,114,036	(6)		9.32	%
Rotem Hershko		7,550			*
Inna Kuznetsova		-			-
Udo Lange		48,084			*
Michael Schaecher		-			-
Carl Vine		9,866,094	(7)		18.18	%
All executive officers and directors as a group (fourteen individuals)		24,214,003	(8)		41.05	%
Five Percent or More Holders (other than directors and executive officers)
M&G Investment Management Limited		9,866,094	(7)		18.18	%
Aleph, L.P.		3,544,394	(8)		6.91	%
Alshaffafia Trading W.L.L.		4,495,468	(9)		8.77	%
Asian Gateway Investments Pte. Ltd.		4,749,856			9.26	%
Gesher I Sponsor LLC		2,081,383	(10)		3.94	%

* Less than one percent

(1)

Includes 362,800 ordinary shares with respect to which Dr. Schreiber has the right to acquire dispositive power within 60 days of November 1, 2025 upon the exercise of vested options. Excludes 80,000 ordinary shares which Dr. Schreiber donated to charity (now held by JGive Donor Advisory Fund) with respect to which Dr. Schreiber has influence and may be deemed to have dispositive and voting power, and excludes 360,000 ordinary shares that Dr. Schreiber donated to a National Philanthropic Trust Donor Advisory Fund with respect to which he may be deemed to share voting power and dispositive power.

(2)	Includes 276,168 ordinary shares with respect to which Mr. Arroyo has the right to acquire dispositive power within 60 days of November 1, 2025 upon the exercise of vested options.

(3)	Includes 303,335 ordinary shares with respect to which Mr. Buchman has the right to acquire dispositive power within 60 days of November 1, 2025 upon the exercise of vested options.

(4)	Includes 153,805 ordinary shares with respect to which Mr. Oberlander has the right to acquire dispositive power within 60 days of November 1, 2025 upon the exercise of vested options.

(5)

Represents ordinary shares held by Qatar Airways Group Q.C.S.C. and Alshaffafia Trading W.L.L., a wholly owned subsidiary of Qatar Airways Group Q.C.S.C. Mr. Drusch is the Chief Officer Cargo of Qatar Airways Group Q.C.S.C. The business address of each of the foregoing entities and individual is Qatar Airways Tower 1, P.O. Box. 22550, Doha, State of Qatar.

(6)

Includes 593,747 ordinary shares and 1,487,636 ordinary shares underlying the Freightos warrants owned by Gesher I Sponsor LLC (the “Sponsor”) that are exercisable within 60 days of the date hereof. Due to Mr. Gardner’s relationship to the Sponsor, all securities held by the Sponsor are deemed, for purposes of this table, to be beneficially held by Mr. Gardner. Also includes 858,753 ordinary shares and 2,120,532 ordinary shares underlying the Freightos warrants owned by Varana Capital Focused LP (“Varana”). Due to Mr. Gardner’s relationship to Varana, all securities held by Varana are deemed, for purposes of this table, to be beneficially held by Mr. Gardner. Mr. Gardner disclaims beneficial ownership of all of these securities, except to the extent of his pecuniary interest in such securities, if any.

(7)	Based on Amendment No. 1 to a Schedule 13D filed on April 11, 2024. Consists of 6,871,094 ordinary shares and 2,995,000 ordinary shares underlying the Freightos warrants owned by M&G Investment Management Limited (where Mr. Vine is Co-Head of the Asia Pacific Equity Team), an affiliate of The Prudential Assurance Company Limited, all of which are currently exercisable.
(8)	Includes an aggregate of 1,096,108 ordinary shares with respect to which our executive officers and directors have the right to acquire dispositive power within 60 days of November 1, 2025 upon the exercise of vested options.

(9)	Based on a Schedule 13G filed on February 14, 2024. Represents ordinary shares held by Aleph, L.P. and its affiliated entity Aleph-Aleph, L.P. Aleph Equity Partners, L.P. (the “DGP”) is the general partner of each of Aleph, L.P. and Aleph-Aleph, L.P., and Aleph EP, Ltd (the “UGP”) is the general partner of the DGP. Each of the DGP and the UGP may be deemed to have sole power to vote and dispose of the shares held through Aleph, L.P. and Aleph-Aleph, L.P. Each of Michael Eisenberg and Eden Shochat is a director of the UGP, and may be deemed to have shared power to vote and dispose of the subject shares.

(10)	Consists of 593,747 ordinary shares and 1,487,636 ordinary shares underlying the Freightos warrants owned by Gesher I Sponsor LLC that are exercisable within 60 days of the date hereof.

PROPOSAL 1

RE-ELECTION AND INITIAL ELECTION OF NOMINEES TO SERVE AS CLASS II DIRECTORS

Background

Articles Provisions Related to Board

Under our A&R Articles, our Board of Directors is divided into three classes: Class I, Class II and Class III, to be subject to re-election in successive years. The number of directors in each class shall be as nearly equal as possible. The Class I Directors were elected at our first annual general meeting (held in 2024) for a term expiring at our fourth annual general meeting (to be held in 2027). The Class II Directors were initially appointed for a term that will expire at our 2025 annual general meeting—i.e., at the Meeting. The Class III Directors were initially appointed for a term that will expire at our third annual general meeting (to be held in 2026). A director whose term has expired shall be eligible for re-election (if nominated by our nominating and corporate governance committee, followed by our Board of Directors, for re-election by our shareholders). At each annual general meeting, directors elected (or re-elected, if applicable) to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election.

As of the date of this proxy statement, the composition of our Board of Directors and the classes to which its members (and prospective members) belong (listed in class order), are as follows:

Name		Director Class
Tzvia Broida		Class I Director
Mark Drusch		Class I Director
Carl Vine		Class I Director
Rotem Hershko		Class II Director
Udo Lange		Class II Director (Chairman of the Board)
Michael Schaecher		Class II Director
Ezra M. Gardner		Class III Director
Inna Kuznetsova		Class III Director
Zvi Schreiber		Class III Director and Chief Executive Officer

Board Nomination Process

Over the last year, the nominating and corporate governance committee of the Board of Directors, followed by the Board, has reviewed the composition of the Board and considered adjustments, including potential nominees for appointment and/or election. As a result of that process, on July 28, 2025, the Board appointed Udo Lange, then an existing Class II Director, as our independent Chairman of the Board, replacing Zvi Schreiber in that role. While Dr. Schreiber is no longer Chairman of the Board, he remains a Class III Director and our Chief Executive Officer. At the same time, the Board appointed Rotem Hershko to fill a vacancy on the Board—as a Class II Director— that had been created as a result of the resignation of Michael Eisenberg from the Board of Directors effective as of July 1, 2025. In October 2025, the Board appointed Michael Schaecher to serve on the Board– as a Class II Director.

In their meetings back in July and once again in their meetings in preparation for the upcoming Meeting of our shareholders, our nominating and corporate governance committee and Board of Directors determined that the initial appointments of Mr. Hershko (in July 2025) and Mr. Schaecher (in October 2025) and the election (at the Meeting) of each of Mr. Hershko, Dr. Lange and Mr. Schaecher, each as a Class II Director, would add or maintain (as applicable) valuable expertise for the Board. Mr. Hershko is a seasoned executive with significant experience in digital transformation and product management in the logistics sector, having served in senior roles at A.P. Moller-Maersk and Amazon. Dr. Lange brings extensive experience in global logistics and supply chain management to the Board, and has already made a positive impact as our Chairman of the Board. Mr. Schaecher brings over 30 years of leadership experience in the wider Logistics, Aviation and LogTech arena where he served in a variety of leadership, advisory, consulting as well as board roles. He has a proven record in driving innovation, digital transformation and sustainable growth across complex global organisations, such as DHL, Ceva Logistics and mSc Avia Consulting where he serves as CEO & Founder.

Consequently, the nominating and corporate governance committee recommended to the Board, and the Board, in turn, approved for appointment initially and nominated for election by our shareholders at the Meeting, each of Mr. Hershko (as a Class II Director), Dr. Lange (as Chairman of the Board and a Class II Director), and Mr. Schaecher (as a Class II Director).

If elected by our shareholders as Class II Directors pursuant to Proposal 1, those nominees will serve a term lasting until our third succeeding annual general meeting after the Meeting, to be held in 2028, and until the election and qualification of their respective successors (or until their respective earlier death, resignation, retirement or removal, if applicable).

Biographical Information for the Director Nominees

Please consider the following information regarding the nominees for election as Class II Directors at the Meeting:

Rotem Hershko has served on our Board of Directors since July 28, 2025. Since October 2024, Mr. Hershko has been a Senior Advisor at McKinsey & Co., a global management consulting firm, advising global clients on digital transformation initiatives, leveraging cutting-edge GenAI technologies to accelerate and optimize product and software development, fostering innovation, efficiency, and competitive advantage. He previously served in various roles at A.P. Moller-Maersk, including as EVP, Chief Product Officer - Logistics & Services from January 2023 until October 2024 and as Senior Vice President and Head of Digital Product Management (Business Platforms) from November 2020 until January 2023. Before joining Maersk, Mr. Hershko worked at Amazon in various capacities of increasing responsibility, including as Director of Product Management/Software and Development and GM - Amazon Global from 2017 to 2020. He holds a Master of Business Administration (MBA) from Columbia Business School and earned his Bachelor of Laws (LLB) from The Hebrew University of Jerusalem.

Udo Lange has served on our Board of Directors since 2022, and as our Chairman of the Board since July 2025. Dr. Lange is the Chief Executive Officer of Stolt-Nielsen Limited (SNI.OL), a provider of transportation and storage for liquids as well as aquaculture, a position he has held since September 1, 2023. He is also on the board of Avenir LNG, the Institute of International Rural Reconstruction and the Memphis Symphony Orchestra. He was previously President of Healthcare, Logistics and Americas International at Memphis-based FedEx Express, a major American cargo airline delivering freight and packages to over 220 countries. Dr. Lange also served on the Strategic Management Committee of FedEx Corp., which sets the strategic direction for the FedEx enterprise. Dr. Lange has over 20 years of experience in the international trade industry, with expertise in global freight forwarding, customs brokerage, express, airline catering and logistics. He joined FedEx in 2015, beginning his tenure with the company as the Chief Operations Officer for FedEx Logistics from August 2015 until August 2019. He served as President and Chief Executive Officer of FedEx Trade Networks, a company under FedEx Logistics from March 2018 until March 2023, and as President and CEO, FedEx Logistics from September 2019 until March 2023. He served as a member of the White House Supply Chain Disruptions Task Force. Dr. Lange also served as a Board Member for the German American Chamber of Commerce and is on the Board of Trustees of “Operation Finale,” an exhibition in Germany about the capture of Nazi Adolf Eichmann. Dr. Lange holds a Ph.D. in Economic Science from the University of Duisburg and a Master of Business Administration and Master of Science in Mechanical Engineering from the University of Kaiserslautern.

Michael Schaecher has served on our Board of Directors since October 19, 2025. Mr. Schaecher has been the CEO and owner of mSc Avia Consulting GmbH in Wiesbaden, Hesse, Germany since February 2013. From July 2021 through July 2023, Mr. Schaecher served as the Advisory Board Chair at LogisEye Solutions, a Dubai-based company offering a cloud-based digital logistics procurement ecosystem. Prior to that time, from September 2019 through July 2021, he served as Chairman of the Supervisory Board at Fliit, a German company seeking to make food logistics easy and efficient for shippers and carriers. From May 2018 through May 2019, Mr. Schaecher served as Chief Executive Officer at ISS Global Forwarding, a Dubai-based provider of logistics services internationally, across industries. Prior to that time, from March 2014 through May 2016, he served as Chief Operating Officer-Freight Management Global at CEVA Logistics, a Swiss provider of supply chain solutions for large and medium-size national and multinational companies across the globe. Mr. Schaecher completed the Orchestrated Winning Performance-Leadership Program at the International Institute for Management Development in Switzerland in 1998, an educational program in Finance for Non-Financial Managers at Columbia University in New York in 2002, and a program covering Logistics, Materials and Supply Chain Management at Cranfield University in the United Kingdom in 2003.

Freightos’ Corporate Governance Practices

Independence of Directors

As a result of the listing of our ordinary shares and warrants on Nasdaq, we comply with the rules of Nasdaq in determining whether a director is independent. Our Board of Directors has consulted, and will consult, with its counsel to ensure that our Board of Directors’ determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. Nasdaq listing standards define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that each of our directors is independent.

Board Leadership Structure and Role in Risk Oversight

Dr. Udo Lange serves as our Chairman of the Board.

Our Board of Directors determined, prior to appointing Dr. Lange as our independent Chairman of the Board in July 2025, that at this time it prefers to maintain a separation between the roles of Chairman and Chief Executive Officer, with Dr. Lange serving as our independent Chairman and Dr. Zvi Schreiber serving as our Chief Executive Officer. Our Board believes that this structure is appropriate at this time in order to enhance the Board’s oversight of management, provide independent leadership and governance, and help ensure objectivity in the Board’s evaluation of management’s performance. Dr. Schreiber, as the founder of Freightos, continues to serve as a member of the Board of Directors and as our Chief Executive Officer, providing continuity, strategic vision, and deep knowledge of our operations and industry.

With an independent Chairman leading the Board, we have established a governance structure that provides strong, independent oversight while maintaining clear lines of authority and accountability. The Chairman presides at all meetings of the Board, sets meeting agendas in consultation with the CEO and other directors, and serves as the principal liaison between the independent directors and management.

Meetings and Committees of the Board of Directors

Our Board has established separately-standing committees, consisting of the audit committee, compensation committee, and nominating and corporate governance committee, and recently added a product, AI and technology committee.

Audit Committee

Our Board has established an audit committee comprised of independent directors. The audit committee currently consists of Tzvia Broida (chair), Ezra Gardner and Inna Kuznetsova. Following the Meeting, our audit committee will remain the same. Each of the members of the audit committee is independent under the applicable Nasdaq listing rules and Rule 10A-3 under the Securities Exchange of 1934, as amended (the “Exchange Act”). The audit committee has a written charter. The purpose of the audit committee is, among other things, to appoint, retain, set compensation of, and supervise our independent accountants, review the results and scope of the audit and other accounting related services and review our accounting practices and systems of internal accounting and disclosure controls.

Financial Expert on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors,” as defined for audit committee members under Nasdaq listing standards and the rules and regulations of the SEC, who are “financially literate,” as defined under Nasdaq’s listing standards. Nasdaq’s listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we are required to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Ms. Broida serves as the financial expert on the audit committee.

Compensation Committee

Our Board has established a compensation committee. The compensation committee currently consists of Inna Kuznetsova (chair), Ezra Gardner and Carl Vine. Following the Meeting, our compensation committee will remain the same. Each of the members of the compensation committee is independent under the applicable Nasdaq listing rules and Exchange Act Rule 10C-1. The compensation committee has a written charter. The purpose of the compensation committee is to review and approve compensation paid to our officers and directors and to administer our incentive compensation plans, if any, including authority to make and modify awards under such plans.

The compensation committee assists the Board in determining its responsibilities in relation to remuneration, including, amongst other matters, making recommendations to the Board on the Company’s policy on executive compensation, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of senior management.

Nominating and Corporate Governance Committee

Our Board has established a nominating and corporate governance committee. The nominating and corporate governance committee currently consists of Udo Lange (chair) and Carl Vine. Following the Meeting, our nominating and corporate governance committee will remain the same. Each of the members of the nominating and corporate governance is independent under the applicable Nasdaq listing rules. The nominating and corporate governance committee has a written charter. The purpose of the committee is to identify and recommend to the Board individuals it determines to be well-qualified, willing and available to serve as directors of the Company and on committees of the Board; to advise the Board with respect to the Board composition, procedures and committees; to review periodically the size of the Board and recommend to the Board any appropriate changes; and to develop and recommend to the Board a set of corporate governance principles applicable to the Company.

Product, AI and Technology Committee

Our Board has established a product, AI and technology committee. The product, AI and technology committee currently consists of Rotem Hershko and Michael Schaecher. Following the Meeting, our product, AI and technology committee will remain the same. The product, AI and technology committee has a written charter. The purpose of the committee is to enhance collaboration between the Board and our executive leadership team by providing oversight, strategic guidance, and risk awareness in the areas of products and technology, specifically in evolving technologies. It supports the Board in making data-driven decisions and shaping the Company’s long-term strategic direction, identifying strategic opportunities, maintaining a competitive edge in product and technology, and supporting the evaluation of strategic investment and acquisition opportunities.

Director Compensation

The Board sets compensation for our independent/non-employee directors based upon the recommendation of the nominating and corporate governance committee. The Board has been using a year that begins on October 1 and runs through September 30 for purposes of director compensation. In October 2024, the Board offered to compensate each of our independent directors by granting them restricted share units (“RSUs”) that vested over the following four quarters. Directors who did not chair a committee were offered RSUs with an approximate value of $45,000 and directors who chair a committee were offered RSUs with an approximate value of $60,000. Inna Kuznetsova, who chairs the compensation committee, received $60,000 cash in lieu of RSUs, and Tzvia Broida, who chairs the audit committee, received RSUs with an approximate value of $30,000 and $30,000 in cash.

In October 2025, the nominating and corporate governance committee recommended changing the director compensation based on various benchmarks that were available to the committee from public sources, with adjustments based on our size, complexity of our business, and expected time commitment of directors serving on various committees. The Board decided to structure director compensation to be partially cash and partially equity incentive (except for Ms. Kuznetsova, who will continue to receive $60,000 in cash). It is anticipated that the product, AI and technology committee will require from its members, by far, the highest time commitment of all Board committees, and that its members leverage their personal networks for the benefit of the Company. Consequently, the Board decided to compensate the members of that committee differently. One director, Carl Vine, has declined to receive any compensation.

Below is a table that shows the independent/non-employee director compensation that was approved in October 2025:

Name	Role	RSU value		RSUs(#)¹		Cash		Options(#)²		Option Value³		Total Value
Udo Lange	Chairman	$	50,000		15,432	$	50,000		0		0	$	100,000
Tzvia Broida	Chair of Audit Committee	$	50,000		15,432	$	50,000		0		0	$	100,000
Mark Drusch	Director	$	27,500		8488	$	27,500		20,000	$	33,000	$	88,000
Ezra Gardner	Director	$	27,500		8,488	$	27,500		20,000	$	33,000	$	88,000
Rotem Hershko	Member of product, AI and technology committee	$	35,000		10,802	$	35,000		20,000	$	33,000	$	103,000
Inna Kuznetsova	Chair of Compensation Committee	$	0		0	$	60,000		0		0	$	60,000
Michael Schaecher	Member of product, AI and technology committee	$	35,000		10,802	$	35,000		20,000	$	33,000	$	103,000
Carl Vine	Director	$	0		0	$	0		0		0	$	0

¹Based on the 30-day average closing price of our ordinary shares leading up to September 17, 2025: $3.24/share.

² The 20,000 options granted to most non-employee directors are divided into three tranches, consisting of: 6,666 options with a $5.00 exercise price, 6,666 options with a $10.00 exercise price, and 6,667 options with a $15.00 exercise price.

In addition, each of Mr. Hershko and Mr. Schaecher will receive in January 2026 the following additional equity incentive compensation:

●

37,038 restricted share units (“RSUs”), which will vest over the course of a four-year period, with one-quarter of the RSUs vesting on each of the first four anniversaries of the October 1, 2025 start date to the year (for purposes of director compensation), on October 1 of 2026, 2027, 2028 and 2029; and

●

100,000 options to purchase ordinary shares, divided into three tranches, with the following exercise prices: 33,333 options - $5.00/share; 33,333 options - $10.00/share; and 33,334 options- $15.00/share, all of which will vest one year following the date of grant and will be exercisable (after vesting) for the shorter of (i) a term of seven years from the initial grant date, or (ii) 90 days after the grantee leaves the Board.

Director Stock Ownership Requirements

As part of the effort to align the Board’s interests with the interests of our shareholders, in October 2025, the Board adopted director stock ownership guidelines. Each independent/non-employee director who receives equity compensation from us will be required to hold a certain amount of equity. The Chairman will be required to hold ordinary shares amounting to six times the value of his annual equity grant, and each other independent/non-employee director will be required to hold ordinary shares amounting to two times the value of his or her annual equity grant. For purposes of calculating the value of the annual equity grant, we will use the value of the annual grant of RSUs that is then vesting, plus the prorated value of any one-time RSU grant expected to vest in that year (running from October 1 through the following September 1). Compliance with the stock ownership requirements will be verified annually on December 31 based on the value of each director’s holdings of ordinary shares (including shares underlying vested or unvested RSUs, but excluding shares underlying options, whether or not vested). Value of ordinary shares held by the director will be based on the 30-day average closing price of our ordinary shares in the period leading up to the December 31 verification date. There will be an initial four-year transition period following adoption of the stock ownership guidelines or (if later) a director’s initial election or appointment to the Board for each director to achieve compliance with the guidelines. If a director's ownership requirement increases due to an increase in annual compensation or a change in Board position, the director will have three years from the effective date of that change to achieve the incremental ownership requirement. Any director who does not comply with the stock ownership guidelines will not be permitted to sell any shares acquired from vested equity incentives granted to him or her. The Chairman of the Board may consider and grant a hardship exemption from the stock ownership guidelines under extraordinary circumstances. In lieu of complying with the foregoing guidelines, one of our current independent/ non-employee directors, Tzvia Broida, will instead be required to hold ordinary shares issued to her upon vesting of RSU grants for a holding period of nine months following the vesting date before she can sell such shares.

Exemptions from Corporate Governance Requirements

As a foreign private issuer, we may generally elect to follow home country (i.e., Cayman Islands) practice with respect to matters of corporate governance in lieu of the comparable governance provisions of the Nasdaq listing rules, except for certain Nasdaq and SEC rules with which we are required to comply, including the responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC.

We follow home country practice in lieu of Nasdaq corporate governance requirements with respect to the following Nasdaq requirements:

●

Proxy Statements. We are not required to, and, in reliance on home country practice, we may not, comply with certain Nasdaq rules regarding the solicitation of proxies and the provision of proxy statements for all meetings of shareholders. We follow Cayman Islands practice, which does not impose a regulatory regime for the solicitation of proxies and the provision of proxy statements.

●

Shareholder Approval. We are not required to, and, in reliance on home country practice, we do not intend to, comply with Nasdaq Rule 5635 regarding shareholder approval for certain issuances of securities in connection with the acquisition of shares or assets of another company under certain circumstances, a change of control, the establishment of or amendments to equity-based compensation plans and private placements. In accordance with the provisions of our A&R Articles, our Board of Directors is authorized to issue securities, including ordinary shares, warrants and convertible notes on such terms as it considers appropriate.

●

Audit Committee Composition. We are not required to, and, in reliance on home country practice, from time to time, we may not always have a minimum of three members on our audit committee. We follow Cayman Islands practice, which does not impose a minimum number of audit committee members. Our audit committee currently consists of three members.

In addition, we are an “emerging growth company” as defined in the JOBS Act and have elected to comply with certain reduced public company reporting requirements.

Proposed Resolutions

We are proposing that our shareholders adopt the following resolutions at the Meeting pursuant to Proposal 1:

(a)	“RESOLVED, that the election of Rotem Hershko as a Class II Director of the Company, until the third succeeding annual general meeting following the 2025 annual general meeting and until the due election and qualification of his successor, be, and hereby is, approved in all respects.”

(b)	“RESOLVED, that the election of Udo Lange as a Class II Director of the Company, until the third succeeding annual general meeting of shareholders after the 2025 annual general meeting and until the due election and qualification of his successor, be, and hereby is, approved in all respects.”
(c)	“RESOLVED, that the election of Michael Schaecher as a Class II Director of the Company, until the third succeeding annual general meeting of shareholders after the 2025 annual general meeting and until the due election and qualification of his successor, be, and hereby is, approved in all respects.”

Required Majority

A majority of the ordinary shares as, being entitled to do so, vote in person or by proxy (excluding abstentions and broker non-votes) is required for the re-election or initial election (as applicable) of each nominee to the Board of Directors pursuant to Proposal 1.

Board Recommendation

The Board of Directors unanimously recommends a vote “FOR” the re-election or election (as applicable) of each of the above-listed nominees as a Class II Director pursuant to Proposal 1 at the Meeting.

PROPOSAL 2

RATIFICATION OF REAPPOINTMENT OF AUDITORS

Background

Kost Forer Gabbay & Kasierer, a member of EY Global (“Kost Forer”), our independent public accountants for the year ended December 31, 2024, has been selected by the Audit Committee of our Board of Directors to audit the accounts of the Company once again for the year ending December 31, 2025. At the Meeting, the shareholders will be requested to ratify that selection, as well as to authorize the Audit Committee of the Board to fix Kost Forer’s remuneration in accordance with the volume and nature of Kost Forer’s services.

Fees Paid to Independent Auditors

Fees billed by Kost Forer and other members of EY Global for professional services for each of the last fiscal years were as follows:

	Year ended
	December 31,
	2024		2023

	(in thousands)
Audit Fees (1)	$	480	$	540
Audit-Related Fees	$	—	$	—
Tax Fees (2)	$	43	$	150
All Other Fees (3)	$	—	$	—
Total	$	523	$	690

(1)

Audit fees consist of fees billed for the annual audit and the quarterly reviews of the Company’s consolidated financial statements and consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent auditors can reasonably provide, including services provided in connection with the Company’s business combination transaction completed in 2023.

(2)	Tax fees are for professional services rendered by our independent auditors for tax compliance, and tax advice on actual or contemplated transactions.

(3)	All other fees are fees for all other services provided to us by our independent auditors with respect to the subject years, other than those described above.

Audit Committee’s Pre-approval Policies and Procedures

Our audit committee follows pre-approval policies and procedures for the engagement of our independent auditors to perform certain audit and non-audit services. Pursuant to those policies and procedures, which are designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants.

Proposed Resolutions

We are proposing that our shareholders adopt the following resolutions at the Meeting pursuant to Proposal 2:

“RESOLVED, that the reappointment by the Audit Committee of the Company’s Board of Directors (based upon delegation by the Board of Directors) of Kost Forer Gabbay & Kasierer, a member of EY Global, as the independent auditors of the Company for the fiscal year ending December 31, 2025 and for such additional period until the next annual general meeting of shareholders be, and hereby is, ratified in all respects”; and

“FURTHER RESOLVED, that the Audit Committee of the Company’s Board of Directors (based upon delegation by the Board of Directors) be, and hereby is, authorized to fix the remuneration of the independent auditors in accordance with the volume and nature of their services.”

Required Majority

A majority of the ordinary shares as, being entitled to do so, vote in person or by proxy (excluding abstentions and broker non-votes) is required for the approval of the ratification of the reappointment of Kost Forer as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and to authorize the audit committee of the Board of Directors to fix Kost Forer’s remuneration in accordance with the volume and nature of Kost Forer’s services.

Board Recommendation

The Board of Directors unanimously recommends a vote “FOR” the ratification of the reappointment of Kost Forer and the authorization of the audit committee of the Board of Directors to fix Kost Forer’s remuneration in accordance with the volume and nature of Kost Forer’s services, pursuant to Proposal 2 at the Meeting.

PRESENTATION OF ANNUAL REPORT AND REVIEW OF 2024 ANNUAL FINANCIAL STATEMENTS

In addition to the foregoing formal proposals, at the Meeting, the Board of Directors and/or members of our management will present our annual report on the management of the business of the Company for the year ended December 31, 2024. The Board of Directors and/or management members will furthermore review the Company’s Consolidated Statements of Financial Position as of, and related Consolidated Statements of Profit or Loss and Other Comprehensive Loss and Cash Flows for the year ended, December 31, 2024. We will hold a discussion with respect to that presentation. That discussion will not require or otherwise involve a vote of our shareholders.

ADDITIONAL INFORMATION

We file and furnish reports and other information with or to the SEC under the Exchange Act. Our SEC filings are available to the public at the internet world wide web site maintained by the SEC at www.sec.gov.

Our Annual Report on Form 20-F for the year ended December 31, 2024, which we filed with the SEC pursuant to the Exchange Act on March 24, 2025, contains a detailed description of our business, financial results for 2024 and various other matters, and furthermore includes our 2024 audited, consolidated year-end financial statements. You are encouraged to read that Annual Report, a copy of which is available at www.sec.gov and at “Investors” portion of our website at https://www.freightos.com/investors/. The contents of our website are not a part of this proxy statement.

OTHER MATTERS

Management knows of no other business to be transacted at the Meeting; but, if any other matters are properly presented to the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.

	By Order of the Board of Directors

	/s/ Udo Lange
	Chairman of the Board

November 6, 2025