EX-99 3 exhibit_2.htm EXHIBIT 2

Exhibit 2

TAT Technologies Ltd.
Hamelacha 5, Netanya 4250407 Israel
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF TAT TECHNOLOGIES LTD.
 
The undersigned, a shareholder of TAT Technologies Ltd. (the “Company”), an Israeli corporation, hereby appoints Adv. Idan Lidor, and Adv. Shachar Hananel or either of them, attorney or attorneys of the undersigned, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at 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, or at any adjournment(s) or postponement(s) thereof (the "Meeting"), with respect to all of the ordinary shares, with no par value, of the Company (the “Shares”) which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said proxies are authorized and directed to vote as indicated with respect to the matter set forth below in this Proxy. Subject to applicable law and the rules of NASDAQ, in the absence of such instructions, the Shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions to be presented to the Meeting for which the Board of Directors recommends a “FOR” vote.

A shareholder’s proxy card must be received by the Company no later than November 4, 2025, 13:00 P.M. Israel time; otherwise it shall not be valid at the Meeting.
 
This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly come before the Meeting.
 
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY'S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.

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.

For information regarding the definitions of “Personal Interest” and “Controlling Shareholder,” please see the explanation in the Notice of Annual General Meeting of Shareholders and in the Proxy Statement.

    FOR AGAINST
ABSTAIN
Item No. 1
Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the accountants' remuneration in accordance with the volume and nature of their services.





Item No. 2
Approval of the re-election of each of Mr. Amos Malka, Mr. Igal Zamir, Mr. Amir Harel (Independent Director) and Ms. Roni Meninger (Independent Director), to serve as Directors of the Company each to hold office until our next Annual Meeting of Shareholders.

 
 


         
 
VOTE FOR EACH DIRECTOR SEPARATELY.
FOR
AGAINST
ABSTAIN
   


  I.  Mr. Amos Malka
 
II. Mr. Igal Zamir
 
III. Mr. Amir Harel
 
IV. Ms.  Roni Meninger
   


Item No. 3
Approval of the election of the following new directors to the Company’s Board of Directors, each to hold office until the next Annual General Meeting of Shareholders: Mr. Eitan Oppenheim (Independent Director), and Ms. Sagit Manor (Independent Director).


 
 



         
 
VOTE FOR EACH DIRECTOR SEPARATELY.
FOR
AGAINST
ABSTAIN
         
 
I.  Mr. Eitan Oppenheim
 
II. Ms. Sagit Manor


   


Item No. 4
Subject to the approval of the re-election of Mr. Amir Harel and the election of Mr. Eitan Oppenheim, and Ms. Sagit Manor  – approval of a  new compensation terms for each of them, effective as of the date of the shareholders’ meeting approval, as an exception to the Company’s compensation policy.


 
 
 




         
 
VOTE FOR EACH DIRECTOR SEPARATELY.
FOR
AGAINST
ABSTAIN
   


 
I.  Mr. Amir Harel
 
II. Mr. Eitan Oppenheim
 
III. Ms. Sagit Manor

 
 
FOR
AGAINST
ABSTAIN
Item No. 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.



         
    FOR
AGAINST
ABSTAIN
Item No. 6
Approval  of the Amended and Restated 2012 and 2022 Stock Option Plans of the Company.










FOR
AGAINST
ABSTAIN
Item No. 7
Approval   of an increase in the Company's authorized share capital, amendment of the Articles of Association to reflect this change, and amendment of the section regarding external directors.




Shareholders entitled to notice of and to vote at the meeting shall be determined as of the close of business on October 6, 2025, the record date fixed by the Board of Directors for such purpose.

The signer hereby revokes all previous proxies given by the signer to vote at the annual and special general meeting or any adjournments thereof.

Signature __________________          Date __________ 2025.
 
Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, the shareholder named first in the Company's register must sign. Trustees, Administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. PLEASE BE SURE TO RETURN THE ENTIRE PROXY ALONG WITH PROOF OF IDENTITY AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.