Annual General Meeting Transcript - ARBE 2026-09-09

Ram Machness, CEO

Hello, ladies and gentlemen. I'm Ram Mathness, the CEO of Arbor Robotics LTD, and I will preside as chairman of this general meeting of shareholders. On behalf of the company and the board of directors, I welcome you to the annual general meeting of shareholders of Arbor Robotics LTD. This is an adjourned meeting following the original convening of this meeting on September 2, 2026, on which date a legal forum was not present. Therefore, and according to the articles of association of the company, we have convened this adjoined meeting pursuant to which any shareholder present in person or by proxy should constitute a quorum for this meeting. I would like to introduce the other participants from the management of the company who are present at this meeting. Kobe Morenko, the company president and the founder of the company, Asak Perak, the company's CFO and advocate Maya Ballon, the company's secretary and VP legal. The notice of annual general meeting was published on August 12, 2026 on the company's website and was filed as an exhibit to our report on Form 6K which the Securities and Exchange Commission. The proxy statement and form of proxy card were filed as exhibits to our report on Form 6K with the Securities and Exchange Commission on August 12, 2026. The proxy card which includes a link to the notice of annual general meeting, the proxy statement and our Form 20F annual report was sent by email on August 13, 2026 to all shareholders of record on August 3rd, 2026, which is the record date for the annual general meeting. Ms. Tinka Welch, representative of our transfer agent, Continental Stock Transfer and Trust Company, has been appointed to act as inspector of elections and voting at this meeting. As of the record date, there were 127,404,060 ordinary shares of the company issued and outstanding. Ms. Welch has pulled the shareholders present and has examined the proxies previously submitted in order to determine if Rome is present at this meeting. Continental's reports of shareholders represented at this meeting via proxies indicate that holders of shares in excess of the number necessary to constitute a CROM are present or represented by proxy. The CROM being present at this meeting is declared open to proceed with its business. I will now ask Advocate Maya Baron, the company's secretary, to review the items on the agenda today.

Maya Baron, Other

Thank you, Ram. Ms. Welch from Continental has advised us that 15,740,080 shares representing approximately 12.3% of the shares of the company voted at this meeting via proxies. Therefore, as noted before, the required quorum is present for the proposal of this There are seven items on the agenda today as described in the notice of the annual general meeting and our proxy statement. They are, one, election of class two directors, election of each of Professor Yonina Eldar and Dr. Boaz Schwarz as class two directors of the company to serve approximately three years until the company's annual general meeting of shareholders to be held in 2029 and until that respective successors are duly elected. Two, CEO compensation, approval of the terms of office and employment of Mr. Rahm Mahnes as chief executive officer of the company, effective as of April 1st, 2026, as presented in the proxy statement. Three, executive compensation terms, approval of the terms of office and employment of Mr. Kobe Marenko as the appointed president of the company affected as of April 1st, 2026 and a member of the board, including a special one-time grant of equity-based awards to be vested on April 1st, 2027 as described in the proxy statement. B, approval of a special one-time grant of equity-based awards to Dr. Noam Kalkin, the the company's chief technology officer and a member of the board to be vested on April 1st, 2027 as described in the proxy statement. See approval of an annual cash bonus for each of Mr. Rahm Ahnes, the company's chief executive officer and Dr. Noam Arkin, the company's chief technology officer and a member of the board as described in the proxy statement. Item four, non-executive director compensation, Approval of equity-based award to Professor Renina Eldar, a member of the board, and Mr. Yair Shamir, chairman of the board, and Mr. Scott Christ, a member of the board, as described in the proxy statement. Five, amended compensation policy. Approval of the company's amended compensation policy for its executive officers and directors as required under the Israeli company's vote as described in the proxy statement. Item six, appointment of independent auditors, approval of the appointment of Soma Chai King, registered public accounting firm, a member of firm of KPMG International as the company's independent registered public accounting firm for the year ending December 31, 2026 and until the annual general meeting of 2027, and to authorize the audit committee or the board to fix such accounting firm's annual compensation. Item seven, approval of reverse share split. Approval of a reverse split of the ordinary shares of the company at a ratio to be determined by the board in its sole discretion so that immediately upon its effectiveness, the ordinary shares would trade at a price of approximately $3 per share to approve the corresponding amendment to the company's amended and restated articles of association to reflect the change in the company's registered share capital and the power value of the ordinary share resulting from the reverse split and to authorize the board to implement the reverse split and determine the exact ratio within such range at such time as the board deems appropriate no later than the annual general meeting of shareholders of 2027 as described in the proxy statement. According to the preliminary proxy voting results received prior to the meeting, as reported to us by our voting inspector, Continental Stock Transfer and Trust Company, I'm happy to announce that all proposals on the agenda were approved by the requisite majority of the shareholders, including the proposal that required a special majority of disinterested shareholders with in excess of 65% voting in favor of all proposals. As required under the Israeli company's law, the company's audited financial statement for the year ended on December 31, 2025 is being presented at this annual general meeting. Therefore, members of the company's management team are available to answer any questions regarding the company's audited financial statement for the year ended December 31, 2025, which are included in the company's annual report on Form 20th.

Ram Machness, CEO

Thank you. If there are no questions, then there is no further business to come before the meeting. This meeting is adjourned.