QTREX Quantum Ltd. 提交 6-K 文件：2026 年股東週年及特別大會通知

EX-99.1
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qtrexex99-1.htm
EXHIBIT 99.1

 

Exhibit 99.1

 

QTREX QUANTUM LTD.

NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS

 

Notice is hereby given that an Annual and Extraordinary
General Meeting of Shareholders (the “Meeting”) of QTREX Quantum Ltd. (“QTREX” or the “Company”)
will be held on August 28, 2026, at 1:00 p.m. Israel time at the Company’s office, located at 2 Ha-Tidhar St. Ra’anana, 4366504,
Israel.

 

The Meeting is being called for the following
purposes:

 

 
 1.
 To re-appoint Ziv Haft, Certified Public Accountants (Israel), a member of BDO Global, an independent registered public accounting firm, as the Company’s independent auditor of the Company until the next annual general meeting of shareholders, and to authorize the Company’s board of directors (the “Board”) to determine the compensation of Ziv Haft until the next annual general meeting (“Proposal 1”); 

 
 

 
 2.
 To re-elect Mr. Dagi Ben-Noon, Mr. Tal Parnes, Mr. Lior Amit and Ms. Sivan Matza, and to elect Dr. Shlomit Chappel-Ram to serve as members of the Board until the next annual general meeting of shareholders (“Proposal 2”); 

 
  
  

 
 3.
 To approve the adoption of the Company’s updated compensation policy (“Proposal 3”);

 
  
  

 
 4.
 To approve an increase in the monthly fee for Mr. Dagi Ben-Noon, the Company’s Chief Executive Officer and a director (“Proposal 4”); 

 
  
  

 
 5.
 To approve a grant of Restricted Share Units (“RSUs”) to Mr. Dagi Ben-Noon, the Company’s Chief Executive Officer and a director (“Proposal 5”); 

 
  
  

 
 6.
 To approve an increase of the annual fee for Mr. Tal Parnes, the Chairman of the Board (“Proposal 6”); 

 
  
  

 
 7.
 To approve a grant of RSUs to Mr. Tal Parnes, the Chairman of the Board (“Proposal 7”); 

 
  
  

 
 8.
 To approve an increase in the annual fees for the Company’s non-executive directors (“Proposal 8”); 

 
  
  

 
 9.
 
 To approve a grant of RSUs to Mrs. Sivan
Matza and Mr. Lior Amit, non-executive directors of the Company (“Proposal 9”);

 

 
  
  

 
 10.
 To approve an increase in the Company’s
 authorized share capital and to amend and restate the Company’s amended and restated articles of association to reflect the same;
 (“Proposal 10”); and

 
  
  

 
 11. 
  To approve certain amendments to the Company’s amended and restated articles of association (“Proposal 11”, and together with Proposals 1-10, the “Proposals”).

 
 

In addition to putting forward the Proposals above
at the Meeting, the audited financial statements of the Company for the year ended December 31, 2025 and the Company’s annual report
for the year ended December 31, 2025 will be presented for discussion and consideration by the Company’s shareholders.

 

Board Recommendation

 

The Board unanimously recommends that you vote
in favor of each of the Proposals, which are described in the attached proxy statement (the “Proxy Statement”).

 

Record Date

 

Shareholders of record at the close of business
on July 31, 2026 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by
appointing a proxy to vote in their stead at the Meeting (as detailed below).

 

  

  

 

 

Required Vote and Voting Procedures

 

Pursuant to the Israeli Companies Law, 5759-1999
(the “Companies Law”), each of Proposals 1, 2, 10, and, in the event Proposal 3 is approved, also Proposals 6, 7 and
8 and 9 as described hereinafter, require the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding
ordinary shares of the Company, no par value (the “Ordinary Shares”), amounting in the aggregate to at least a majority
of the votes cast by shareholders at the Meeting with respect to such proposal (“Simple Majority”).

 

Pursuant to the Companies Law, each of Proposals
3, 4, 5, an, in the event Proposal 3 is not approved, Proposals 6, 7, 8 and 9 as described hereinafter, are subject to the fulfillment
of the voting requirement above and also one of the following additional voting requirements: (i) the majority of the shares that are
voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling
shareholders and do not have a personal interest in the Proposal; or (ii) the total number of shares held by 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 (the
“Special Majority”).

 

For this purpose, “Personal Interest”
is defined under the Companies Law as: (1) a shareholder’s personal interest in the approval of an act or a transaction of the Company,
including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder’s spouse,
siblings, parents, grandparents, descendants, and spouse’s descendants, siblings, and parents, and the spouse of any of the foregoing);
(ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the
chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief
executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering
shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering
shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes
a personal interest arising solely from the fact of holding shares in the Company.

 

For this purpose, a “controlling shareholder”
is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder
of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or herself of together
with others, one half or more of any one of the “means of control” of a company; in the context of a transaction with an interested
party, a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting
rights in the company, is also presumed to be a controlling shareholder. “Means of control” is defined as any one of the following:
(i) the right to vote at a general meeting of a company, or (ii) the right to elect directors of a company or its chief executive officer.

 

According to the Companies Law Regulations
(Exemptions for Companies whose Securities are Listed for Trading on a Stock Exchange Outside of Israel) 5760-2000, by signing and
submitting the attached proxy card, a shareholder of record declares and approves that he or she is not a controlling shareholder and/or
has no personal interest in the approval of any of the items on the Meeting agenda that requires such declaration under the Companies
Law, with the exception of a personal interest that the shareholder positively informed the Company about, as detailed
in the attached proxy card.

 

Pursuant to the Company’s amended and restated
articles of association (the “Current Articles”), Proposal 10 requires the affirmative vote of a majority of at least
70% of the voting power represented at the Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of
the voting power present and voting.

 

 2

  

 

 

How You Can Vote

 

A form of proxy for use at the Meeting is attached
to the Proxy Statement, together with a return envelope, will be sent to holders of the Company’s Ordinary Shares. By appointing
“proxies,” shareholders may vote at the Meeting regardless of whether they attend in person. If a properly executed proxy
in the attached form is received by the Company at least four (4) hours prior to the Meeting, all of the Ordinary Shares represented by
the proxy shall be voted as indicated on the form. Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence
of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted “FOR” all of the
proposed resolutions to be presented at the Meeting for which the Board recommends a “FOR”.

 

Shareholders may revoke their proxies or voting
instruction form (as applicable) in accordance with Section 9 of the Companies Law regulations (proxy and position statements), by filing
with the Company a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date
and time.

 

Shareholders of Record

 

If your shares are registered directly in your
name with our transfer agent, Equinity Trust Company LLC, you are considered, with respect to those shares, the shareholder of record.
In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy
card included with this Proxy Statement to grant your voting proxy directly to Yafit Tehila, the Chief Financial Officer of the Company
([email protected]), or to vote in person at the Meeting.

 

Beneficial Owners

 

If your shares are held through a bank, broker
or other nominee, they are considered to be held in “street name” and you are the beneficial owner with respect to those shares.
A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial
owner at the Meeting and must also provide the Company with a copy of their identity card, passport or certification of incorporation,
as the case may be. If your shares are held in “street name,” as of the Record Date, these proxy materials are to be forwarded
to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a
voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting.
Since a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal
proxy” from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting.
Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among
other things, with respect to the election and/or re-election of directors (Proposal 2) or any matter that relates to compensation (Proposals
3, 4, 5, 6, 7, 8, 9 and 10), which we believe are considered as non-routine under applicable rules; and therefore, a “broker non-vote”
occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds ordinary shares through a bank
or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares count for all proposals.

 

 
  
 Sincerely,

 
  
  

 
  
 /s/ Tal Parnes

 
  
 Chairman of the Board of Directors

 
  
  

 
  
 July 24, 2026

 
 

 3

  

 

 

QTREX QUANTUM LTD.

RA’ANANA,
ISRAEL

 

PROXY STATEMENT

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 28, 2026

 

The enclosed proxy statement (the “Proxy
Statement”) is being solicited by the board of directors (the “Board of Directors”) of QTREX Quantum Ltd.
(the “Company”) for use at the Company’s annual and extraordinary general meeting of shareholders (the “Meeting”)
to be held on August 28, 2026, at 1:00 p.m. Israel time, or at any adjournment or postponement thereof.

 

Upon the receipt of a properly executed proxy
in the form enclosed, the persons named as proxies therein shall vote the ordinary shares, no par value, of the Company (the “Ordinary
Shares”) covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions,
and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby shall be voted in favor of each of
the proposals described in this Proxy Statement.

 

Quorum 

 

Two or more shareholders present, personally or
by proxy, holding in the aggregate not less than twenty-five percent (25%) of the Company’s outstanding Ordinary Shares, shall constitute
a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand
adjourned until August 28, 2026, at 2:30 p.m. Israel time (the “Adjourned Meeting”). At the Adjourned Meeting, any
number of shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect
of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose
of determining a quorum.

 

Required Majority 

 

Pursuant to the Israeli Companies Law, 5759-1999
(the “Companies Law”), each of Proposals 1, 2, 10, and in case Proposal 3 is approved, also Proposals 6, 7, 8 and 9
as described hereinafter, require the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary
Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders at the Meeting with
respect to such proposals (a “Simple Majority”).

 

Pursuant to the Companies Law, each of Proposals
3, 4, 5, and, and in case Proposal 3 will not be approved, Proposals 6, 7, 8 and 9 as described hereinafter, are subject to the fulfillment
of the voting requirement above and also one of the following additional voting requirements: (i) the majority of the shares that are
voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling
shareholders and do not have a personal interest in the Proposal; or (ii) the total number of shares held by 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 (the
“Special Majority”).

 

For this purpose, “Personal Interest”
is defined under the Companies Law as: (1) a shareholder’s personal interest in the approval of an act or a transaction of the Company,
including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder’s spouse,
siblings, parents, grandparents, descendants, and spouse’s descendants, siblings, and parents, and the spouse of any of the foregoing);
(ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the
chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief
executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering
shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering
shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes
a personal interest arising solely from the fact of holding shares in the Company. 

 

 4

  

 

 

For this purpose, a “controlling shareholder”
is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder
of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or herself or together
with others, one half or more of any one of the “means of control” of a company; in the context of a transaction with an interested
party, a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting
rights in the company, is also presumed to be a controlling shareholder. “Means of control” is defined as any one of the following:
(i) the right to vote at a general meeting of a company, or (ii) the right to elect directors of a company or its chief executive officer.

 

According to the Companies Law Regulations
(exemptions for companies whose securities are listed for trading on a stock exchange outside of Israel) 5760-2000, by signing and
submitting the attached Proxy Card, a shareholder of record declares and approves that he or she is not a controlling shareholder and/or
has no personal interest in the approval of any of the items on the Meeting agenda that requires such declaration under the Companies
Law, with the exception of a personal interest that the shareholder positively informed the Company about, as detailed
in the attached proxy card.

 

Pursuant to the Company’s amended and restated
articles of association (the “Current Articles”), Proposal 10 requires the affirmative vote of a majority of 70% of
the voting power represented at the Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of the voting
power present and voting.

 

In accordance with the Companies Law, and regulations
promulgated thereunder, any shareholder of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting
may submit to the Company a proposed additional agenda item for the Meeting (and in case of a proposed additional agenda item for nominating
or removal of a director, at least five percent (5%) to Ms. Yafit Tehila, via e-mail ([email protected]) no later than July 31, 2026. All
such submissions must comply with the requirements under the Companies Law, the regulations promulgated thereunder, and the Current Articles.

 

Position Statements 

 

Shareholders wishing to express their position
on an agenda item for this Meeting may do so by submitting a written statement (a “Position Statement”) to the Company’s
offices at 2 Ha-Tidhar St. Ra’anana, 4366504,, Israel. Any Position Statement received shall be furnished with the U.S. Securities
and Exchange Commission (“SEC”) on a Report of Foreign Private Issuer on Form 6-K and be made available to the public
on the SEC’s website at www.sec.gov. Position Statements should be submitted to the Company no later than August 18, 2026. A shareholder
is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors’
response to the Position Statement shall be submitted no later than August 23, 2026.

 

It is noted that there may be changes on the agenda
after publishing the Proxy Statement, including Position Statements. Therefore, the most updated agenda shall be furnished with the SEC
on a Report of Foreign Private Issuer on Form 6-K and shall be made available to the public on the SEC’s website at www.sec.gov.

 

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PROPOSAL 1

 

TO RE-APPOINT ZIV HAFT, CERTIFIED PUBLIC ACCOUNTANTS
(ISRAEL), A MEMBER OF BDO GLOBAL, AS THE COMPANY’S INDEPENDENT AUDITOR OF THE COMPANY, AND TO AUTHORIZE THE COMPANY’S BOARD
OF DIRECTORS TO DETERMINE THE COMPENSATION OF ZIV HAFT UNTIL THE NEXT ANNUAL GENERAL MEETING

 

Under the Companies Law,
the appointment of independent public accountants requires the approval of the shareholders of the Company.

 

The Board of Directors
has authorized and approved the re-appointment of the accounting firm of Ziv Haft, Certified Public Accountants (Israel), a member of
BDO Global (“Ziv Haft”), as the Company’s independent auditor until the next annual general meeting, after examining,
among other things, its expertise, experience in the industry in which the Company operates, the length of time they have served as an
auditor of the Company and its independence as an auditor.

 

On July 6, 2026, the
Board of Directors determined, pursuant to the recommendation of the Company’s audit committee, that the compensation of Ziv Haft
is reasonable, after examining, among other things, the scope of its work and the complexity and scope of the Company’s activities.

 

The Board of Directors
believes that the re-appointment of Ziv Haft as the independent auditor of the Company is appropriate and in the best interests of the
Company and its shareholders.

 

For additional information
on the fees paid by the Company and its subsidiaries to Ziv Haft in each of the previous two fiscal years, please see Item 16C ‘Principal
Accountant Fees and Services’ in the Company’s annual report on Form 20-F for the year ended December 31, 2025, filed with
the SEC on March 26, 2026.

 

The shareholders of the
Company are requested to adopt the following resolution:

 

“RESOLVED, to
re-appoint Ziv Haft as the Company’s independent auditor until the next annual general meeting, and to authorize the Company’s
Board of Directors to determine the compensation of Ziv Haft until the next annual general meeting.”

 

The re-appointment of
Ziv Haft requires the affirmative vote of a Simple Majority.

 

The Board of Directors unanimously recommends
a vote FOR the above proposal.

 

 6

  

 

 

PROPOSAL 2

 

TO RE-ELECT MR. DAGI BEN-NOON, MR. TAL PARNES,
MR. LIOR AMIT AND MS. SIVAN MATZA, AND TO ELECT DR. SHLOMIT CHAPPEL-RAM AS MEMBERS OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL
MEETING OF SHAREHOLDERS

 

Background 

 

Under the Companies Law,
the management of the Company’s business is vested in the Board of Directors. The Board of Directors may exercise all powers and
may take all actions that are not specifically granted to our shareholders.

 

The Current Articles
provide that the Company may have at least three (3) and not more than twelve (12) directors.

 

The Board of Directors
currently consists of five (5) directors, including Mr. Dagi Ben-Noon, Mr. Tal Parnes, Mr. Lior Amit and Ms. Sivan Matza, who were previously
re-elected at the Company’s annual general meeting of shareholders that convened on December 30, 2025, and Dr. Shlomit Chappel-Ram,
who was appointed by the Board of Directors on July 14, 2026, in accordance with the Current Articles. Each director holds office until
the annual general meeting of the Company’s shareholders in which his or her term expires.

 

Re-Election and
Election of Directors

 

The Board of Directors
has approved the nomination of each of the following individuals for re-election as members of the Board of Directors – Mr. Dagi
Ben-Moon, Mr. Tal Parnes, Mr. Lior Amit and Ms. Sivan Matza, and the nomination of Dr. Shlomit Chappel-Ram for election as a member of
the Board of Directors (together, the “Director Nominees”). The Board of Directors recommends that the shareholders
elect and/or re-elect each of the Director Nominees to the position of director until the next annual general meeting is held.

 

Each of the Director
Nominees, whose professional background is provided below, has advised the Company that they are willing, able, and ready to serve as
directors if elected and/or re-elected. Additionally, in accordance with the Companies Law, each of the nominees has certified to the
Company that he or she meets all the requirements of the Companies Law for election and/or re-election as a director of a public company,
and has the necessary qualifications and sufficient time, to fulfill his or her duties as a director of the Company, taking into account
the size and needs of the Company. The Company does not have any understanding or agreement with respect to the future re-election of
any of the Directors.

 

In addition, the Board
of Directors has determined that each of Mr. Lior Amit, Ms. Sivan Matza and Dr. Shlomit Chappel-Ram is independent under the Nasdaq listing
standards.

 

Subject to the election
and/or re-election of the Director Nominees, they shall continue to be entitled to indemnification and exemption letters as applicable
and shall continue to be covered by the Company’s director and officers’ insurance.

 

In addition, in the event
that Proposal 8 will not be approved, each of the non-executive Director Nominees shall continue to be entitled to the same fixed fee
as previously approved by the Company’s shareholders on May 12, 2025. In the event that Proposal 8 is approved, each of the non-executive
Director Nominees shall be entitled to the New Fixed Fee for Directors, as defined in Proposal 8.

 

Mr. Parnes shall be eligible
to the fixed fee previously approved by the Company’s shareholders on May 12, 2025, for his position as the Company’s Chairman
of the Board of Directors. In the event that Proposal 6 is approved, Mr. Parnes will be eligible to the New Annual Fee to Mr. Parnes (as
defined in Proposal 6 below).

 

 7

  

 

 

Mr. Ben-Noon is currently
compensated according to his position as the Company’s Chief Executive Officer, in accordance with the terms of compensation previously
approved by the Company’s shareholders on May 12, 2025, and in accordance with the Proposed Compensation policy (as defined in Proposal
3 below).

 

As of the date of this
Proxy Statement, Mr. Ben-Noon is not entitled to additional compensation for his services as a director. In case Proposal 4 is approved,
Mr. Ben-Noon will be eligible to the Updated Cost of Monthly fee to Mr. Ben-Noon (as defined in Proposal 4 below).

 

Set forth below is certain
biographical information regarding the background and experience for each of the Director nominees:

 

Mr. Dagi Ben-Noon

 

Mr. Dagi Ben-Noon
has served as our Chief Executive Officer since July 2020 and as a director since March 2020. Prior to that, Mr. Ben-Noon served as our
Chief Operations Officer from March 2018 to June 2020. Mr. Ben-Noon co-founded our company in February 2018. Mr. Ben-Noon has over 15
years of experience in product development from idea inception to illustration, design, manufacturing and product launch. Mr. Ben-Noon
co-founded Nano Dimension Ltd. (Nasdaq: NNDN) and served as the company’s chief operating officer and director from July 2012 to
October 2017. As Nano Dimension Ltd.’s chief operating officer, Mr. Ben-Noon was in charge of the company’s research and development,
operations, production, quality and information technology. Mr. Ben-Noon has a BSc in Mechanical Engineering from the Ben-Gurion University
of the Negev in Beer Sheva, Israel.

 

Mr. Tal Parnes

 

Mr. Tal Parnes has served as Chairman of
our Board of Directors since February 1, 2025, and has served on our Board of Directors since July 16, 2021. Mr. Parnes co-founded and
served as a chief executive officer and president of Zuta-Core Ltd. from 2016 to 2020. Prior to that, Mr. Parnes co-founded and served
as a chief executive officer of HQL Pharmaceuticals Ltd. from 2010 to 2015. Mr. Parnes also served as chief operating officer of Silynx
Communications Inc. from 2007 to 2009, served as a vice president of operations of Wavion Inc. from 2005 to 2006 and vice president of
operations of Atrica Ltd. from 2002 to 2004. Between 1999 to 2001, Mr. Parnes also served as chief financial officer and business development
director of Printlife Ltd. Mr. Parnes holds a B.A. in Economics and History from Tel Aviv University.

  

Mr. Lior Amit

 

Mr. Lior Amit has served on our Board of
Directors since August 1, 2021. Since 2014, Mr. Amit has served as a private financial advisor for both high net worth individuals and
companies, serves as a director in Nirplex Ltd. and served as a director in Scoutcam Inc., ICIC, an Israeli credit insurance company and
Ronimar LTD. Mr. Amit was the CFO of the BBR Saatchi & Saatchi advertising group in Israel from 1996 to 2013, helping to turn it into
a leading local advertising company including advertising agencies, media operations and digital and content, growing from 40 employees
to 250 employees. Mr. Amit holds a Master of Business Administration (Finance and Insurance) and a B.A. in Economics and Accounting from
Tel Aviv University. Mr. Amit is a Certified Public accountant in Israel and holds an advisor license with the Israeli Securities Authority.

 

Ms. Sivan Matza

 

Ms. Sivan Matza
has served on our Board of Directors since October 21, 2025. Ms. Matza has been working as a consultant and director at Brevan Howard
Tel Aviv from January 2021. Ms. Matza has been working as an owner's representative at Alexander Hotel (Tel Aviv) from 2017. Prior to
that, Ms. Matza was an executive committee member and director at Braven Howard Israel Ltd from 2014 to 2018, and prior to that Ms. Matza
was the finance and operations manager, head of human resources and compliance and anti-money laundering officer at Braven Howard (Israel)
Ltd from 2006 to 2018. From 2003 to 2006, Ms. Matza was a CPA in finance division in Bank Leumi, and from 1999 to 2003, Ms. Matza was
audit manager in Hi-Tech division at Ernst & Young. Ms. Matza holds an M.A. in law with specialization in accounting from Bar-Ilan
University, has a CPA from the Institute of Certified Public Accountants, Israel, and holds a B.A. in Business Management from The College
of Management, Rishon LeZion.

 

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Dr. Shlomit Chppel-Ram

 

Dr. Shlomit Chappel-Ram is nominated
for election to our Board of Directors at the Meeting. Dr. Chappel-Ram has over 20 years of executive leadership experience in the medical
device industry and capital equipment. She has served as General Manager of Digma Medical since January 2025, where she leads operations,
product development, regulatory and clinical programs, fundraising, and investor communications. Prior to that, Dr. Chappel-Ram served
as Vice President research and development (“R&D”) and Investor Relations at Digma Medical from January 2021 to
December 2024. Dr. Chappel-Ram also serves as a consultant and advisory board member at Kidron Capital Assets since April 2021, and served
as a consultant and advisory board member at NGLi Holdings from March 2023 to March 2024. Previously, Dr. Chappel-Ram served as Vice President
R&D at Nano Dimension Ltd. from March 2019 to December 2020, and as R&D Senior Manager at Edwards Lifesciences from May 2017 to
March 2019, and in multiple senior research and development roles at Medinol Ltd. from 2006 to 2017. Dr. Chappel-Ram’s academic
and professional training includes a Ph.D. in Physical Chemistry, summa cum laude, an MBA from Bar-Ilan University, postdoctoral
work in Chemistry and Biochemistry at the City University of New York and completion of the Directors & Senior Corporate Officeholders
Program at Tel Aviv University, LAHAV Executive Education.

 

The shareholders of the
Company are recommended to adopt the following resolutions at the Meeting:

 

“RESOLVED, to
re-elect Mr. Dagi Ben-Noon as a director of the Company until the next annual general meeting of shareholders following such re-election
and until he ceases to serve in office in accordance with the provisions of the Current Articles or any law, whichever is the earlier.”

 

“RESOLVED, to
re-elect Mr. Tal Parnes as a director of the Company until the next annual general meeting of shareholders following such re-election
and until he ceases to serve in office in accordance with the provisions of the Current Articles or any law, whichever is the earlier.”

 

“RESOLVED, to
re-elect Mr. Lior Amit as a director of the Company until the next annual general meeting of shareholders following such re-election and
until he ceases to serve in office in accordance with the provisions of the Current Articles or any law, whichever is the earlier.”

 

“RESOLVED, to
re-elect Ms. Sivan Matza as a director of the Company until the next annual general meeting of shareholders following such re-election
and until she ceases to serve in office in accordance with the provisions of the Current Articles or any law, whichever is the earlier.”

 

“RESOLVED, to
elect Dr. Shlomit Chappel-Ram as a director of the Company until the next annual general meeting of shareholders following such re-election
and until she ceases to serve in office in accordance with the provisions of the Current Articles or any law, whichever is the earlier.”

 

The election and/or re-election of each
director shall be voted upon separately.

 

The election and/or re-election
of each Director Nominee requires the affirmative vote of a Simple Majority.

 

The Board of Directors
unanimously recommends a vote FOR the above proposal.

 

 9

  

 

 

PROPOSAL 3

 

TO APPROVE THE ADOPTION OF THE COMPAY’S
UPDATED COMPENSATION POLICY

 

Background 

 

Pursuant to the Companies Law, all public Israeli
companies are required to adopt a written compensation policy for their officers and directors, which addresses certain items prescribed
by the Companies Law and serves as a flexible framework for executive and director compensation. Accordingly, on December 17, 2021, the
Company’s shareholders approved the compensation policy for the Company’s officers and directors for a period of five (5)
years as of the completion of our initial public offering (the “Previous Compensation Policy”).

 

Since our initial public offering, which took
place on July 16, 2021, our Previous Compensation Policy expired on July 16, 2026, and therefore, is not in effect as of the date of this
Proxy Statement and requires renewal for an additional three-year period.

 

Proposed Compensation Policy 

 

On July 6, 2026, the Compensation Committee and
Board of Directors, reviewed in depth the terms of the Previous Compensation Policy and approved, and recommended to the Company’s
shareholders to approve the adoption of an updated compensation policy (the “Proposed Compensation Policy”). The purpose
of the amendments included in the Proposed Compensation Policy (compared to the Previous Compensation Policy) is to meet the changing
legal and business environment in which the Company operates and the compensation needs of its officers.

 

The following table presents the main amendments
made in the Proposed Compensation Policy compared to the Previous Compensation Policy:

 

 
 Section
  
 Topic
  
 Previous Compensation Policy  
  
 Proposed Compensation Policy

 
 5.1.2.1
  
 Base Salary, Equity- Based Compensation
  
 N/A
  
 
 “Equity Compensation in Lieu of Cash
 Salary - The Compensation Committee and the Board of Directors may decide to exchange the basic salary (or part thereof) with
 equity-based compensation (the "Exchange Basic Salary"), such as options to purchase Ordinary Shares of the Company,
 Restricted Shares ("RS") or Restricted Share Units ("RSUs"), either in whole or in part, which may be
 granted under the Company's equity incentive plan, as amended from time to time, and in a minimum exercise price per share as allowed
 under any applicable law, and which may be vested on a monthly basis, in accordance with applicable law.

  

 In such case, the value of the equity-based
compensation granted in lieu of the Converted Basic Salary shall equal 1.3 times the amount of the basic salary converted for the relevant
month.”

 
  
  
  
  
  
  
  

 
 5.1.2.2
  
 Base Salary, Equity-Based Compensation
  
 N/A
  
 
 “Exchange of Accrued and Unpaid Salary
 for Equity - The Compensation Committee and the Board of Directors may decide to exchange accrued and unpaid cash salary owed
 to Executives, including controlling shareholders and/or relatives of a controlling shareholder (only in the circumstances described in
 this section), with RSUs, Options or any other equity-based compensation, in accordance with the Company's equity incentive plan (the
 "Exchanged Equity-Based Compensation").

  

 The Exchanged Equity-Based Compensation terms
will be determined as follows: (i) Vesting Period – will be no less than one (1) month; (ii) Share Price -
will be calculated according to the average of the Company's market share price over the last 5-30 trading days (at the Board's discretion),
with a discount of up to 50%. All other relevant terms will be as specified in Section 6.6 of this Policy.”

 

 10

  

 

 

 Section
  
 Topic
  
 Previous Compensation Policy  
  
 Proposed Compensation Policy

 
 6.3.1
  
 Annual Bonus, Equity-Based Compensation
  
 N/A
  
 
 “The Compensation Committee and Board
of Directors may pay part or all of the annual bonus in equity-based compensation, in accordance with the terms specified in section
6.6 below.”

 
  
  
  
  
  
  
  

 
 6.8.1
  
 Compensation of Directors
  
 The Company’s directors will be eligible to receive a fixed compensation fee which will not exceed the higher of: (i) 50,000 USD annual and participation fee; or (ii) the maximum amount in accordance with the table specified in the Second and Third Schedule of the compensation regulations under the Companies Law.
  
 The Company’s directors will be eligible to receive a fixed compensation fee which will not exceed the higher of: (i) 55,000 USD annual and participation fee; or (ii) the maximum amount in accordance with the table specified in the Second and Third Schedule of the compensation regulations under the Companies Law.

 
 

Other than the above-mentioned changes as reflected
in the Proposed Compensation Policy, some additional technical and immaterial changes were made.

 

When considering the approval of the Proposed
Compensation Policy, the Compensation Committee and Board considered numerous factors, including the advancement of the Company’s
objectives, the Company’s business plan and its long-term strategy, and creation of appropriate incentives for its officers and
directors. The Compensation Committee and the Board of Directors also considered, among other things, the Company’s risk management,
size and the nature of its operations, and reviewed various data and information they deemed relevant.

 

The Compensation Committee and the Board of Directors
also determined that the Proposed Compensation Policy is designed to promote retention and motivation of officers and directors, incentivize
superior individuals’ excellence, align the interests of the Company’s directors and officers with the long-term performance
of the Company and provide a risk management tool. To that end, a portion of an officer compensation package is targeted to reflect the
Company’s short and long-term goals, as well as the officer’s individual performance, while taking into account each officer’s
skills, education, expertise and achievements.

  

The Proposed Compensation Policy is attached hereto
as Annex A.

 

The shareholders
of the Company are requested to adopt the following resolution:

 

“RESOLVED, that the Proposed Compensation
Policy, in the form attached as Annex A to this Proxy Statement, be, and it hereby is, approved for a term
of three (3) years as of the date of this Meeting.”

 

The approval
of this proposal, as described above, requires the affirmative vote of a Special Majority.

 

The Board of Directors
recommends a vote FOR the approval of the proposed resolution.

 

 11

  

 

 

PROPOSAL 4

 

TO APPROVE AN INCREASE IN THE MONTHLY FEE FOR
MR. DAGI BEN-NOON, THE COMPANY’S CHIEF EXECUTIVE OFFICER AND A DIRECTOR 

 

We seek shareholder approval with respect to the
increase in the monthly fee of Mr. Ben-Noon, the Company’s Chief Executive Officer and director, all in accordance with our Proposed
Compensation Policy.

 

General

 

Mr. Dagi Ben-Noon has served as our Chief Executive
Officer since July 2020 and as a director since March 2020. Prior to that, Mr. Ben-Noon served as our Chief Operations Officer from March
2018 to June 2020.

 

During the period in which Mr. Ben-Noon has been
a part of the Company, Mr. Ben-Noon has made a significant contribution to the Company’s business and growth. The Compensation Committee
and the Board of Directors believe that Mr. Ben-Noon performs a significant role in the planning, establishment, and implementation of
the Company’s business model, and will continue to play a key role in the Company’s pursuit to enhance its business and growth
opportunities. Under Mr. Ben-Noon’s leadership, the Company has recently undertaken a significant strategic shift in its operations,
including the acquisition of certain assets comprising Nano Dimension Technologies Ltd.’s additive manufacturing electronics business
and Fabrica business. The Compensation Committee and the Board of Directors believe that Mr. Ben-Noon was instrumental in identifying,
negotiating and advancing this transaction, and in leading the Company’s efforts to integrate the acquired assets and capabilities
into its business. The Compensation Committee and the Board of Directors further believe that these developments reflect Mr. Ben-Noon’s
leadership, vision and ongoing contribution to the Company’s evolution and long-term growth strategy.

 

Monthly Fee

 

The current monthly fee paid to Mr. Ben-Noon
is NIS 100,800 (approximately $33,1271),
part of which is subject to value added tax (“VAT”). On July 6, 2026, the Compensation Committee and the Board of
Directors approved and recommend that the Company’s shareholders approve an increase in Mr. Ben-Noon’s monthly fee to a total
of NIS 130,000 (approximately $42,7232),
(the “Updated Cost of Monthly Fee to Mr. Ben-Noon”), in acknowledgment of Mr. Ben-Noon’s achievements and contribution
to the Company, effective as of July 1, 2026.

 

It is clarified that Mr. Ben-Noon is entitled
to compensation only for his position as the Company’s Chief Executive Officer and is not entitled to compensation for his position
as a member of the Board of Directors.

 

In making its recommendation with regard to the
approval of the Updated Cost of Monthly Fee to Mr. Ben-Noon, the Compensation Committee and the Board of Directors have considered all
relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder, and also
considered, among other things: (i) the responsibilities and duties performed by Mr. Ben-Noon, including Mr. Ben-Noon’s substantial
contributions to the Company, his efforts to achieve the Company’s business goals, and the importance of Mr. Ben-Noon to the future
growth of the Company; (ii) that the Updated Cost of Monthly Fee to Mr. Ben-Noon is in accordance with the Proposed Compensation Policy
) of Mr. Ben-Noon; and (iii) that the value of Mr. Ben-Noon’s compensation, including the Updated Cost of Monthly Fee to Mr. Ben-Noon,
is below the average fees paid to comparable chief executive officers in similar companies, in accordance with comparative data prepared
by an external consultant as presented to the Compensation Committee and the Board of Directors and reviewed by them (the “Benchmark
Report”).

 

The shareholders of the Company are requested
to adopt the following resolution:

 

“RESOLVED, to approve the Updated Cost
of Monthly Fee to Mr. Ben-Noon, the Company’s Chief Executive Officer and a director, as set forth in the Proxy Statement.”

 

The approval of the Updated Cost of Monthly Fee
to Mr. Ben-Noon, as described above, requires the affirmative vote of a Special Majority.

 

The Board of Directors unanimously recommends
a vote FOR the above proposal. 

 

 

1Unless otherwise noted, all conversions from NIS to U.S.
dollars in this Proxy Statement were made based on a conversion a rate of NIS 3.0428 per $1.00, which is the exchange rate as of July
17, 2026.

 

2See footnote 1 above.

 

 12

  

 

 

PROPOSAL 5

 

TO APPROVE A GRANT OF RSUS TO MR. DAGI BEN-NOON,
THE COMPANY’S CHIEF EXECUTIVE OFFICER AND A DIRECTOR 

 

On July 6, 2026, the Compensation Committee and
the Board of Directors, approved and recommended that the Company’s shareholders approve a grant of RSUs, which will be settled
in Ordinary Shares, to Mr. Ben-Noon, the Company’s Chief Executive Officer and a director, under the amended and restated QTREX
Quantum Ltd. (previously Inspira Technologies Oxy B.H.N. Ltd.) 2019 Equity Incentive Plan (the “Plan”).

 

The recommended grant consists of up to 550,000
RSUs to be granted to Mr. Ben-Noon (the “Grant of RSUs to Mr. Ben-Noon”). The annual value of Grant of RSUs on the
first year of vesting to Mr. Ben-Noon and its terms are within the frame and principles of the Previous Compensation Policy and the Proposed
Compensation Policy, representing an amount of $527,589 (approximately NIS 1,605,3483).

 

Together with the holdings of Ordinary Shares,
currently outstanding options exercisable to Ordinary Shares, and RSUs which will vest to Ordinary Shares, all granted to Mr. Ben-Noon
in the aggregate in the past, Mr. Ben-Noon’s holdings resulting from the Grant of RSUs to Mr. Ben-Noon, will be equal to approximately
4.89% of the Company’s issued and outstanding share capital on a fully diluted basis as of the date of this Proxy Statement.

 

The Grant of RSUs to Mr. Ben-Noon is subject to
a vesting period of three (3) years, as follows (in this proposal, the “Vesting Schedule”): (i) 33.34% of the RSUs
will vest on the first anniversary date following July 1, 2026 (the “First Instalment” and the “Commencement
Date”, respectively); and (ii) 8.33% of the RSUs will vest on a quarterly basis over 8 quarters (two (2) years), following the
First Instalment.

 

It is hereby clarified that the Vesting Schedule
will be accelerated upon the termination of Mr. Ben-Noon’s services by the Company, not for “cause” (as defined in the
Plan), or in the event of change of control (as defined in the Previous Compensation Policy and the Proposed Compensation Policy).

 

The Grant of RSUs to Mr. Ben-Noon will be granted
in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961, as applicable.

 

In making its recommendation with regard to the
approval of the Grant of RSUs to Mr. Ben-Noon, the Compensation Committee and the Board of Directors each have considered all relevant
considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder, and also considered,
inter alia: (i) the responsibilities of Mr. Ben-Noon and his contribution to the Company’s achievements and execution of the Company’s
strategy; (ii) that the Grant of RSUs to Mr. Ben-Noon reflects a fair and reasonable value for Mr. Ben-Noon’s services, commitment
and contribution to the Company’s achievements; (iii) that the Grant of RSUs to Mr. Ben-Noon is in accordance with the Previous
Compensation Policy and the Proposed Compensation Policy; (iv) that the Grant of RSUs to Mr. Ben-Noon is meant to establish and maintain
an alignment of interests between Mr. Ben-Noon and the Company’s shareholders; and (v) that the Grant of RSUs to Mr. Ben-Noon includes
a vesting schedule to retain Mr. Ben-Noon and his commitment for the Company’s businesses for the long term.

 

The shareholders of the Company are requested
to adopt the following resolution:

 

“RESOLVED, to approve the Grant of RSUs
to Mr. Ben-Noon, as set forth in the Proxy Statement.”

 

The approval of Grant of RSUs to Mr. Ben-Noon,
requires the affirmative vote of a Special Majority.

  

The Board of Directors unanimously recommends
a vote FOR the above proposal.

 

 

3See footnote 1 above

 

 13

  

 

 

PROPOSAL 6

 

TO APPROVE AN INCREASE OF THE ANNUAL FEE FOR
MR. TAL PARNES, THE COMPANY’S CHAIRMAN OF THE BOARD OF DIRECTORS

 

Background 

 

On January 19, 2025, the Board of Directors appointed
Mr. Tal Parnes as Chairman of the Board of Directors, effective as of February 1, 2025. As of July 2026, Mr. Parnes has assumed a more
active role in the Company’s affairs beyond the customary duties as Chairman of the Board of Directors. Among other things, Mr.
Parnes participates in management meetings, provides advice with respect to research and development matters and is expected to represent
the Company at conferences and industry events in the quantum field. In light of Mr. Parnes’ increased level of involvement, the
expanded scope of his contributions to the Company and the time and effort he devotes to these activities, the Compensation Committee
and the Board of Directors believe that it is appropriate to compensate Mr. Parnes as an active Chairman of the Board of Directors.

 

Suggested Increase to Mr. Parnes Annual
Fee

 

On July 6, 2026, the Compensation Committee and
the Board of Directors, approved and recommended that the Company’s shareholders approve an increase of the annual fee to which
Mr. Parnes, as Chairman of the Board of Directors, shall be entitled, to NIS 480,000 (approximately $157,7494)
(the “New Annual Fee to Mr. Parnes”).

 

The New Annual Fee to Mr. Parnes is in accordance
with the Company’s Proposed Compensation Policy for Active Chairman of the Board of Directors and will be paid on a quarterly basis
in NIS, subject to VAT, as applicable, and shall be effective as of July 1, 2026.

 

In making its recommendation with regard to the
approval of the New Annual Fee to Mr. Parnes, the Compensation Committee and the Board of Directors each have considered all relevant
considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder, and also considered,
inter alia: (i) the position of Mr. Parnes as Active Chairman of the Board of Directors, responsibilities, background and experience of
Mr. Parnes; and (ii) that the New Annual Fee to Mr. Parnes is fair and reasonable, in light of the expected increase in the scope of Mr.
Parnes’ services as an active Chairman and increase in his involvement in strategic management meetings and decisions, to promote
the Company’s goals and business objectives; and (iii) that the value of the New Annual Fee to Mr. Parnes, is below the average
of fees paid to comparable active Chairmen in similar companies, in accordance with the Benchmark Report.

 

The shareholders of the Company are requested
to adopt the