ELTEK LTD

PROXY STATEMENT

This Proxy Statement is furnished to the holders of Ordinary Shares, NIS 3.0 nominal value (the “Ordinary Shares”), of Eltek Ltd. (“Eltek” or the “Company”) in connection with the solicitation of proxies to be voted at the annual general meeting of the Company’s shareholders to be held at the Company’s offices at 20 Ben Zion Gelis Street, Petach Tikva, Israel, on August 11, 2026 at 10:00 A.M. Israel time, and thereafter as it may be adjourned from time to time (the “Meeting”). Our shareholders will be asked to vote upon the following matters:

A proxy card for use at the Meeting and a return envelope for the proxy card are enclosed. By signing the proxy card, shareholders may vote their shares at the Meeting whether or not they attend. Upon the receipt of a properly signed and dated proxy card in the form enclosed, the shares represented thereby will be voted in accordance with the instructions of the shareholder indicated thereon. The Company knows of no other matters to be submitted at the Meeting other than as specified in the Notice enclosed with this Proxy Statement. Shares represented by executed and unrevoked proxies will be voted. On all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote “for” or “against” the matter, although they will be counted to determine if a quorum is present.

The proxy solicited hereby may be revoked at any time prior to its exercise, by the substitution with a new proxy bearing a later date or by a request for the return of the proxy at the Meeting. All proxy instruments and powers of attorney must be delivered to the Company or its transfer agent no later than 48 hours prior to the Meeting.

The Company expects to mail this Proxy Statement and the proxy card to shareholders on or about July 14, 2026. All expenses of this solicitation will be borne by the Company. In addition to the solicitation of proxies by mail, directors, officers and employees of the Company, without receiving additional compensation therefore, may solicit proxies by telephone, facsimile, in person or by other means. Brokerage firms, nominees, fiduciaries and other custodians have been requested to forward proxy solicitation materials to the beneficial owners of shares of the Company held of record by such persons, and the Company will reimburse such brokerage firms, nominees, fiduciaries and other custodians for reasonable out-of-pocket expenses incurred by them in connection therewith.

Shareholders Entitled to Vote.

Only holders of record of Ordinary Shares at the close of business on July 9, 2026 are entitled to notice of and to vote at the Meeting. The Company had 6,720,827 Ordinary Shares issued and outstanding on June 29, 2026, each of which is entitled to one vote on each matter to be voted on at the Meeting. The Company’s Amended and Restated Articles of Association (the “Articles”) do not provide for cumulative voting for the election of the directors or for any other purpose. The presence, in person or by proxy, of at least two shareholders of record holding at least thirty-three percent (33%) of the total voting power attached to the Ordinary Shares then outstanding, will constitute a quorum at the Meeting.

Only holders of record of Ordinary Share as of the close of business on July 9, 2026 are entitled to notice of, and to vote at the Meeting, in person or by proxy:

Votes Required.

Items ‎1 and ‎5 are ordinary resolutions, which require the affirmative vote of a majority of the Ordinary Shares present and voting on the proposed resolution, in person or by proxy. The votes of all shareholders voting on the matter will be counted.

Item 2 is a special resolution, which is submitted for our shareholders’ approval, following approval of the Board, and which requires the affirmative vote of a majority of the Ordinary Shares present and voting on the matter, in person or by proxy,provided that either (i) at least a majority of the Ordinary Shares voted by shareholders who are not Controlling shareholders and who do not have a Personal Interest in the matter, are voted in favor of the proposed resolution; or (ii) the total number of the Ordinary Shares voted against the proposed resolution by shareholders who are not Controlling shareholders and who do not have a Personal Interest in the matter, does not exceed two percent (2%) of the outstanding voting power in the Company.

Items ‎3 to ‎4 are special resolutions, which are submitted for our shareholders’ approval, following approval of each of (i) the Company’s Compensation Committee and (ii) the Board, and which require the affirmative vote of a majority of the Ordinary Shares present and voting on the matter, in person or by proxy,provided that either (i) at least a majority of the Ordinary Shares voted by shareholders who are not Controlling shareholders and who do not have a Personal Interest in the matter, are voted in favor of the proposed resolution; or (ii) the total number of Ordinary Shares voted against the proposed resolution by shareholders who are not Controlling shareholders and who do not have a Personal Interest in the matter, does not exceed two percent (2%) of the outstanding voting power in the Company.

Generally, an act or transaction with a Controlling shareholder or in which a Controlling shareholder has a Personal Interest (as defined below) requires our shareholders’ approval every three (3) years.

For the purposes of this Proxy Statement,“Controlling shareholder”means a person or entity that has the ability to direct the Company’s actions. For Items ‎2, ‎3 and ‎4, any person holding twenty-five percent (25%) or more of the voting power in the Company,provided that no other person holds fifty percent (50%) or more of the outstanding voting power in the Company, or of the rights to appoint the Company’s directors or the CEO, is considered a Controlling shareholder.

For the purposes of this Proxy Statement,“Personal Interest”means a shareholder’s personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of such shareholder’s relative (which includes any members of his/her (or his/her spouse’s) immediate family or the spouses of any such members of his/her (or his/her spouse’s) immediate family); and (ii) a personal interest of a body corporate in which a shareholder or any of his/her aforementioned relatives serves as a director or the chief executive officer, owns at least five percent (5%) of its issued and outstanding share capital or its voting rights, or has the right to appoint directors or the chief executive officer, but excluding a personal interest arising solely from holding of shares in the Company or in a body corporate. In addition, under the Companies Law, 5759-1999 (the “Companies Law”) in case of a person voting by proxy for another person, Personal Interest includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether the proxy holder has discretion to vote or not.

In accordance with the Relief Regulations, a shareholder voting at the Meeting or prior thereto by means of the enclosed Proxy Card is deemed to confirm to the Company that such shareholder does not have a Personal Interest with respect to any matter thus voted upon and that such shareholder is not a Controlling shareholder, unless such shareholder had previously delivered to the Company a written notice stating otherwise.

The review of our audited Consolidated Financial Statements for the fiscal year ended December 31, 2025, described under Item ‎6 does not involve a vote of our shareholders.