ZOOZ Strategy Ltd.

PROXY MATERIALS

Copies of the proxy card, the notice of the Meeting and this Proxy Statement are available atwww.zoozpower.com. Information about the Meeting can also be found on the “Investor Relations” section of our website. The contents of our and any other website are not incorporated by reference into this Proxy Statement.

Item no. 1

To approve a new compensation policy for the company’s executives and directors, in accordance with the requirements of the companies law

Under the Companies Law, the board of directors of an Israeli public company is required to establish a compensation policy regarding the terms of office of its office holders. Our office holders include our directors, executives and other managers who meet the definition of “office holder” under the Companies Law. We refer hereunder to office holders other than our directors as executives.

Pursuant to the Companies Law, the compensation committee and the board of directors of an Israeli public company must review the compensation policy from time to time, to consider its appropriateness and ensure its alignment with the company’s compensation philosophy. The compensation policy must generally be re-approved once every three years, or upon the lapse of a five-year period following the company’s initial public offering. The adoption, amendment and restatement of the policy is to be approved by the board of directors, after considering the recommendation of the compensation committee. Following such approvals, the compensation policy should be approved by the company’s shareholders, subject to the Special Majority requirements that are detailed above in the “Required Vote and Voting Procedures” section, except that the approval of the shareholders may be waived or overruled by the compensation committee and board of directors in certain circumstances prescribed by the Companies Law.

The Company’s current compensation policy (the “Current Compensation Policy”) was approved by our shareholders on February 11, 2021, as amended on October 14, 2021, following the approval of our Board and our compensation committee (the “Compensation Committee”), respectively.

General

On July 29, 2025, the Company entered into a Securities Purchase Agreement (the “Initial Purchase Agreement”) for a private placement (the “Initial Private Placement”) with certain institutional and other accredited investors ,which closed on July 31, 2025 (the “Initial Closing”).

On July 29, 2025, the Company entered into an additional Securities Purchase Agreement (the “Subsequent Purchase Agreement” and together with the Initial Purchase Agreement, the “Purchase Agreements”) for a private placement (the “Subsequent Private Placement” and together with the Initial Private Placement, the “Private Placement”) with certain institutional and other accredited investors, as well as additional agreements and documents related thereto.

On September 30, 2025, the Company announced the closing of the Subsequent Private Placement and the additional agreements and documents, in connection with the Company’s adoption of a bitcoin treasury reserve strategy. Such closing followed the shareholder approvals received at the Company’s extraordinary general meeting held on September 19, 2025 (the “Extraordinary Meeting”).

Following the closing of the Private Placement and related agreements and documents, the Company has begun undergoing a substantial transition in its business strategy, from a company engaged in the ultra-fast electric vehicle (“EV”) chargers, to a company engaged in bitcoin treasury reserve strategy, which requires specific expertise and talent in a rapidly evolving market with aggressive competition over such talent. In order to enable the Company to compete over such talent, the Compensation Committee and the Board reviewed the Current Compensation Policy, which was adopted by the Company in 2021, when the Company was listed for trading only on the TASE and was engaged in its previous line of business in the EV market. The Current Compensation Policy was not updated since its adoption in 2021, including following the Company’s dual-listing on Nasdaq, to better tailor it for a Nasdaq-listed company and for the new executives serving. When reviewing the Current Compensation Policy, the Compensation Committee and the Board assessed its adequacy for the Company’s new business strategy, which introduces new risks and uncertainties, including the ones detailed in the Company’s report on Form 6-K filed with the SEC on July 29, 2025 and in any subsequent filing made by the Company with the SEC, as well as its suitability for the new competitive business environment for executives and directors in such field and the aggressive competition that the Company is facing for attracting and retaining appropriate executives and directors in this sector. For such purpose, the Compensation Committee and the Board used benchmarking analysis with peer companies, as further detailed below, and concluded that the Current Compensation Policy is not adequate to support attracting and retaining appropriate executives and directors for its new business strategy, and should be replaced in its entirety with a new compensation policy specifically tailored for the Company’s new position.

As an international bitcoin treasury reserve strategy company, with several directors and other Office Holders who have the unique expertise required for leading the Company in its new business, and some of them residing outside of Israel (mainly in the United States), the Company is required to adopt a global compensation framework and compensation practices that are in line with those of its global peers in order to be competitive. Unlike its U.S. peers, which are comprised of U.S. issuers subject to the “Say on Pay” model, the Company is subject to an ex-ante process governed by Israeli legislation, which requires the adoption of a compensation policy that is brought for approval by Company shareholders. Hence, while the “Say on Pay” model requires shareholders to provide their support of compensation practices in retrospect, Israeli legislation imposes forward looking limitations on the Compensation Committee’s and the Board’s authority to approve executive compensation, setting a maximum cap upon each compensation component. Should the Compensation Committee and the Board wish to grant executive compensation that exceeds a certain cap defined under the compensation policy, it cannot do so without seeking the specific approval of the Company’s shareholders in advance.

The Company’s competitors are not limited in this manner and have the authority to approve executive compensation as they deem is in the best interest of their company. Having the appropriate authority to compete over executive talent in the Company’s industry is, therefore, of utmost importance, especially considering that there may be significant variance among the Company’s executives in terms of individual compensation levels based on their position, location, expertise and experience and the Company’s compensation policy should provide the Compensation Committee and the Board with authority to approve executive compensation that is competitive in relation to that provided by the Company’s peers, both in ordinary and exceptional circumstances – with the proposed maximum caps determined for the purpose of allowing enough flexibility for the Company to provide such level of compensation when appropriate.

In light of all of the above, and in order to determine the global best practices in executive compensation and to ascertain the positioning of the Company’s Office Holders’ compensation packages vis-à-vis its peers, the Compensation Committee and Board have used an independent third party’s benchmarking analysis with peer companies which the Compensation Committee and the Board deemed relevant in this respect. It is noted that since the Company is the first Israeli Nasdaq and TASE dual-listed company to implement a long-term strategic bitcoin treasury reserve strategy, this benchmark analysis was mostly of non-Israeli Nasdaq-listed technology companies. Such benchmark analysis provided that the Current Compensation Policy, including the pay mix and caps included therein, is not suitable for a global Company, which has transformed its business and requires specific expertise and talent in a rapidly evolving market with aggressive competition over such talent. The Compensation Committee and the Board also carefully considered the nature of the Company’s new business, the duties and responsibilities of the Company’s directors and other Office Holders considering the size of the Company and the scope, complexity and nature of its operations and information regarding its strategic business transition process, in light of the Company’s new business strategy, the challenges that the Company faces, the need to enhance the global competitiveness of the Company in attracting and retaining highly qualified directors and other Office Holders worldwide, market trends, including in situations where companies have undergone strategic business transitions, as well as other relevant information and materials that they deemed fit, and after analyzing all relevant factors and considerations required under the Companies Law, the Compensation Committee and Board have determined to adopt a new compensation policy tailored for the Company, which will replace the Current Compensation Policy in its entirety and will be in effect for a three-year period following its adoption (unless earlier amended or replaced in accordance with the Companies Law), in the form attached hereto asExhibit A (the “New Compensation Policy”), which was determined to be reasonable, appropriate and for the benefit of the Company, and recommend to the Company’s shareholders to approve the New Compensation Policy.

The terms of office of Office Holders are detailed in the New Compensation Policy, and include, among other things, arrangements regarding exculpation, insurance and indemnification, according to which, among other things, the Company may provide Executives and Directors with general directors’ and officers’ liability insurance as detailed therein, as well asrecoupment and reduction of compensation provisions applicable to all Office Holders, which are in addition to any other “clawback” or similar provisions regarding recoupment and reduction of compensation imposed on Office Holders by virtue of applicable securities laws, a separate contractual obligation or Company policies (which shall include the Company’s Policy for Recovery of Erroneously Awarded Compensation, as adopted by the Board and as may be in effect from time to time).

“RESOLVED, that the New Compensation Policy in the form attached to the Proxy Statement asExhibit A be, and hereby is, approved and adopted.”

In accordance with applicable Israeli law, the approval of Item No. 1 on the agenda for the Meeting requires the affirmative vote of the holders of a majority of the Ordinary Shares represented and voting on this item at the Meeting in person, by proxy or through the Electronic Voting System; provided that the Special Majority requirement is also satisfied, i.e. (i) the majority of the Ordinary Shares voted in favor of such items are not held by Interested Shareholders, not taking into account any abstentions, or that (ii) the total number of the shareholders mentioned in clause (i) above that voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.

Under Israeli law, with respect to Item No. 1, every voting shareholder is required to deliver a written notice to the Company stating whether such shareholder is an Interested Shareholder. To avoid confusion, each voting shareholder voting in person, by proxy (including by the voting instruction card) or through the Electronic Voting System, who has not delivered a written notice to the Company that he or she is an Interested Shareholder, will be deemed to confirm that such shareholder is NOT an Interested Shareholder.

If you think that you are an Interested Shareholder with respect to Item No. 1, please deliver a written notice to the Company’s Chief Financial Officer, Ms. Ruth Smadja, by email at ruth.smadja@zoozpower.com. If your shares are held in “street name” by your broker, bank or other nominee and you are an Interested Shareholder, you should deliver a written notice to your broker, bank or other nominee of that status, and they in turn should notify the Company as described in the preceding sentence.

Item no. 2