Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 2, 2021, On Track Innovations Ltd. (the "Company") held an annual meeting of its shareholders (the "Meeting"). The final results of the shareholder voting at the Meeting are set forth below. Shareholders voted on the following proposals:

Proposal No. 1 - Election of Directors.

The proposal to elect each of Mr. William C. Anderson, Mr. Uri Arazy and Ms. Sandra B. Hardardottir (each, a "Director Nominee") as a director on the board of directors of the Company (the "Board") starting on the date of the Meeting until the Company's next annual general meeting of shareholders was approved by the Company's shareholders, as follows:

1a. The shareholders approved the election of Mr. William C. Anderson as a director on the Board, by the requisite majority required under the Israeli Companies Law of 1999-5759, as amended (the "Companies Law"). The votes were as follows:





   For       Against    Abstain    Broker Non-Votes
29,051,949   972,340   1,306,883      7,446,092

1b. The shareholders approved the election of Mr. Uri Arazy as a director on the Board, by the requisite majority required under the Companies Law. The votes were as follows:





   For       Against    Abstain    Broker Non-Votes
29,043,949   975,940   1,311,283      7,446,092

1c. The shareholders approved the election of Ms. Sandra B. Hardardottir as a director on the Board, by the requisite majority required under the Companies Law. The votes were as follows:





   For       Against    Abstain    Broker Non-Votes
29,045,549   978,720   1,306,903      7,446,092

Proposal No. 2 - Election of an External Director.

The shareholders approved the election of Zvi Atlas as an External Director on the Board starting on the date of the Meeting until the Company's next general meeting following three years from his election, and approved the compensation payable to him, by the requisite majority required under the Companies Law. The votes were as follows:





   For        Against     Abstain    Broker Non-Votes
28,977,495   1,037,851   1,315,826      7,446,092

Proposal No. 3 - Approval of the Amended and Restated Compensation Policy.





The shareholders approved the Company's amended and restated compensation
policy, by the requisite majority required under the Companies Law. The votes
were as follows:



   For        Against     Abstain    Broker Non-Votes
28,573,342   1,330,178   1,427,652      7,446,092




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Proposal No. 4 - Approval of Compensation Payable to Directors in Office.

4a. The shareholders approved the directors compensation plan and the equity grant scheme, and further approved the compensation payable to directors in office, excluding Ms. Sandra B. Hardardottir, by the requisite majority required under the Companies Law. The votes were as follows:





   For        Against     Abstain    Broker Non-Votes
28,567,293   1,336,755   1,427,124      7,446,092

4b. The shareholders approved the compensation payable Ms. Sandra B. Hardardottir, by the requisite majority required under the Companies Law. The votes were as follows:





   For       Against    Abstain    Broker Non-Votes
29,347,063   560,965   1,423,144      7,446,092

Proposal No. 5 - Approval of the Grant of Equity to the Former Chief Executive Officer.

The shareholders approved the grant of equity to Mr. Yehuda Holtzman, former Chief Executive Officer of the Company, by the requisite majority required under the Companies Law. The votes were as follows:





   For        Against     Abstain    Broker Non-Votes
28,326,006   1,580,055   1,425,108      7,446,092

Proposal No. 6 - Approval of Amendments to the Company's Articles of Association Amending the Terms of Re-election of Directors.

The shareholders approved the amendment to the Company's Articles of Association amending the terms of re-election of directors, by the requisite majority required under the Companies Law. The votes were as follows:





   For        Against     Abstain    Broker Non-Votes
28,682,687   1,031,057   1,617,428      7,446,092

Proposal No. 7 - Approval of an Increase in the Company's Authorized Share Capital and Respective Amendments to the Company's Articles of Association and Memorandum of Association.

The proposal to approve an increase in the Company's authorized share capital, by NIS 2,000,000, divided into 20,000,000 ordinary shares of NIS 0.1 par value per share, to NIS 12,000,000, divided into 120,000,000 ordinary shares of NIS 0.1 par value per share, and to amend the Company's Articles of Association and Memorandum of Association accordingly, was approved by the Company's shareholders by the requisite majority required under the Companies Law. The votes were as follows:





   For        Against     Abstain    Broker Non-Votes
28,308,341   1,671,880   1,350,951      7,446,092

Proposal No. 8 - Re-appointment of Auditors.

The shareholders approved the re-appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm until the 2022 annual meeting of shareholders, and the authorization of the Board, upon the recommendation of the Company's Audit Committee, to determine their remuneration in accordance with the volume and nature of their services, by the requisite majority required under the Companies Law. The votes were as follows:





   For       Against    Abstain    Broker Non-Votes
36,604,480   504,496   1,668,288          0




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